FIGEAC AERO WELCOMES NEW INVESTORS (AcT)

LAUNCH OF A PLACEMENT OF APPROXIMATELY €85 MILLION, OF WHICH
 €75 MILLION VIA THE ISSUE OF NEW SHARES AND €10 MILLION VIA THE SALE OF EXISTING SHARES, FOLLOWED BY A TRANSFER ON EURONEXT PARIS (SUBJECT TO THE SUCCESSFUL COMPLETION OF THE CAPITAL INCREASE)
 

• Offer comprising a Global Placement (GP) aimed at institutional investors and an Open Price Offering (OPO), primarily for retail investors
• Indicative price range: between €20.75 and €26.00 per share
• Subscription period: from 8 March 2016 to 17 March 2016 inclusive for the Open Price Offer (OPO), and until 18 March 2016 (12:00 noon) for the Global Placement (GP), unless earlier completion
• Securities eligible for PEA and PEA-SME plans
• Immediate transfer of new and existing shares on the regulated market of Euronext Paris (compartment B) if the transaction is successfully completed

FIGEAC AERO today announces the launch of a placement open to the public in the gross amount of approximately €85 million. The AMF gave the Prospectus relating to the transaction its visa
No. 16-070 on 7 March 2016.

The transaction consists of a capital increase of approximately €75 million, which may be increased to approximately €86.2 million if the extension clause is fully exercised, and an additional sale of shares in the amount of €10 million to reinforce the share's liquidity and market profile. If successfully completed, it will be followed by the transfer of FIGEAC AERO shares on the regulated market of Euronext Paris (compartment B)¹.

Oddo & Cie as Sole Global Coordinator and Joint Bookrunner, and Midcap Partners as Joint Bookrunner are the financial intermediaries leading this transaction.

¹ FIGEAC AERO, which aims to comply with the Middlenext Corporate Governance Code from the date of its first listing on the regulated market of Euronext Paris, plans to call a Shareholders' Meeting as soon as possible after the transfer to propose the appointment of Mrs Marie-Line Malaterre as an independent director (it being specified that the Maillard family has already undertaken to vote in favour of her appointment). Mrs Malaterre, in her capacity as an independent director of the Company and an accounting graduate, will also chair the Audit Committee that will be created upon her appointment.

The Group's success is based on its industrial excellence and its ability to operate close to its customers (United States, Europe) while improving productivity and price competitiveness through its production facilities located in best-cost areas (Mexico, Morocco and Tunisia).

FIGEAC AERO today works alongside the major aerospace manufacturers, providing them with parts for their major aircraft programmes, including all Airbus programmes, and notably the A350, Embraer's E-Jets E2 and Safran's new-generation LEAP engine.

Currently the third-largest European player, FIGEAC AERO aims to become the European leader and one of the world's top-ranking aerospace subcontractors in the coming years.

Already selected for the manufacture of parts for major aerospace programmes in the coming years, the Group intends to continue its strong growth after 2018, and confirms the ambitious goals announced in January for the period to March 2020:

• revenues of between €650 million and €750² million, more than doubling its revenues in the space of four years;
• stability of its EBITDA⁴ margin at current levels.

This capital increase offering will allow the Group to finance its growth and deploy its business model internationally, especially in the Americas (over 60% of the global market), but also in best-cost areas by:

• accelerating organic growth (80% of funds raised), notably by investing in production facilities in the aim of making further market share gains on existing or new/unallocated programmes (A330neo for instance);
• seizing value-creating acquisition opportunities (20% of funds raised), while maintaining strict financial discipline.

² Based on an exchange rate of €1/$1.18
³ Contracted on the basis of contracts signed (and included in the Group's order backlog) or identified on the basis of output forecasts provided by Figeac Aéro customers in late January 2016
⁴ EBITDA: recurring operating income + depreciation and amortisation +/- provisions
 

TERMS OF THE TRANSACTION

Share identification

• Name: FIGEAC AERO
• ISIN code: FR0011665280
• Ticker: ALFIG, then FGA after the transfer to Euronext Paris

Indicative price range
Between €20.75 and €26.00 per share
The indicative price range was determined on the basis of a reference price (defined as the volume weighted average closing price per share over the past five trading days on 3 March 2016) of €22.35. For information purposes, the closing price on 4 March 2016 was €23.87.

Number of shares offered
The offering, in the amount of approximately €85 million, corresponding to a total maximum number of 4,096,384 shares (based on an issue price at the lower end of the indicative range), comprises:

• a maximum number of 3,614,457 new shares issuable as part of a capital increase without preferential subscription rights involving cash subscription by way of a public offering, a number that may be increased to a maximum of 4,156,625 new shares in the event of the full exercise of the extension clause;

• a maximum number of 481,927 shares sold by Jean-Claude Maillard.

Offering reserved for employees
Concurrently with the offering, a maximum number of 60,240 new shares will be issued as part of a cash capital increase reserved for employees of the Company and its subsidiaries belonging to the FIGEAC AERO company savings plan, priced within an indicative range of €16.60 to €20.80 (representing a discount of 20% to the indicative price range).

Gross amount of the transaction
Approximately €85 million, which may be increased to approximately €96.2 million if the extension clause is fully exercised (of which €75 million and €86.2 million respectively for the capital increase).

Structure of the offering

• A public offering in France in the form of an Open Price Offer, primarily intended for retail investors. Orders will be split into two fractions in accordance with the number of shares requested:
  • A1 order fraction: from 1 to 75 shares inclusive; and
  • A2 order fraction: strictly above 75 shares.

• A Global Offering aimed primarily at institutional investors in France and outside France (except notably the United States of America).

The Offering covers both the New Shares issuable, offered by the Company as part of a primary offering (the Primary Offering), and the Existing Shares offered by Jean-Claude Maillard in his capacity as selling shareholder as part of a secondary offering (the Secondary Offering). The Offered Shares, namely the New Shares and the Sold Shares, will be offered as a single Offering on the same terms.

The Secondary Offering is subordinated to the completion of the Primary Offering, meaning that the New Shares (excluding the Extension Clause) will be allocated before the Sold Shares in the event of insufficient demand and a reduction in the size of the Offering, bearing in mind that the Offering will be cancelled if (i) the total amount of subscriptions received is strictly less than 75.5% of the total amount of the Offering and if (ii) demand available for allocation to the Primary Offering is less than €60.0 million.

Lock-up commitments

• Lock-up commitment by the Company: 180 days;
• Lock-up commitment by Jean-Claude Maillard as selling shareholder in respect of the Lead Manager and Joint Bookrunners: 180 days.

Indicative timetable

Terms of subscription

Persons wishing to participate in the OPO must place their orders through a financial intermediary authorised in France, no later than 17 March 2016 at 5.00 p.m. (Paris time) for written subscriptions and 8.00 p.m. (Paris time) for online subscriptions.

Subscribers may revoke their orders online at any time until the close of the offer.

PROSPECTUS

RISK FACTORS

This press release has been issued for information purposes and not as a prospectus within the meaning of Directive 2003/71/ EC of the European Parliament and of the Council of 4 November 2003 as amended, notably by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010, as amended, as transposed by each Member State of the European Economic Area (the “Prospectus Directive”).
As regards Member States of the European Economic Area States other than France that have transposed the Prospectus Directive (the “Member States”), no action has been undertaken or will be undertaken to make a public offering of the shares of the Company requiring the publication of a prospectus in any such Member State. The shares may therefore only be offered in these States: (a) to legal entities classified as qualified investors as defined in the Prospectus Directive; or (b) in other cases that do not require the publication by FIGEAC AERO of a prospectus pursuant to Article 3(2) of the Prospectus Directive.

This press release has not been issued and has not been approved by an authorised person within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. Accordingly, this press release is intended solely for (i) persons outside the United Kingdom, (ii) investment professionals falling within the scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (iii) persons falling within the scope of Article 49(2) (a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iv) any other persons to whom this document may be communicated in accordance with the law (the persons mentioned in paragraphs (i), (ii), (iii) and (iv) together being referred to as “Qualified Persons”). The securities are intended solely for Qualified Persons; and no invitation, offer or agreement relative to the subscription, purchase or other means of acquiring securities may be proposed or made other than to Qualified Persons. Persons other than Qualified Persons may not act or rely on this press release and the information contained herein. This press release is not a prospectus approved by the Financial Services Authority or any other regulatory authority in the United Kingdom within the meaning of Section 85 of the Financial Services and Markets Act 2000.

This press release does not constitute an offer of securities or a solicitation to purchase or subscribe for securities or a solicitation to sell securities in the United States. The securities referred to herein have not been and will not be registered pursuant to the US Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States without registration or exemption from the registration requirement imposed under the US Securities Act. The Shares have not been and will not be registered pursuant to the US Securities Act, and FIGEAC AERO does not intend to make any public offering of its shares in the United States of America.