ALSTOM SA: Alstom announces the success of the share capital
increase with preferential subscription rights of €1 billion, final
step of the announced €2 billion deleveraging plan
Alstom announces the success of the
share capital increase with preferential subscription rights of €1
billion, final step of the announced €2 billion deleveraging
plan
13 June 2024 - Alstom
achieves the final step of its announced deleveraging plan with the
completion of a share capital increase with shareholders’
preferential subscription rights in an amount of €1 billion
(including issue premium).
Results of the share capital
increaseThe final gross proceeds of the share capital
increase with shareholders’ preferential subscription rights
announced by Alstom (the “Company”) on May 27th, 2024, amount to
€999,156,769 (including issue premium), corresponding to the
issuance of 76,858,213 shares with a par value of €7 at a unit
subscription price of €13.
Following the subscription period, which ended
on June 10th, 2024, total demand amounted to more than €1.7
billion, representing a a high subscription rate of approximately
173.4%:
- 74,218,528 new shares were
subscribed on an irreducible basis (à titre irréductible),
representing approximately 96.57% of the shares to be issued;
- orders submitted on a reducible
basis (à titre réductible) represented 59,073,502 new shares and
will therefore only be partially allocated for an aggregate number
of 2,639,685 new shares.
“The success of the capital increased launched
after the completion of the hybrid bond issuance paves the way to
the stabilization of the credit outlook of Alstom. I thank all our
shareholders for their support as it opens a new phase of our
journey to deliver sustainable financial performance” said
Henri Poupart-Lafarge, Chairman of the Board and Chief
Executive Officer of Alstom
Background of the share capital
increase The share capital increase is the final step of
the deleveraging plan that also includes:
- Divestments for ca. €700 million:
- Sale of TMH for €75 million
completed in January 2024
- The announced sale of US
conventional signalling business to Knorr-Bremse AG, which will
generate proceeds of ca. €630 million upon closing expected during
Summer 2024
- The successful placement of €750
million of hybrid bonds with 50% equity content for Moody’s1
announced on May 23rd, 2024.
The ca. €2.4 billion in aggregate proceeds
correspond to ca. €2 billion of deleveraging, considering the
hybrid bond’s 50% Moody’s debt content.
Ca. €1.2 billion of the proceeds of asset
disposals and of the capital markets transactions will be used to
repay financial debt by September 2024:
- repayment of Neu CP of €1,033
million
- repayment of RCF drawings of €175
million
The remainder of the proceeds will be invested
in highly liquid short-term investments (cash equivalent treatment)
and will be earmarked for gross debt reduction at maturity.
On May 8th Moody’s has reaffirmed Alstom’s Baa3
long-term issuer rating reflecting Alstom’s commitment to implement
its €2bn deleveraging plan. As indicated by the rating agency in
its rating action, we expect the credit outlook will be lifted
immediately from negative to stable with this last step
achieved.
Alstom will terminate its €2.25 billion credit
facility agreement on settlement of the share capital increase.
Settlement of the share capital
increaseSettlement and delivery of the new shares and
beginning of trading on the regulated market of Euronext Paris will
take place on June 17th, 2024. The new shares will be, as from
their issuance date, fully fungible with Alstom’s existing shares
and will be traded under the same trading line and ISIN code as
Alstom’s existing shares (ISIN code FR0010220475).
BNP Paribas, Crédit Agricole CIB, J.P. Morgan
and Société Générale acted as Joint Global Coordinators, Lead
Managers and Joint Bookrunners, BofA Securities, Citigroup, Mizuho
and Natixis acted as Joint Bookrunners and BBVA, CIC and Deutsche
Bank acted as Co-Bookrunners.
CDPQ and Bpifrance Investissement
subscriptionsAs part of the share capital increase:
- Caisse de dépôt et placement du
Québec (“CDPQ”) subscribed to 13,366,510 new ordinary shares for
€173.8 million on an irreducible basis and 731,4202 new ordinary
shares for €9.5 million on a reducible basis;
- Bpifrance Investissement (in
respect of shares held through the SLP3 Lac 1 fund) subscribed to
5,769,094 new ordinary shares for €75.0 million on an irreducible
basis and 315,6874 new ordinary shares for €4.1 million on a
reducible basis.
Impact of the share capital increase on Alstom’s share
capital
Following the settlement of the share capital
increase, Alstom’s share capital will amount to €3,228,044,967
comprised of 461,149,281 shares with a nominal value of €7
each.
Based on public information available to date,
the allocation of the share capital of the Company following the
share capital increase is set out in the below table*:
Shareholders |
Number of ordinary shares |
% of share capital |
Number of voting rights |
% of voting rights |
CDPQ |
80,930,484 |
17.5% |
80,930,484 |
17.5% |
Bpifrance Investissement(1) |
34,930,254 |
7.6% |
34,930,254 |
7.6% |
Public and employees(2) |
345,288,543 |
74.9% |
345,288,543 |
74.9% |
TOTAL |
461,149,281 |
100% |
461,149,281 |
100% |
(1) Shares held through the SLP Lac 1 fund(2) Shares held by
employees or former employees of the Alstom Group* On the basis of
CDPQ and Bpifrance subscriptions on irreducible and reducible
basis, and subject to final adjustments linked to the determination
of shares subscribed on an irreducible basis |
Lock-up agreementsAlstom has
agreed to a lock-up period ending 180 calendar days after the
settlement and delivery date of the share capital increase, subject
to certain customary exceptions.
Each of CDPQ and Bpifrance Investissement (in
respect of shares held through the SLP Lac 1 fund) has agreed to a
lock-up period ending 180 calendar days after the settlement and
delivery date of the share capital increase, subject to certain
customary exceptions.
Availability of the Prospectus
The prospectus (the “Prospectus”) including (i)
the 2023/24 universal registration document (document
d’enregistrement universel) of Alstom filed with the AMF on May
15th, 2024 under number D.24-0413 and (ii) the amendment to the
universal registration document filed with the AMF on May 24th,
2024 under number D.24-0413-A01 and (iii) a securities note (note
d’opération) (including the summary of the Prospectus) which was
filed with the AMF and received approval under number 24-169 dated
May 24th, 2024 is available on the website of the AMF
(www.amf-france.org) and of the Company (www.alstom.com). Copies of
the Prospectus are available free of charge at the Alstom’s
registered office (48, rue Albert Dhalenne, 93400
Saint-Ouen-sur-Seine, France).
Financial & legal
advisorsPJT Partners and Perella Weinberg Partners acted
as financial advisors to Alstom, Cleary Gottlieb Steen &
Hamilton LLP acted as legal advisor to Alstom and White & Case
LLP acted as legal advisor to the syndicate of banks.
1 Alstom will account for the bonds entirely as
equity under IFRS.2 Subject to final adjustments linked to the
determination of shares subscribed on an irreducible basis3 SLP:
Société de libre partenariat4 Subject to final adjustments linked
to the determination of shares subscribed on an irreducible
basis
|
About Alstom |
|
|
Alstom commits to contribute to a low carbon future by developing
and promoting innovative and sustainable transportation solutions
that people enjoy riding. From high-speed trains, metros,
monorails, trams, to turnkey systems, services, infrastructure,
signalling and digital mobility, Alstom offers its diverse
customers the broadest portfolio in the industry. With its presence
in 64 countries and a talent base of over 84,700 people from 184
nationalities, the Company focuses its design, innovation, and
project management skills to where mobility solutions are needed
most. Listed in France, Alstom generated revenues of €17.6 billion
for the fiscal year ending on 31 March 2024.For more information,
please visit www.alstom.com |
|
|
|
Contacts |
Press:Coralie COLLET - Tel.: +33 (0) 7 63 63 09
62coralie.collet@alstomgroup.com Thomas ANTOINE - Tel.: +33
(0) 6 11 47 28 60thomas.antoine@alstomgroup.comInvestor
relations:Martin VAUJOUR - Tel.: +33 (0) 6 88 40 17
57martin.vaujour@alstomgroup.com Estelle MATURELL ANDINO -
Tel.: +33 (0) 6 71 37 47
56estelle.maturell@alstomgroup.com |
|
IMPORTANT INFORMATION
This press release includes "forward-looking
statements". All statements other than statements of historical
facts included in this press release, including, without
limitation, those regarding Alstom’s financial position, business
strategy, plans and objectives of management for future operations,
are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of
Alstom, or industry results, to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding Alstom’s present and
future business strategies and the environment in which Alstom will
operate in the future. Additional factors could cause actual
results, performance or achievements to differ materially.
The contents of this press release have been prepared by and are
the sole responsibility of Alstom.
This press release does not constitute an offer
to sell nor a solicitation of an offer to buy, and there has not
been any sale of ordinary shares in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
The distribution of this document may, in
certain jurisdictions, be restricted by local legislations. Persons
into whose possession this document comes are required to inform
themselves about and to observe any such potential local
restrictions.
This press release is an advertisement and not a
prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14, 2017 (as amended
the “Prospectus Regulation”). Potential investors are advised to
read the prospectus before making an investment decision in order
to fully understand the potential risks and rewards associated with
the decision to invest in the securities. The approval of the
prospectus by the AMF should not be understood as an endorsement of
the securities offered or admitted to trading on a regulated
market.
With respect to the member states of the
European Economic Area (other than France) and the United Kingdom
(each a “Relevant State”), no action has been undertaken or will be
undertaken to make an offer to the public of the securities
referred to herein requiring a publication of a prospectus in any
Relevant State. As a result, the securities may not and have not
been offered in any Relevant State except in accordance with the
exemptions set forth in Article 1 (4) of the Prospectus Regulation
or under any other circumstances which do not require the
publication by Alstom of a prospectus pursuant to Article 3 of the
Prospectus Regulation and/or to applicable regulations of that
Relevant State.
The distribution of this press release has not
been made, and has not been approved, by an “authorised person”
within the meaning of Article 21(1) of the Financial Services and
Markets Act 2000. As a consequence, this press release is only
being distributed to, and is only directed at, persons in the
United Kingdom that (i) are “investment professionals” falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the “Order”), (ii)
are persons falling within Article 49(2)(a) to (d) (“high net worth
companies, unincorporated associations, etc.”) of the Order, or
(iii) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Article 21 of the
Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as “Relevant Persons”). Any investment
or investment activity to which this document relates is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. Any person who is not a Relevant Person should not act or
rely on this document or any of its contents.
This press release does not constitute or form
part of any offer of securities for sale or any solicitation to
purchase or to subscribe for securities or any solicitation of sale
of securities in the United States. The securities referred to
herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) or the
law of any State or other jurisdiction of the United States, and
may not be offered or sold in the United States absent registration
under the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. Alstom does not intend to register all or any
portion of the Securities in the United States under the Securities
Act or to conduct a public offering of the Securities in the United
States.
This announcement is not, and under no
circumstances is it to be construed as, a prospectus, offering
memorandum, advertisement or an offer to sell or solicitation of an
offer to buy any of the securities referred to herein in Canada.
Any offering in Canada has been made on a private placement basis
only to purchasers purchasing, or deemed to be purchasing, as
principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are permitted clients, as defined
in National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations.
This announcement may not be published, forwarded or
distributed, directly or indirectly, in the United States of
America, Canada, Australia or Japan.
Alstom, as well as BNP Paribas, Crédit Agricole
CIB, J.P. Morgan, Société Générale, BofA Securities, Citibank,
Mizuho, Natixis, BBVA, CIC and Deutsche Bank (together, the
“Underwriters”) and any of their respective affiliates expressly
disclaim any obligation or undertaking to update or revise any
forward-looking statements contained in this press release, whether
as a result of new information, future developments or
otherwise.
The Underwriters are acting exclusively for
Alstom and no one else in connection with the offer of new shares
and will not regard any other person as their respective clients
and will not be responsible to anyone other than Alstom for
providing the protections afforded to their respective clients in
connection with any offer of new shares of Alstom or otherwise, nor
for providing any advice in relation to the offer of new shares,
the content of this press release or any transaction, arrangement
or other matter referred to herein.
In connection with the offering of ordinary
shares of Alstom, the Underwriters and any of their affiliates may
take up a portion of the ordinary shares as a principal position
and in that capacity may retain, purchase, sell, offer to sell for
their own accounts such shares and other securities of the Alstom
or related investments in connection with the offer of ordinary
shares of Alstom or otherwise. Accordingly, references in the
Prospectus to the new ordinary shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or subscription, acquisition,
placing or dealing by the Underwriters and any of their affiliates
acting in such capacity. In addition, the Underwriters and any of
their affiliates may enter into financing arrangements (including
swaps, warrants or contracts for differences) with investors in
connection with which they may from time to time acquire, hold or
dispose of shares. The Underwriters do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
None of the Underwriters or any of their
respective directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this press release
(or whether any information has been omitted from this press
release) or any other information relating to Alstom, its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
- Capital raise - Results press release - EN
Alstom (EU:ALO)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Alstom (EU:ALO)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024