SMCP launches its initial public offering on the regulated market of Euronext Paris

Transcription

1 SMCP launches its initial public offering on the regulated market of Euronext Paris Paris, 9 October 2017 Indicative offering price range for the French public offering and the international offering: between 20 and 25 per share. Initial size of the global offering: issue of new shares for an amount of approximately 127 million, and sale of a maximum number of existing shares by (i) European TopSoho Sàrl, a company indirectly controlled by Shandong Ruyi Technology Group («Shandong Ruyi»), (ii) KKR Retail Partners (Luxembourg) & Cy S.C.A. («KKR»), and (iii) certain managers of the Group (together the «Selling Shareholders»). Over-allotment option: for the sales of additional existing shares by European TopSoho Sàrl, representing up to a maximum of 15% of the total number of new and existing shares representing maximum sale shares, based on the low end of the indicative offering price range. The subscription period for the French public offering is expected to close on 18 October 2017 at 5pm (Paris time) for orders placed in person and 8pm (Paris time) for orders placed online. The subscription period for the international offering is expected to close at 1pm (Paris time) on 19 October The pricing of the global offering is expected to take place on 19 October The trading of SMCP s shares is expected to begin on the regulated market of Euronext Paris on 20 October 2017 (in the form of promesses d'actions ). Settlement and delivery of the SMCP s shares is expected to take place on 23 October Trading of SMCP s shares is expected to commence on 24 October SMCP, an international player in the global apparel and accessories market consisting of three strong Paris-designed brands: Sandro, Maje and Claudie Pierlot, announces today the launch of its initial public offering ( IPO ) for the admission to trading of its shares on the regulated market of Euronext Paris (Compartment A). Daniel Lalonde, CEO of SMCP, said: "This IPO marks an important milestone in the development of SMCP. Our unique business model that combines the codes of luxury and fast-fashion, the international reputation of our three Parisian brands and our ability to generate strong profitable growth will drive the group's success in the years to come. Our development opportunities are numerous and the founders, all SMCP teams and myself are more than ever mobilized behind our shared ambition to spread Parisian chic throughout the world. " Evelyne Chétrite, Founder and Artistic Director of Sandro, said: " Over the years, my sister Judith Milgrom, my son Ilan Chétrite and I, have created strong Parisian brands that shine throughout the world today. Our ambition is for Sandro, Maje and Claudie Pierlot to continue attracting more and more customers every day on all continents. This IPO is a new stage in the development of the SMCP group. All of our teams, Judith, Ilan and myself are more than ever motivated to continue this entrepreneurial and family adventure. We intend to remain shareholders of the group, as we have been since the first day. On 6 th October 2017, the Autorité des marchés financiers ( AMF ) granted visa no on the prospectus relating to the IPO of SMCP in France, which consists of the registration document, registered with the AMF on 15 September 2017 under number I , a securities note and a summary of the prospectus (included in the securities note).

2 Structure of the Offering It is expected that the shares will be offered as part of a global offering (the Global Offering ) consisting of: - a public offering in France in the form of a public offering (offre à prix ouvert), open primarily to retail investors (the "OPO"). - an international private placement (the International Offering ) primarily aimed at institutional investors, including: a private placement in France, and an international private placement in selected other countries including in the United States of America pursuant to Rule 144A of the US Securities Act of 1933, as amended (the "Securities Act"), and outside the United States of America pursuant to Regulation S of the Securities Act.; If demands in the OPO so permit, the number of shares offered allocated in response to demands in the OPO will be at least equal to 10% of the total number of shares offered under the Global Offering, before any exercise of the overallotment option. Size of the Global Offering The initial public offering of SMCP will consist of: the issue of new shares in the context of a share capital increase in cash, resulting in gross proceeds of approximately 127 million, or net proceeds of approximately 121 million; and the sale of existing shares by the Selling Shareholders, resulting in gross proceeds of a maximum of: (based on the low end of the indicative offering price range) approximately 390 million excluding exercise of the overallotment option, of up to approximately 468 million if the over-allotment option are exercised in full; or (based on the high end of the indicative offering price range) approximately 479 million excluding exercise of the over-allotment option, of up to approximately 569 million if the over-allotment option are exercised in full. Indicative price range The offering price for the Global Offering is expected to be set within an indicative price range of between 20 and 25 per share. The offering price could also be set outside this indicative price range. The indicative price range could be changed at any time up to and including the date set for pricing the Global Offering. In the event that the high end of the indicative offering price range is increased, or if the actual offer price is higher than the indicative offering price range (or, if applicable, adjusted), the end of the subscription period in the OPO will be postponed or a new subscription period will be opened for the OPO, such that there will be at least two trading days between the date of the announcement of the new price range and the new closing date of the subscription period. Orders given in the context of the OPO prior to the publication of any press release announcing a new price range will be maintained, unless the purchasers expressly revoke their orders prior to the new date of the OPO subscription period. The offering price may be freely fixed below the indicative offering price range (in the absence of a significant impact on other aspects of the Global Offering). Indicative timetable for the Global Offering The OPO will begin on 9 October 2017 and is expected to close at 5pm (Paris time) on 18 October 2017 for orders placed in person, or at 8pm (Paris time) for orders placed online. The International Offering will begin on 9 October 2017 and is expected to close at 1pm (Paris time) on 19 October Trading of SMCP shares on the regulated market of Euronext Paris, in the form of promesses d'actions, is expected to begin on 20 October Settlement and delivery of the Global Offering is expected to occur on 23 October Reasons for the Global Offering The main objective of SMCP's IPO is to pursue its development and growth strategy and to reduce its indebtedness, in order to increase its financial flexibility. The Global Offering will also provide liquidity to the Selling Shareholders. In the context of the IPO, SMCP intends to refinance its indebtedness. Specifically, the net proceeds of the Global Offering will be used to reduce the financing costs of the Group, by repaying a portion of the 2023 Bonds, at the principal amount of 111,3 million, plus a make whole premium and interest accrued and due as at the repayment date (representing a total amount of approximately 9.7 million). The Group will also repay the 2022 Bonds in full for

3 a principal amount of 100 million (plus early repayment fees and accrued interest representing a total amount of approximately 2.4 million) with amounts drawn under the New Facility of the New Facilities Agreement. It is reminded that only the Selling Shareholders will receive the proceeds from the offer of the sold shares. Shandong Ruyi intends to use the proceeds from the disposal of the shares sold by European TopSoho Sàrl to purchase all or part of the shares in Yinchuan Ruyi owned by Yinchuan WeiXin, the vehicle formed by the minority shareholders who invested in the Group together with Shandong Ruyi, indirectly majority held by public investment funds of the People's Republic of China. As a result, Shandong Ruyi does not intend to ultimately benefit from the proceeds generated from the sale of shares sold by European TopSoho Sàrl in the context of the IPO. Such purchase, which will therefore strengthen Shandong Ruyi s control over SMCP, will be carried out by reference to the price of the Global Offering. Revocation of orders Orders placed online as part of OPO will be revocable online until the end of the OPO (i.e., 18 October 2017 at 8:00pm (Paris time)). It is up to investors to contact their financial intermediary to ensure that orders placed through other channels are revocable and under which conditions, and if orders placed online are revocable otherwise than online. Any order placed as part of the International Offering is revocable with the underwriting financial intermediary mentioned below who received such order until 19 October 2017 at 1:00pm (Paris time), subject to early closing or extension. Financial Intermediaries JP Morgan, BofA Merrill Lynch and KKR Capital Markets are acting as Global Coordinators, Joint Lead Managers and Joint Bookrunners. BNP PARIBAS and HSBC are acting as Joint Lead Managers and Joint Bookrunners. Société Générale Corporate & Investment Banking, and ICBC are acting as Co-Lead Managers. Mizuho International Plc acts as Co-manager. Lock-up undertakings European Topsoho Sàrl will agree to a lock-up undertaking for a period of 180 calendar days following the date of settlement and delivery of the Global Offering, subject to certain usual exceptions. The founders will agree to a lock-up undertaking for a period of 180 calendar days following the settlement date of the Offer, subject to certain usual exceptions. Management will agree to a lock-up undertaking for a period of 360 calendar days following the settlement date of the Offer, subject to certain usual exceptions. Information available for consultation by the public Copies of the French prospectus, which received the AMF visa n on 6 th October 2017, consisting of the registration document registered on 15 September 2017 under number I , a securities note and a summary of the prospectus (included in the securities note), are available free of charge at SMCP's registered office, as well as on the AMF website ( and SMCP's website ( SMCP draws the public's attention to the risk factors described in chapter 4 of the registration document and to section 2 of the securities note. The occurrence of one or more of such risks may have a material adverse effect on the Group's activities, reputation, financial position, results or outlook, and on SMCP's market share price. About SMCP SMCP is a global player in the apparel and accessories market with three distinct contemporary Parisian fashion brands, Sandro, Maje and Claudie Pierlot. End of June 2017 SMCP brands are present in more than 1200 points of sales in 36 countries. Evelyne Chetrite and Judith Milgrom founded Sandro and Maje in Paris, in 1984 and 1998 respectively and continue to provide creative direction for the brands. Claudie Pierlot was founded in 1984 by Madame Claudie Pierlot, and acquired by SMCP in About Shandong Ruyi Technology Group

4 Founded in 1972, Shandong Ruyi Technology Group Co. Ltd ("Shandong Ruyi ") is one of the largest textile manufacturers in China and ranks among the Top 100 Chinese multi-national enterprises. The group predominately engages in textile offerings and owns a fully-integrated value chain with operations spanning across raw materials cultivation, textiles processing, and design and sale of brands & apparel. Headquartered in Jining, Shandong, the hometown of Confucius and Mencius, Shandong Ruyi operates 13 domestic industrial parks and boasts some of the largest production lines and advanced technology in China. Shandong Ruyi also has a significant distribution and point of sales (POS) network that services a global customer base spread across 6 different continents. In Asia Pacific alone, the group operates over 3,000 POS. Shandong Ruyi has over 20 subsidiaries, with two listed subsidiaries in China and Japan respectively. Press contact Europe and France Brunswick Hugues Boëton smcp@brunswickgroup.com China Brunswick Baijia Liu smcpasia@brunswickgroup.com

5 Disclaimer: This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer. No communication and no information in respect of this transaction or of SMCP may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction (other than France) where such steps would be required. The issue, the subscription for or the purchase of SMCP s shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. SMCP assumes no responsibility for any violation of any such restrictions by any person. This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003, as amended (the Prospectus Directive ). This press release is an advertisement. In France, an offer of securities to the public may only be made pursuant to a prospectus which has received an AMF visa. With respect to the member States of the European Economic Area which have implemented the Prospectus Directive (each, a relevant member State ), other than France, no action has been undertaken or will be undertaken to make an offer to the public of the shares requiring a publication of a prospectus in any relevant member State. Consequently, the securities cannot be offered and will not be offered in any member State (other than France), except in accordance with the exemptions set out in Article 3(2) of the Prospectus Directive, if they have been implemented in the relevant member State(s) or in the other case which does not require the publication by SMCP of a prospectus pursuant to the Prospectus Directive and/or applicable regulation in the member States. This press release does not constitute an offer of the securities to the public in the United Kingdom. The distribution of this press release is not made, and has not been approved, by an authorized person within the meaning of Article 21(1) of the Financial Services and Markets Act As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) ( investment professionals ) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within 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 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons ). The securities of SMCP are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire the securities of SMCP may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction (other than France). Securities may not be offered or sold in the United States unless they have been registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act ), or are exempt from registration. The shares of SMCP have not been and will not be registered under the U.S. Securities Act and SMCP does not intend to make a public offer of its shares in the United States. The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in Canada, Australia or Japan. This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan. J.P. Morgan Securities plc, acting as Stabilization Agent, may, for a period of 30 days following the date of public disclosure of the offering price (i.e., on a schedule to November 18, 2017 inclusive) (but not under any circumstances), in accordance with the applicable laws and regulations, in particular those of Delegated Regulation No 2016/1052 of the European Commission of March 8, 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament European Union and the Council and concerning the conditions applicable to buyback programs and stabilization measures, to carry out stabilization operations in order to stabilize or support the price of SMCP's shares on the regulated market of Euronext Paris. In accordance with Article 7 of Delegated Regulation No 2016/1052 of the European Commission of March 8, 2016, stabilization operations may not be carried out at a price higher than the offer price. Such interventions may affect the price of the shares and may result in the determination of a higher market price than would otherwise prevail. Even if stabilization operations were carried out, J.P. Morgan Securities plc could, at any time, decide to discontinue such operations. The information will be provided to the competent market authorities and to the public in accordance with Article 6 of the abovementioned Regulation. Pursuant to the provisions of Article 8 of the abovementioned Regulation, J.P. Morgan Securities plc, acting on behalf of the

6 guarantors of the offer, may make over-allotments in connection with the offer up to the number of shares covered by the over-allotment option, plus, if applicable, 5% of the offer (excluding exercise of the over-allotment option). J.P. Morgan Securities plc and Merrill Lynch International are authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority (the FCA ) and the Prudential Regulation Authority. KKR Capital Markets Limited is authorised and regulated by the FCA. J.P. Morgan Securities plc, KKR Capital Markets Limited, Merrill Lynch International, BNP PARIBAS, HSBC, Société Générale Corporate & Investment Banking, ICBC and Mizuho International Plc, are acting exclusively for SMCP and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than SMCP for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the Offering of the shares, J.P. Morgan Securities plc, KKR Capital Markets Limited, Merrill Lynch International, BNP PARIBAS, HSBC, Société Générale Corporate & Investment Banking, ICBC and Mizuho International Plc and any of their affiliates, may take up a portion of the shares in the Offering 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 SMCP or related investments in connection with theoffering or otherwise. Accordingly, references in the prospectus, once published, to the 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, J.P. Morgan Securities plc, KKR Capital Markets Limited, Merrill Lynch International, BNP PARIBAS, HSBC, Société Générale Corporate & Investment Banking, ICBC and Mizuho International Plc and any of their affiliates acting in such capacity. In addition, J.P. Morgan Securities plc, KKR Capital Markets Limited, Merrill Lynch International, BNP PARIBAS, HSBC, Société Générale Corporate & Investment Banking, ICBC and Mizuho International Plc and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which J.P. Morgan Securities plc, KKR Capital Markets Limited, Merrill Lynch International, BNP PARIBAS, HSBC, Société Générale Corporate & Investment Banking, ICBC and Mizuho International Plc and any of their affiliates may from time to time acquire, hold or dispose of shares. J.P. Morgan Securities plc, KKR Capital Markets Limited, Merrill Lynch International, BNP PARIBAS, HSBC, Société Générale Corporate & Investment Banking, ICBC and Mizuho International Plc 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 J.P. Morgan Securities plc, KKR Capital Markets Limited, Merrill Lynch International, BNP PARIBAS, HSBC, Société Générale Corporate & Investment Banking, ICBC and Mizuho International Plc 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 announcement (or whether any information has been omitted from the announcement) or any other information relating to SMCP, 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.