Notice of stabilization transactions

Transcription

1 Paris, 17 November 2017 Notice of stabilization transactions SMCP announces today that, in connection with its initial public offering, it has received from J.P. Morgan Securities plc, acting as stabilizing manager, the following information about the buying stabilization transactions performed between 10 November and 17 November 2017 (included) on the regulated market of Euronext Paris: Date/Time of the transaction Price Quantity 10-nov :14:13 20, nov :24:14 20, nov :28:08 20, nov :28:08 20, nov :28:08 20, nov :28:09 20, nov :30:35 20, nov :30:35 20, nov :41:53 20, nov :41:53 20, nov :41:53 20, nov :55:32 20, nov :08:43 20, nov :17:54 20, nov :17:55 20, nov :20:13 20, nov :24:51 20, nov :52:01 20, nov :52:01 20, nov :52:01 20, nov :52:24 20, nov :52:25 20, nov :52:56 20, nov :52:56 20, nov :52:56 20, nov :55:14 20, nov :55:14 20, nov :55:14 20, nov :01:31 20, nov :01:31 20, nov :01:32 20, nov :01:51 20, nov :06:45 19, nov :08:30 19, nov :11:49 19, nov :11:55 19, nov :52:10 19, nov :18:10 20, nov :26:29 20,

2 10-nov :48:42 19, nov :50:43 19, nov :58:41 20, nov :58:41 19, nov :11:55 19, nov :12:46 19, nov :24:22 19, nov :24:26 19, nov :24:26 19, nov :27:39 20, nov :28:40 20, nov :37:35 20, nov :37:35 20, nov :37:35 20, nov :53:15 20, nov :53:16 20, nov :02:13 20, nov :02:21 20, nov :02:21 20, nov :17:14 20, nov :17:14 20, nov :29:55 20, nov :47:28 20, nov :57:44 20, nov :57:44 20, nov :57:45 20, nov :57:45 20, nov :57:46 20, nov :59:01 20, nov :10:34 20, nov :10:39 20, nov :10:42 20, nov :10:42 20, nov :18:43 20, nov :27:38 20, nov :28:29 20, nov :42:36 20, nov :45:23 20, nov :49:01 20, nov :49:01 20, nov :53:24 20, nov :53:30 20, nov :14:07 20, nov :16:08 20, nov :16:59 20, nov :19:35 20, nov :19:35 20, nov :19:44 20, nov :19:44 20, nov :19:44 20, nov :23:15 20, nov :24:03 20, nov :25:43 20, nov :25:52 20, nov :26:01 20, nov :26:01 20, nov :26:14 20, nov :27:57 20,

3 10-nov :28:03 20, nov :28:03 20, nov :28:28 20, nov :28:47 20, nov :28:55 20, nov :35:30 20, nov :35:33 20, nov :35:33 20, nov :35:34 20, nov :35:35 20, nov :35:35 20, nov :35:35 20, nov :35:36 20, nov :35:40 20, nov :05:29 20, nov :32:33 20, nov :34:21 20, nov :56:21 20, nov :56:21 20, nov :01:44 20, nov :19:21 20, nov :19:21 20, nov :25:00 20, nov :25:29 20, nov :34:40 20, nov :35:08 20, nov :42:39 20, nov :42:39 20, nov :42:39 20, nov :44:41 20, nov :44:43 20, nov :44:43 20, nov :53:46 20, nov :59:37 20, nov :03:40 20, nov :03:57 20, nov :04:29 20, nov :05:12 20, nov :05:20 20, nov :00:33 20, nov :00:33 20, nov :00:48 20, nov :01:06 20, nov :02:55 20, nov :02:55 20, nov :05:26 20, nov :21:48 20, nov :34:24 20, nov :34:38 20, nov :34:52 20, nov :35:04 20, nov :38:15 20, nov :55:41 20, nov :55:44 20, nov :39:24 20, nov :41:17 20, nov :22:11 20, nov :22:11 20,

4 13-nov :22:11 20, nov :22:12 20, nov :22:13 20, nov :22:14 20, nov :26:04 20, nov :26:04 20, nov :26:04 20, nov :27:16 20, nov :27:16 20, nov :38:47 20, nov :44:01 20, nov :46:50 20, nov :47:19 20, nov :54:47 20, nov :32:44 20, nov :33:45 20, nov :36:28 20, nov :44:01 20, nov :00:24 20, nov :00:24 20, nov :00:24 20, nov :00:24 20, nov :00:24 20, nov :00:24 20, nov :02:09 20, nov :07:38 20, nov :13:53 20, nov :37:07 20, nov :50:56 20, nov :50:56 20, nov :50:56 20, nov :50:57 20, nov :52:02 20, nov :03:04 20, nov :03:04 20, nov :06:10 20, nov :06:10 20, nov :17:01 20, nov :19:35 20, nov :19:35 20, nov :19:54 20, nov :20:00 20, nov :26:21 20, nov :27:10 20, nov :28:00 20, nov :28:00 20, nov :28:38 20, nov :36:01 20, nov :36:03 20, nov :36:04 20, nov :36:04 20, nov :36:04 20, nov :36:05 20, nov :36:05 20, nov :36:06 20, nov :36:07 20, nov :36:08 20, nov :36:09 20,

5 13-nov :36:09 20, nov :36:09 20, nov :36:10 20, nov :36:11 20, nov :38:06 20, nov :38:07 20, nov :42:20 20, nov :46:52 20, nov :48:53 20, nov :49:54 20, nov :49:54 20, nov :49:54 20, nov :54:50 20, nov :54:59 20, nov :58:04 20, nov :58:04 20, nov :58:04 20, nov :58:04 20, nov :58:05 20, nov :58:05 20, nov :08:09 20, nov :08:11 20, nov :11:55 20, nov :12:10 20, nov :21:05 20, nov :21:20 20, nov :56:28 20, nov :59:59 20, nov :59:59 20, nov :00:03 20, nov :07:43 20, nov :08:23 20, nov :08:23 20, nov :08:23 20, nov :08:25 20, nov :11:40 20, nov :11:40 20, nov :26:40 20, nov :27:54 20, nov :27:54 20, nov :38:39 20, nov :14:14 20, nov :14:14 20, nov :14:14 20, nov :14:14 20, nov :14:33 20, nov :30:34 20, nov :35:48 20, nov :39:07 20, nov :40:02 20, nov :05:23 20, nov :05:23 20, nov :05:23 20, nov :13:42 20, nov :13:42 20, nov :13:42 20, nov :18:42 20, nov :21:23 20,

6 14-nov :25:31 20, nov :25:31 20, nov :25:31 20, nov :25:31 20, nov :25:31 20, nov :27:00 20, nov :27:00 20, nov :27:17 20, nov :28:12 20, nov :28:12 20, nov :28:42 20, nov :28:42 20, nov :28:43 20, nov :28:43 20, nov :35:22 20, nov :35:22 20, nov :35:22 20, nov :35:22 20, nov :37:31 20, nov :46:23 20, nov :14:05 20, nov :14:05 20, nov :14:05 20, nov :14:05 20, nov :14:13 20, nov :19:10 20, nov :19:55 20, nov :20:48 20, nov :20:57 20, nov :22:42 20, nov :24:08 20, nov :25:06 20, nov :27:45 20, nov :27:45 20, nov :35:33 20, nov :35:34 20, nov :35:36 20, nov :35:37 20, nov :35:37 20, nov :35:37 20, nov :35:37 20, nov :35:38 20, nov :35:39 20, nov :35:39 20, nov :35:40 20, nov :35:42 20, nov :35:42 20, nov :13:49 20, nov :13:49 20, nov :19:39 20, nov :21:23 20, nov :23:09 20, nov :40:40 20, nov :40:43 20, nov :41:28 20, nov :50:40 20, nov :50:50 20, nov :23:03 20,

7 15-nov :23:03 20, nov :34:10 20, nov :39:59 20, nov :40:31 20, nov :57:28 20, nov :57:28 20, nov :57:28 20, nov :57:28 20, nov :04:28 20, nov :05:32 20, nov :05:32 20, nov :05:32 20, nov :07:35 20, nov :14:57 20, nov :40:05 20, nov :40:06 20, nov :52:43 20, nov :52:43 20, nov :53:03 20, nov :53:15 20, nov :03:11 20, nov :05:26 20, nov :06:49 20, nov :08:52 20, nov :10:27 20, nov :39:24 20, nov :55:23 20, nov :57:37 20, nov :29:01 20, nov :31:03 20, nov :48:56 20, nov :49:20 20, nov :57:43 20, nov :57:43 20, nov :13:06 20, nov :13:06 20, nov :22:20 20, nov :27:23 20, nov :35:23 20, nov :40:32 20, nov :46:43 20, nov :47:32 20, nov :06:03 20, nov :06:03 20, nov :15:52 20, nov :19:58 20, nov :22:03 20, nov :28:17 20, nov :38:54 20, nov :42:55 20, nov :51:18 20, nov :51:25 20, nov :59:14 20, nov :00:55 20, nov :01:02 20, nov :01:40 20, nov :04:28 20, nov :21:03 20,

8 15-nov :21:03 20, nov :26:17 20, nov :26:17 20, nov :34:14 20, nov :34:14 20, nov :36:03 20, nov :36:03 20, nov :36:03 20, nov :51:31 20, nov :51:31 20, nov :54:52 20, nov :54:53 20, nov :54:58 20, nov :57:33 20, nov :00:43 20, nov :00:43 20, nov :05:43 20, nov :06:06 20, nov :09:04 20, nov :09:04 20, nov :10:23 20, nov :10:39 20, nov :10:51 20, nov :17:45 20, nov :19:05 20, nov :21:57 20, nov :21:57 20, nov :21:57 20, nov :21:57 20, nov :24:27 20, nov :25:02 20, nov :25:17 20, nov :25:17 20, nov :25:47 20, nov :25:47 20, nov :25:47 20, nov :25:47 20, nov :28:55 20, nov :28:56 20, nov :28:57 20, nov :35:32 20, nov :35:35 20, nov :35:36 20, nov :35:37 20, nov :35:37 20, nov :35:37 20, nov :20:18 20, nov :21:16 20, nov :21:16 20, nov :34:48 20, nov :40:23 20, nov :40:23 20, nov :40:23 20, nov :40:24 20, nov :40:24 20, nov :40:27 20, nov :40:30 20, nov :51:57 20,

9 16-nov :59:04 20, nov :05:41 20, nov :23:58 20, nov :41:41 20, nov :47:17 20, nov :58:50 20, nov :58:50 20, nov :21:01 20, nov :24:25 20, nov :26:51 20, nov :38:22 20, nov :40:48 20, nov :44:54 20, nov :44:54 20, nov :46:29 20, nov :46:41 20, nov :47:55 20, nov :49:49 20, nov :49:59 20, nov :41:26 20, nov :41:26 20, nov :21:49 20, nov :21:49 20, nov :29:02 20, nov :30:01 20, nov :30:37 20, nov :38:10 20, nov :38:10 20, nov :38:10 20, nov :38:10 20, nov :56:06 20, nov :56:15 20, nov :13:28 20, nov :17:28 20, nov :27:15 20, nov :27:15 20, nov :39:11 20, nov :39:11 20, nov :49:48 20, nov :55:07 20, nov :55:07 20, nov :04:23 20, nov :04:23 20, nov :04:23 20, nov :11:35 20, nov :22:00 20, nov :22:00 20, nov :24:01 20, nov :27:58 20, nov :28:06 20, nov :35:09 20, nov :35:09 20, nov :35:10 20, nov :35:11 20, nov :35:12 20, nov :35:13 20, nov :35:13 20, nov :08:47 20,

10 17-nov :11:36 20, nov :11:36 20, nov :11:36 20, nov :12:44 20, nov :12:44 20, nov :48:44 20, nov :49:02 20, nov :51:18 20, nov :51:21 20, nov :03:41 20, nov :03:41 20, nov :11:35 20, nov :22:08 20, nov :22:30 20, nov :04:50 20, nov :06:42 20, nov :06:42 20, nov :25:20 20, nov :25:20 20, nov :25:20 20, nov :26:52 20, nov :40:54 20, nov :41:05 20, nov :41:06 20, nov :41:06 20, nov :41:06 20, nov :54:21 20, nov :54:21 20, nov :57:02 20, nov :58:08 20, nov :58:08 20, nov :05:47 20, nov :05:49 20, nov :07:13 20, nov :23:13 20, nov :23:13 20, nov :24:22 20, nov :24:22 20, nov :47:32 20, nov :51:40 20, nov :53:40 20, nov :17:41 20, nov :26:41 20, nov :26:41 20, nov :40:42 20, nov :41:01 20, nov :41:06 20, nov :43:45 20, nov :25:08 20, nov :26:24 20, nov :26:29 20, nov :27:38 20, nov :27:40 20, nov :27:40 20, nov :36:55 20, nov :36:55 20, nov :40:08 20, nov :30:57 20,

11 17-nov :31:03 20, nov :16:48 20, nov :16:48 20, nov :16:48 20, nov :18:22 20, nov :18:22 20, Other information Name of the company: SMCP Name of the PSI: J.P. Morgan Securities plc LEI of the PSI: K6Q0W1PS1L1O4IQL9C32 Financial instrument classification: Share Label: SMCP ISIN code: FR Ticker: SMCP Compartment: A ICB sector: 3763 Clothing & Accessories Information available for consultation by the public Copies of the French prospectus, which received the AMF visa n on 6 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 detailed in chapter 4 of the registration document and in section 2 of the securities note. The realisation 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 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 1,200 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 Press contact Europe and France Brunswick Hugues Boëton smcp@brunswickgroup.com China Brunswick Baijia Liu smcpasia@brunswickgroup.com 11

12 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 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 ). 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 12

13 abovementioned Regulation. Pursuant to the provisions of Article 8 of the abovementioned Regulation, J.P. Morgan Securities plc, acting on behalf of the 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). 13