GL events. Offering circular (note d opération)

Transcription

1 GL events Offering circular (note d opération) MADE AVAILABLE TO THE PUBLIC IN CONNECTION WITH THE CAPITAL INCREASE THROUGH THE ISSUE OF 1,529,216 SHARES, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS BUT WITH A PREEMPTIVE RIGHTS EXERCISE PERIOD FOR EXISTING SHAREHOLDERS. The legal notice will be published in France in the Bulletin des Annonces Légales Obligatoires of 9 November 2005 Approval by the Autorité des Marchés Financiers Pursuant to articles L and L of the code monétaire et financier and notably the provisions of articles to of general regulations of the Autorité des Marchés Financiers (hereinafter the AMF ), the latter has approved the French version of the prospectus under No on 4 th November This prospectus was prepared by the issuer whose signatories are liable for its content. In accordance with article L of the code monétaire et financier, this approval was granted after the AMF verified that the document was complete and comprehensible and the information presented therein consistent. As such, it does not constitute an approval of the merits of the offering nor an authentication of the accounting and financial information therein. The prospectus registered with the AMF consists of: - the shelf registration document (document de référence), filed by the company with the AMF on 29 April 2005 under number D , - the first update of this registration document filed on 19 May 2005, - the second update of this registration document filed on 4 November 2005, - the group's consolidated financial statements and the report on the statutory auditors on the consolidated financial statements for the period ended 31 December 2003 as presented in the registration document filed with the AMF on 25 May 2004 under number D , - the group's consolidated financial statements and the report on the statutory auditors on the consolidated financial statements for the period ended 31 December 2002 as presented in the registration document filed with the AMF on 19 May 2003 under number D , and - this offering circular (which provides a summary of the prospectus). Lead manager: CIC Vizille Capital Finance Book-runner: CM CIC Securities Summary of the prospectus This summary briefly presents key information contained in the prospectus of GL events. As such, it should be read as an introduction to the prospectus. Any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor. Where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of EC Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated. Civil liability attaches to those persons who have tabled the summary including any translation thereof, and applied for its notification, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus. 1

2 A. OFFERING HIGHLIGHTS Number of new shares to be issued 1,529,260 shares with a par value of 4 per share or an aggregate nominal amount of 6,116,864. Issue price per share, to be fully paid-up upon subscription representing a par value of 4 plus issue premium of Total estimated amount of the offering The estimated amount of the issue is 35,783, Percentage of share capital and voting rights represented by the new shares On the basis of GL events authorized capital at 31 October 2005 consisting of 13,762,946 shares representing 20,188,037 voting rights, the 1,529,216 new shares issued will represent 10% of the share capital and 7.04% of the voting rights after the equity issue. Record date for the new shares The record date for new shares conferring rights to dividends shall be 1 January The new shares will rank pari passu with existing shares. Preferential subscription rights Shareholders have waived their preferential subscription rights by virtue of the ninth resolution of the combined shareholders' meeting of 25 June Preemptive rights exercise period Shareholders of the company will benefit from a preemptive rights exercise period of four trading days from 7 November 2005 to 10 November 2005 inclusive to subscribe for shares according to exact rights (à titre irréductible) on the basis of one new share for every nine shares held. This preemptive rights exercise period shall not be negotiable or transferable. To qualify hereunder, shares must be maintained in the account of the subscriber by a bank or financial intermediary until the end of this period. One shareholder has waived its rights for two of its shares. Public offering period From 7 November 2005 to 15 November 2005 inclusive. The subscription period may be closed before this latter date except for applications for shares by individual investors. Underwriting An underwriting agreement (garantie de bonne fin) has been concluded with Vizille Capital Finance in compliance with article L of the Nouveau Code de Commerce covering the subscription to the capital increase of 1,529,216 new shares at 23.4 per share. This agreement was signed when the price of the offer was set on 3 November Intention of the main shareholders The majority shareholder, Polygone SA, representing 56.81%% of the share capital and 65.32% of the voting rights, has indicated its intention to exercise its rights by subscribing for shares for 17 million. Polygone SA will finance its participation in this issue through a capital increase of 7 million and a loan secured for this purpose for the balance. Banque de Vizille which owns 5.01% of the share capital and 6.43% of the voting rights has also indicated its intention to fully exercise its rights by subscribing for shares for 1,793,000. 2

3 Financial intermediaries Applications to subscribe for shares and payments during the preferential rights exercise period shall be made to CIC Lyonnaise de Banque, as registrar, paying and transfer agent for GL events. Applications to subscribe for shares and payments in connection with the public offering shall be made to CM - CIC Securities. Listing of the new shares Application will be made to list the new shares on Eurolist of Euronext Paris to begin trading on 24 November 2005 (on the same line as existing shares - Code ISIN: FR ). Trading range (Euronext Eurolist) Trading range since 1 January 2005 (closing share prices): high of on 3 October 2005 and low of on 3 January 2005; closing price on 3 November 2005: The preliminary timetable for the offering 4 November 2005 Authorization by the AMF financiers of the prospectus 7 November 2005 Press release announcing the beginning of the offering 7 November 2005 Beginning of the preemptive rights exercise period and public offering period Publication by Euronext of the notice of the beginning of the offering period Publication of a financial notice 10 November 2005 Closing of the preemptive rights exercise period 15 November 2005 Closing of the offering period 23 November 2005 Settlement-delivery 24 November 2005 Listing of the new shares on Eurolist B. OFFERING PROCEDURES Public offering The shares will be issued within the framework of a public offering in favour of individual investors in France and institutional investors in France and other countries (excluding the United States, Canada, Australia and Japan). No tranches have been reserved for a specific market. The public offering period will be from 7 November 2005 to 15 November However, the subscription period may be closed before this latter date except for applications by individual investors. Applications to subscribe for shares may be reduced in full or in part. Proceeds from the issue Estimated gross and net proceeds from the issue are respectively million and 34,884 million. Settlement-delivery of shares Settlement and delivery of shares will take place no later than the sixth trading day following the close of the offering period, i.e. 23 November

4 C. INFORMATION ON THE COMPANY'S BUSINESSES Selected financial data Presented according to IFRS as adopted by the European Union as of 30 June 2005 (figures from the consolidated financial statements in millions of euros) Balance sheet Assets 31/12/ /06/2005 Liabilities 31/12/ /06/2005 Non-current assets Shareholders equity Current assets Non-current liabilities Current liabilities Total 407,5 429,7 Total 407,5 429,7 Income statement 31/12/ /06/ /06/2005 Sales Operating profit Net financial expense (2.1) (0.6) (0.5) Pre-tax profit Income tax (7.6) (4.0) (5.9) Net income before minority interests Minority interests (0.6) (0.3) (1.0) Net income 15,4 7,8 9,7 Cash flow statement 31/12/ /06/ /06/2005 Cash and cash equivalents at beginning of year Cash flows Change in WCR (4.1) (12.9) 0.7 Cash flows from operating activities Cash flows from investing activities (35.0) (17.0) (44.5) Cash flows from financing activities (17.6) Change in cash and cash equivalents 20.6 (11.1) (39.2) Cash and cash equivalents at end of year

5 Shareholders' equity and liabilities As of 30 September 2005 net financial debt totalled 98.9 million for shareholders' equity of million at 30 June 2005, with no material changes occurring since on the basis of the most recent available financial information. Information on the company's businesses Created in 1978, under the name Polygone Services, GL events is today a global provider servicing all participants of the event industry: organizers, communications agencies, companies, institutions, etc. In close partnership with its clients, the group assists them from the design to implementation of their projects. In the event communications market, the principal participants include: Organizers, communications agencies Service providers Venues: exhibition centres, convention centres, concert halls, auditoriums and theatres, stadiums, etc. The most important remains the end customer: corporations, local governments/administrations, associations. The end customer may in turn select: one of the other event industry players while assuring the coordination; any of these players to assure the comprehensive management of the event. In this environment GL events has reinforced its historical expertise in event industry services by developing a portfolio of venues (convention centres, exhibitions centres, Zenith concert halls) and event engineering services to provide organizers global solutions. Today the group offers an extensive range of venues and associated services. Material changes since 30 June 2005 Since 30 June 2005, there have been no known changes in the group's financial and commercial situation. Strategy GL events goal is to become the leading integrated international provider of solutions for events by This goal will be achieved by integrating new fields of expertise, to complete its global offering and a by streamlining its organization to support two strategic business units, Global Services and Venue and Event Management. The goal of this strategy, in conjunction with continued expansion through organic growth and targeted acquisitions, is to achieve sales by 2008 approaching 700 million. By this date, Venue and Event Management and international markets should each account for respectively for 50% of group sales. Organic growth should benefit from increasing contributions from venues added to the group's portfolio in recent years. It should also be driven by calls for tenders as concession agreements for venues in France and other countries are renewed in the years ahead. Venue and Event Management should in turn fuel the growth of Global Services. In response to the group's excellent performance in the 2005 third quarter, management raised the full year sales guidance to 422 million from its initial guidance of 410 million. 5

6 Growth through strategic acquisitions will focus on four areas: - geographical expansion to strengthen expertise developed by Global Services offered through the existing network, - adding new areas of expertise, - developing high value-added services such as organizing conventions of events in France and Europe, - adding new international venues to the group's existing portfolio. The group's expansion will generate synergies both from the complementary nature of its two strategic business units and the development of its network enabling customers to benefit from an increasing choice of venues and services in France and other countries. The increasing contribution by Venue and Event Management to sales should also significantly enhance group earnings by Through this strategy combining continued organic growth with targeted acquisitions, the group should attain sales in 2008 approaching 700 million. Use of proceeds The purpose of the issue is to strengthen GL Events financial structure and, in line with the group s strategy, provide resources to actively pursue targeted acquisitions in the four areas defined above. D. RISK FACTORS GL events exercises its activity in an industrial and commercial environment subject to a certain number of risks that may affect the company's performance. Before making an investment decision, prospective investors should consult pages 80 to 85 of the shelf registration document (document de référence) that provides a detailed presentation of these risk factors in note 28 of the consolidated financial statements of 31 December 2004 as well as section 4.7 of the updated registration document filed with the AMF on 4 November 2005 in addition to assessing the following risk factors. Risks associated with the securities issued within the framework of this offering Fluctuations in securities markets, economic trends and financial transactions in progress may increase the volatility of share prices. During or after the offering period, sales of the company's shares on the market may adversely affect the share price. Risks associated with the company Within the framework of its activities, the company is subject to the following risks: - risks related to the potential loss of customers, - risks related to dependence on suppliers, - risks related to the very nature of the company s activities in respect to the security of its personnel and members of the public attending its events, - risks related to the sensitivity of its activity to adverse economic trends and events, - risks related to environmental regulations, - financial market risks (interest rates, exchange rates, liquidity). Other risks about which the company currently is unaware or that management considers marginal could also adversely affect its activity. 6

7 E. CORPORATE GOVERNANCE The Board of Directors - Chairman and Chief Executive Officer: Olivier Ginon - Vice Chairman and Managing Director: Olivier Roux - Managing Director: Gilles Gouedard-Comte - Managing Director: Damien Bertrand - Director: Aquasourca* represented by Mrs. Sophie Defforey Crepet - Director: Philippe Marcel* - Director: André Perrier* - Director: Erick Rostagnat * Independent Director Independent Auditors Principals: MAZARS Jean-Paul Simoens 131 bd de Stalingrad 302 rue Garibaldi Villeurbanne Lyon Alternates: Olivier Bietrix Michel Maza 131 bd de Stalingrad 109 route de Paris Villeurbanne Charbonnieres F. ADDITIONAL INFORMATION Share capital and shareholders As of 31 October 2005, the company s share capital was 55,051,784 divided into 13,762,946 shares with a par value of 4 per share. The following table provides a breakdown of the company's share capital and voting rights before and after the capital increase: Breakdown of share capital before the capital increase Pre-offering Pre-offering Pre-offering Pre-offering Number of shares Number of shares (%) Number of shares Number of shares (%) Polygone 7,818, % 8,545, % Directors 249, % 249, % Group majority shareholders subtotal 8,068, % 8,794, % Banque de Vizille 690, % 766, % Free float 5,004, % 5,730, % Total 13,762, % 15,292, % Breakdown of share capital after the capital increase Post-offering Post-offering Post-offering Post-offering Voting rights Voting rights (%) Voting rights Voting rights (%) Polygone 13,188, % 13,914, % Directors 413, % 413, % Group majority shareholders subtotal 13,601, % 14,328, % Banque de Vizille 1,297, % 1,374, % Free float 5,288, % 6,014, % Total 20,188, % 21,717, % 7

8 Dilution The impact of the offering on a holding of 1% in GL events current share capital would be as follows: Percentage of share capital before the offering: 1.00 % Percentage of share capital after the issue of 1,529,260 new shares: 0.90 % Consultation of corporate documents All legal and financial documents to be made available to shareholders in compliance with applicable regulations may be consulted at the company's registered office, route d Irigny, zone industrielle Brignais. Availability of the prospectus Copies of the prospectus may be obtained on request at no cost from GL events, route d Irigny, zone industrielle Brignais and from the lead manager of the offering. The prospectus may also be consulted at the web sites of GL events ( and the AMF ( Investor relations Mr. Erick Rostagnat Telephone: +33 (0) infos.finance@gl-events.com 8