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Wednesday, 29 November 2017

MAISONS DU MONDE ANNOUNCES THE SUCCESS OF ITS OFFERING OF BONDS CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE FOR EXISTING SHARES (OCEANEs) DUE 2023 FOR A NOMINAL AMOUNT OF APPROX. €200 MILLION

MAISONS DU MONDE    

Published: 14:55 CET 29-11-2017 /GlobeNewswire /Source: MAISONS DU MONDE / : MDM /ISIN: FR0013153541


 

Not for release, publication or distribution, directly or indirectly, in or into the United States of America, Canada, Japan or Australia

 

PRESS RELEASE

 

MAISONS DU MONDE ANNOUNCES THE SUCCESS OF ITS OFFERING OF BONDS CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE FOR EXISTING SHARES (OCEANEs) DUE 2023 FOR A NOMINAL AMOUNT OF approx. €200 million

 

Nantes, 29 November 2017,

 

Maisons du Monde (the "Company") (Euronext Paris: MDM, ISIN Code: FR0013153541) announces today the successful placement of bonds convertible into new shares and/or exchangeable for existing shares ("OCEANEs") due 6 December 2023 (the "Bonds") by way of a private placement to institutional investors only, for a nominal amount of approx. €200 million, representing approx. 4.1 million underlying shares (the "Offering").

The net proceeds of the Offering will be used for the partial refinancing of the existing €250 million term loan.

The nominal unit value of the Bonds has been set at €48.78, corresponding to a premium of 42.5% above the Company's reference share price[1] on the regulated market of Euronext Paris.

The Bonds will be issued at par on 6 December 2017, the expected settlement and delivery date of the Bonds (the "Issue Date") and redeemed at par on 6 December 2023. The bonds will bear a coupon of 0.125%, payable annually in arrears on 6 December of each year (or on the following business day if this date is not a business day) and for the first time on 6 December 2018 (or on the following business day if this date is not a business day).

Unless previously converted, exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 6 December 2023 (or on the following business day if this date is not a business day). The Bonds may be redeemed prior to maturity at the option of the Company, subject to certain conditions, and at the option of bondholders in the event of a change of control of the Company (as defined in the terms and conditions of the Bonds).

Existing shareholders of the Company shall have no preferential subscription rights (or priority subscription period) in connection with the Bonds or the underlying shares of the Company.

The Bonds are expected to be listed on the Euronext AccessTM market of Euronext Paris within 30 days after the Issue Date.

 

Conversion right

From the Issue Date (i.e. 6 December 2017) and up to 5.00 p.m. (Paris time) on the 7th business day preceding the maturity date or the relevant early redemption date, the Bonds will entitle their holders to receive shares of the Company at a ratio of one share per Bond, subject to any potential subsequent adjustments.

Upon exercise of their conversion/exchange right, bondholders will receive, at the option of the Company, new and/or existing Company shares. The Company new shares eventually delivered shall carry current rights to dividends paid following the date of delivery of the shares.

 

Dilution

Considering the offering of the Bonds for an amount of approx. €200 million represented by 4,100,041 Bonds and a nominal value of €48.78 per Bond, maximum dilution would represent 9.1% of the outstanding share capital, should the Company decide to exclusively deliver new shares upon conversion.

 

Lock-up

In the context of the Offering, the Company has agreed to a lock-up undertaking for a period starting from the announcement of the final terms of the Bonds and ending 90 days following the Issue Date, subject to certain exceptions.

 

Legal framework of the Offering and placement

The Bonds have been issued in accordance with the 30th resolution adopted by the shareholders' extraordinary general meeting held on 29 April 2016. The Bonds have been offered only via an accelerated book building process through a private placement in France and outside France (excluding the United States of America, Canada, Australia or Japan), to institutional investors only in accordance with the provisions of article L. 411-2 II of the French monetary and financial code. There was no public offering in connection with the Bonds in any country (including France). There was no prospectus  prepared in connection with the Offering.

 

Citigroup Global Markets Limited acted as Sole Global Coordinator and Joint Bookrunner of the Offering. Crédit Agricole CIB acted as Joint Bookrunner of the Offering.

 

Available information

Detailed information on Maisons du Monde, including its business, results, prospects and related risk factors are described in the Registration document (Document de référence) for financial year ended 31 December 2016 filed by the Company with the French Autorité des marchés financiers on 25 April 2017 under N° R.17-022, which is available together with all the press releases and other regulated information about the Company (including its interim financial report as at 30 June 2017), on the Company's website (www.corporate.maisonsdumonde.com).

 

Important information

This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities and the Offering is not an offer to the public in any jurisdiction, including France.

 

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About Maisons du Monde

Maisons du Monde is a creator of inspirational lifestyle universes in the homeware industry, offering distinctive and affordable decoration and furniture collections that showcase multiple styles. The Group develops its business through an integrated and complementary omnichannel approach, leveraging its international network of stores, websites and catalogues. The Group was founded in France in 1996 and has profitably expanded across Europe since 2003. The Group reported sales of €882 million and EBITDA of €123 million for the year ended 31 December 2016. In 2016, the Group operated 288 stores in seven countries including France, Italy, Spain, Belgium, Switzerland, Germany and Luxembourg, and derived over 36% of its sales from outside France. The Group has also built a successful complementary and comprehensive online shopping website, sales from which grew 37% per year on average between 2010 and 2016. The website is available in eleven countries: the seven countries where the Group operates stores plus Austria, the Netherlands, Portugal and the United Kingdom. In 2016, online sales represented 19% of the Group's sales.

www.corporate.maisonsdumonde.com

 

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Contacts

Investor Relations

Press Relations

Laurent Sfaxi - +33 2 51 71 52 07

Clémentine Prat - +33 2 51 79 54 08

lsfaxi@maisonsdumonde.com

cprat@maisonsdumonde.com

 

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DISCLAIMER

This press release may not be released, published or distributed, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No communication or information relating to the Offering may be transmitted to the public in a country where there is a registration obligation or where an approval is required. No action has been or will be taken in any country in which such registration or approval would be required. The issuance or the subscription of the Bonds may be subject to legal and regulatory restrictions in certain jurisdictions; none of Maisons du Monde and the Joint Bookrunners assumes any liability in connection with the breach by any person of such restrictions.

This press release is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003 as amended (the "Prospectus Directive"). This press release is not an offer to the public, an offer to subscribe or designed to solicit interest for purposes of an offer to the public in any jurisdiction, including France.

The Bonds have been offered only by way of a private placement in France and/or outside France (excluding the United States of America, Australia, Canada and Japan), solely to persons referred to in article L. 411-2-II of the French monetary and financial code (Code monétaire et financier) (except the restricted circle of investors (cercle restreint d'investisseurs)). There will be no public offering in any country (including France) in connection with the Bonds. This press release does not constitute a recommendation concerning the issue of the Bonds. The value of the Bonds and the shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Bonds for the person concerned.

European Economic Area

With respect to the Member States of the European Economic Area (the "Relevant Member States"), no action has been undertaken or will be undertaken to make an offer to the public of the Bonds requiring a publication of a prospectus in any Relevant Member State. As a result, the Bonds may only be offered in Relevant Member States:

  1. to qualified investors as defined in the Prospectus Directive; or
  2. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Bonds shall result in a requirement for the publication by the Company or any Joint Bookrunner of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this paragraph, the expression "offer to the public of Bonds" in any Relevant Member State, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the Offering and on the Bonds to be offered, thereby enabling an investor to decide to purchase or subscribe for the Bonds, as the same may be varied in that Relevant Member State.

These selling restrictions with respect to Relevant Member States apply in addition to any other selling restrictions which may be applicable in the Relevant Member States who have implemented the Prospectus Directive.

France

The Bonds have not been and will not be offered or sold or cause to be offered or sold, directly or indirectly, to the public in France. Any offer or sale of the Bonds and distribution of any offering material relating to the Bonds have been and will be made in France only to (a) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), and/or (b) qualified investors
(investisseurs qualifiés) acting for their own account, as defined in, and in accordance with, Articles L.411-1, L.411-2 and D. 411-1 of the French monetary and financial code (Code monétaire et financier).

United Kingdom

This press release is addressed and directed only (i) to persons located outside the United Kingdom, (ii) to investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) to people designated by Article 49(2) (a) to (d) of the Order or (iv) to any person to whom this press release may otherwise lawfully be communicated (the persons mentioned in paragraphs (i), (ii), (iii)and (iv) all deemed relevant persons ("Relevant Persons")). The Bonds and, as the case may be, the shares of Maisons du Monde to be delivered upon exercise of the conversion/exchange right, are intended only for Relevant Persons and any invitation, offer of contract related to the subscription, tender, or acquisition of the Bonds may be addressed and/or concluded only with Relevant Persons. All persons other than Relevant Persons must abstain from using or relying on this document and all information contained therein.

This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

United States of America

This press release may not be released, published or distributed in or into the United States of America (including its territories and dependencies, any State of the United States of America and the District of Columbia). This press release does not constitute or form a part of an offer of securities for sale or of any offer or solicitation to purchase securities in the United States of America. The securities mentioned herein have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), the law of any state of the United States of America and may not be offered or sold in the United States of America, except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act or the law of the above states. The Bonds will be offered or sold only in offshore transactions outside of the United States of America, in accordance with Regulation S of the Securities Act. Maisons du Monde does not intend to register any portion of the proposed offering in the United States of America and no public offering will be made in the United States of America.

Australia, Canada and Japan

The Bonds may not and will not be offered, sold or purchased in Australia, Canada or Japan. The information contained in this press release does not constitute an offer of securities for sale in Australia, Canada or Japan.

The distribution of this press release in certain countries may constitute a breach of applicable law.

 



[1] The reference share is equal to the volume-weighted average price of Maisons du Monde shares recorded on the regulated market of Euronext Paris from the start of trading on 29 November 2017 until the determination of the final terms of the Bonds on the same day.



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This announcement is distributed by Nasdaq Corporate Solutions (One Liberty Plaza, 165 Broadway, New York, NY 10006. Tel: +1 212 401 8700. www.nasdaqomx.com) on behalf of Nasdaq Corporate Solutions clients. Source: MAISONS DU MONDE, Le Portereau Route du Port Aux Meules BP 52402, VERTOU 44124, FRANCE
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