PRESS RELEASE: NACON: STRONG SUCCESS OF THE INITIAL PUBLIC OFFERING OF NACON ON THE REGULATED MARKET OF EURONEXT PARIS
Do not circulate directly or indirectly in the United States, Canada, Australia or JapanSTRONG SUCCESS OF THE INITIAL PUBLIC OFFERING OF NACON ON THE REGULATED MARKET OF EURONEXT PARISSHARE CAPITAL INCREASE OF €100M WHICH COULD BE INCREASED TO €110M IN CASE OF FULL EXERCISE OF THE OVER-ALLOTMENT OPTIONOFFERING 4.0 TIMES OVERSUBSCRIBEDShare price set at €5.50Global demand of €364.8mShare capital increase of €100m (after exercise of the extension clause) which could be raised to €110m in case of full exercise of the over-allotment optionTrading starts on Wednesday, March 4, 2020Lesquin, February 28, 2020,NACON, an integrated player in the fast-growing video game market, is pleased to announce the success of its Initial Public Offering on the Regulated Market of Euronext Paris – (ISIN Code: FR0013482791/mnemonic: NACON ; Compartment B).The NACON Board of Directors meeting today has set the final share price at €5.50, in the upper half of the indicative price range. In view of the high demand received since the launch of the transaction, which led NACON to set an earlier closing date for its Offering on 28 February 2020, it was also decided to exercise the extension clause in full, bringing the total amount of the share capital increase to €100m.The demand was for 1,404,220 shares from the Public Offering (Open Price Offer) and 64,931,491 shares from the Global Placement in which French and international investors participated. Therefore, the total demand amounts to 66,335,711 shares, an overall oversubscription rate of about 4.0 times (based on the total amount of the Offering).The number of shares allocated to the Open Price Offer amounts to 1,404,220 new shares, amounting to €7.7m. Priority P orders (reserved for shareholders of BIGBEN INTERACTIVE for the fraction of subscriptions between 10 and 500 shares) will be fulfilled at 100%. A1 orders (including 10 and 500 shares) and A2 orders (above 500 shares) will be fulfilled at 100%.The number of shares allocated under the Global Investment amounts to 18,595,780 new shares, amounting to €102.3m.At the end of this transaction, the market capitalisation of NACON will be approximately €458m on the basis of the final offer price of €5.50. The free float represents 19.65% of the Company’s outstanding share capital.The Company has granted Louis Capital Markets, in the name and on behalf of the Joint Global Coordinators, Lead Managers and Joint Bookrunners, an Over-allotment Option allowing the subscription to the Offering Price of a maximum number of 1,818,181 additional new shares until March 27, 2020 (included).Alain FALC, President and CEO of NACON, said, “We are pleased with the success of NACON’s IPO and would like to thank all the individual shareholders and institutional investors who have supported the Offering. With this major fundraising, we intend to support the success of our integrated developer-publisher model, and accelerate the internationalisation of our Group to become a key player of the AA1 video game industry and provide gamers with a wide range of high-end accessories under a strong Nacon® brand”.1 NACON Definition: All games with sales between 200,000 and 3 million copies and with budgets between 1 and 20 M€MAIN FEATURES OF THE TRANSACTIONSHARE IDENTIFICATION CODESLabel: NACONMarket: Regulated market of Euronext Paris (Compartment B)ISIN Code: FR0013482791 / mnemonic: NACON
BREAKDOWN OF SHARE CAPITAL1) Being specified that Bpifrance Investissement (as the management company of the Bpifrance Capital I investment fund), represented by Mr Nicolas Parpex, was appointed today as a censor and that its appointment (or that of a representative of the Bpifrance Capital I investment fund) as a director will be submitted to the Company’s next general meeting of the shareholders, with the Company and Bigben Interactive committed to supporting this appointment.OFFERING PRICEThe offer price for the Public Offering (Open price offering) and the Global Placement is set at €5.50 per share, in the upper half of the indicative price range.SIZE OF THE TRANSACTIONThe share capital increase led to the issuance of 18,181,819 New Shares as part of the Offering, following the exercise of the Extension Clause. Total gross proceeds amount to €100m.In the event of a full exercise of the Over-allotment Option, granted by the Company to Louis Capital Markets, in the name and on behalf of the Joint Global Coordinators, Lead Managers and Joint Bookrunners, an additional 1,818,181 new shares may be issued, representing gross proceeds of €10m.LOCK-UP COMMITMENT FROM BIGBENBigben Interactive, Nacon’s largest shareholder, has undertaken a lock-up commitment to the Joint Global Coordinators, Lead Managers and Joint Bookrunners for a period of 18 months following the settlement-delivery date of the Offering, subject to certain customary exceptions.RATIONALE FOR THE OFFERINGNACON’s Initial Public Offering aims at providing the Company with the financial means necessary to accelerate its growth by significantly increasing the level of its investments in development costs (“CAPEX”) to reach between €40m and €50m per year as from the 2020/21 financial year (compared to €29.4m at 31 March 2019 and about €32m at 31 March 2020). These investments will include recruitments to internalize an additional part of game developments and increase the pace and profitability of commercial releases of NACON games as well as possible external growth transactions.The funds raised will not be used by the Company for an early redemption of its medium-term loans but to finance additional development costs (organic growth or external growth). To date, the Company is not a party to an agreement to acquire a shareholding in a target identified as part of an external growth projectNEXT STEPS ELIGIBILITY OF THE OFFERING TO FRENCH PEA AND PEA-PMENACON announces that it complies with the eligibility criteria for the PEA-SME specified by the implementing decree dated 4 March 2014 (Decree No. 2014-283). As a result and subject to the limit of the ceilings applicable to each device, NACON shares can be fully integrated into French equity savings plans (PEAs) and PEA-SME accounts, which enjoy the same tax advantages as the traditional PEA.FINANCIAL INTERMEDIARIES AND COUNSELJoint Global Coordinators Legal Counsel Financial Communication
& Lead Managers All information relating to the Initial Public Offering of NACON can be found on https://ipo.nacongaming.comINFORMATION AVAILABLE TO THE PUBLICCopies of the Prospectus approved by the Financial Markets Authority on 19 February 2020 under the number 20-047, are available free of charge at NACON’s head office, 396 rue de la Voyette, à Lesquin (59), as well as on the website (https://ipo.nacongaming.com) and the AMF website (www.amf-france.org).
RISK FACTORSThe prospectus visa should not be considered as a favorable opinion on the securities offered. Investors are invited to carefully consider the risk factors described in Section 3 «Risk factors» in the Registration Document and in Section 2 « Offer Risk Factors » in the Securities Note.ABOUT NACONNACON is a company of the BIGBEN Group founded in 2019 to optimize its know-how through strong synergies in the video game market. By bringing together its 8 development studios, the publishing of AA1 video games, the design and distribution of premium gaming devices, NACON focuses 20 years of expertise at the service of players. This new unified business unit strengthens NACON’s position in the market and enables it to innovate by creating new unique competitive advantages. 1NACON definition: All games with sales between 200,000 and 3 million copies and budgets between 1 and 20 M€CONTACTS
DisclaimerSolely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer”(for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares offered in the Offering (the “Offered Shares”) have been subject to a product approval process, which has determined that the Offered Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares offer no guaranteed income and no capital protection; and an investment in the Offered Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment for any particular client of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offered Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.AttachmentPR NACON – IPO Result _28_02_2020_ ENG_Website
BREAKDOWN OF SHARE CAPITAL1) Being specified that Bpifrance Investissement (as the management company of the Bpifrance Capital I investment fund), represented by Mr Nicolas Parpex, was appointed today as a censor and that its appointment (or that of a representative of the Bpifrance Capital I investment fund) as a director will be submitted to the Company’s next general meeting of the shareholders, with the Company and Bigben Interactive committed to supporting this appointment.OFFERING PRICEThe offer price for the Public Offering (Open price offering) and the Global Placement is set at €5.50 per share, in the upper half of the indicative price range.SIZE OF THE TRANSACTIONThe share capital increase led to the issuance of 18,181,819 New Shares as part of the Offering, following the exercise of the Extension Clause. Total gross proceeds amount to €100m.In the event of a full exercise of the Over-allotment Option, granted by the Company to Louis Capital Markets, in the name and on behalf of the Joint Global Coordinators, Lead Managers and Joint Bookrunners, an additional 1,818,181 new shares may be issued, representing gross proceeds of €10m.LOCK-UP COMMITMENT FROM BIGBENBigben Interactive, Nacon’s largest shareholder, has undertaken a lock-up commitment to the Joint Global Coordinators, Lead Managers and Joint Bookrunners for a period of 18 months following the settlement-delivery date of the Offering, subject to certain customary exceptions.RATIONALE FOR THE OFFERINGNACON’s Initial Public Offering aims at providing the Company with the financial means necessary to accelerate its growth by significantly increasing the level of its investments in development costs (“CAPEX”) to reach between €40m and €50m per year as from the 2020/21 financial year (compared to €29.4m at 31 March 2019 and about €32m at 31 March 2020). These investments will include recruitments to internalize an additional part of game developments and increase the pace and profitability of commercial releases of NACON games as well as possible external growth transactions.The funds raised will not be used by the Company for an early redemption of its medium-term loans but to finance additional development costs (organic growth or external growth). To date, the Company is not a party to an agreement to acquire a shareholding in a target identified as part of an external growth projectNEXT STEPS ELIGIBILITY OF THE OFFERING TO FRENCH PEA AND PEA-PMENACON announces that it complies with the eligibility criteria for the PEA-SME specified by the implementing decree dated 4 March 2014 (Decree No. 2014-283). As a result and subject to the limit of the ceilings applicable to each device, NACON shares can be fully integrated into French equity savings plans (PEAs) and PEA-SME accounts, which enjoy the same tax advantages as the traditional PEA.FINANCIAL INTERMEDIARIES AND COUNSELJoint Global Coordinators Legal Counsel Financial Communication
& Lead Managers All information relating to the Initial Public Offering of NACON can be found on https://ipo.nacongaming.comINFORMATION AVAILABLE TO THE PUBLICCopies of the Prospectus approved by the Financial Markets Authority on 19 February 2020 under the number 20-047, are available free of charge at NACON’s head office, 396 rue de la Voyette, à Lesquin (59), as well as on the website (https://ipo.nacongaming.com) and the AMF website (www.amf-france.org).
RISK FACTORSThe prospectus visa should not be considered as a favorable opinion on the securities offered. Investors are invited to carefully consider the risk factors described in Section 3 «Risk factors» in the Registration Document and in Section 2 « Offer Risk Factors » in the Securities Note.ABOUT NACONNACON is a company of the BIGBEN Group founded in 2019 to optimize its know-how through strong synergies in the video game market. By bringing together its 8 development studios, the publishing of AA1 video games, the design and distribution of premium gaming devices, NACON focuses 20 years of expertise at the service of players. This new unified business unit strengthens NACON’s position in the market and enables it to innovate by creating new unique competitive advantages. 1NACON definition: All games with sales between 200,000 and 3 million copies and budgets between 1 and 20 M€CONTACTS
DisclaimerSolely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer”(for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares offered in the Offering (the “Offered Shares”) have been subject to a product approval process, which has determined that the Offered Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares offer no guaranteed income and no capital protection; and an investment in the Offered Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment for any particular client of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offered Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.AttachmentPR NACON – IPO Result _28_02_2020_ ENG_Website