Communication Regarding the Terms of the Stabilization Transactions and the Shareholding of Showroomprivé Following the Capital Increase Reserved for Employees
30 Nov, 2015, 07:00 GMT
LA PLAINE SAINT DENIS, France, November 30, 2015 /PRNewswire/ --
SRP Groupe ("Showroomprivé" or the "Company"), the holding company of showroomprive.com, today announces the details of the stabilization transactions carried out in connection with its initial public offering on the regulated market of Euronext Paris. Showroomprivé is an innovative and rapidly-growing online fashion retailer, with operations in France, its principal market, and eight other European countries.
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The total number of Showroomprivé's shares offered in its initial public offering is 11,624,314 ordinary shares (after taking into account the capital increase reserved for employees), representing 35.4% of the Company's current share capital (after taking into account the capital increase reserved for employees), and representing a total offering size (after taking into account the capital increase reserved for employees) of approximately €227 million.
The Company's public float represents approximately 36% of its share capital (after taking into account the capital increase for employees), and total number of shares of the Company on a non-diluted basis is 32,824,954.
Following the initial public offering and the offering reserved for employees, Showroomprivé's share capital and voting rights will be broken down as follows:
% of share % of voting
Shareholders Number of shares capital rights(7)
Ancelle SARL(1)(2) 5,804,836 17.68% 20.47%
Victoire Investissement Holding SARL(3) 3,889,789 11.85% 16.14%
Cambon Financière SARL(4) 3,454,933 10.53% 14.24%
TP Invest Holding SARL(5) 1,177,942 3.59% 4.89%
Subtotal Founders 14,327,500 43.65% 55.74%
Accel Partners Entities (6) 2,835,000 8.64% 11.76%
Kilwa Investment S.A. 2,274,679 6.93% 4.72%
Vipshop International Holdings Limited (8) 1,538,461 4.69% 3.19%
Employees 20,851 0.06% 0.04%
Other shareholders 11,828,463 36.03% 24.54%
Total 32,824,954 100.00% 100.00%
(1) Entity controlled by Mr. David Dayan.
(2) This number also includes 52,707 shares held by Mrs. Aurélie Dayan, the wife of Mr. David Dayan.
(3) Entity controlled by Mr. Eric Dayan.
(4) Entity controlled by Mr. Michaël Dayan.
(5) Entity controlled by Mr. Thierry Petit.
(6) Funds managed by Accel Partners holding the Company's shares, whose shares are aggregated for purposes of reporting the above share ownership information. The funds are Accel London III L.P., Accel London Investors 2009 L.P., Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P., Accel Growth Fund Investors 2010 LLC, Accel IX L.P., Accel IX Strategic Partners L.P. and Accel Investors 2010 (B), LLC.
(7) Taking into account double voting rights allocated to each fully paid-up ordinary share having been continuously owned in registered form (au nominatif) by the same shareholder for a minimum period of at least two years.
(8) Entity controlled by Vipshop Holdings Limited.
In accordance with the provisions of article 631-10 of the General Regulations of the French Autorité des marchés financiers (the "AMF"), Goldman Sachs International, acting as stabilizing agent, declares that it carried out stabilization operations involving a total of 1,740,519 shares of Showroomprivé (ISIN code: FR0013006558; ticker: SRP) offered as part of its initial public offering.
The stabilization period began on October 29, 2015 (following the publication of the results of the offering by Showroomprivé) and ended on November 27, 2015.
Stabilization transactions were carried out within the following price ranges:
Execution Date Transaction price ranges
Lowest Price (in EUR) Highest Price (in EUR)
October 29, 2015 19.50 19.50
October 30, 2015 16.95 19.50
November 2, 2015 16.70 17.12
November 3, 2015 17.80 18.30
November 4, 2015 18.81 19.00
November 5, 2015 19.05 19.10
November 6, 2015 19.25 19.25
November 9, 2015 19.32 19.50
November 10, 2015 19.35 19.50
November 11, 2015 19.35 19.40
November 13, 2015 18.85 19.30
November 16, 2015 18.55 19.19
November 17, 2015 18.68 19.17
November 18, 2015 18.73 19.25
November 19, 2015 18.95 19.00
November 23, 2015 18.48 19.00
November 24, 2015 18.16 18.80
November 25, 2015 18.30 18.80
November 26, 2015 18.46 18.80
November 27, 2015 18.51 18.90
The overallotment option to purchase a maximum of 1,740,519 additional shares, which was granted by the founders and entities affiliated with Accel Partners to Goldman Sachs International in its capacity as stabilization manager on behalf of the underwriters stated below, was not exercised.
Underwriting Syndicate
Goldman Sachs International and Deutsche Bank are acting as Joint Global Coordinators and Joint Bookrunners.
BNP PARIBAS and Société Générale Corporate & Investment Banking are acting as Joint Bookrunners.
Financial Advisor
Rothschild & Cie is acting as financial advisor to the Company and its shareholders.
Information Available to the Public
Copies of the prospectus, which received a visa from the AMF on October 16, 2015 under no. 15-534, consisting of the document de base which was registered on September 8, 2015 under number I.15-066, a securities note and a summary of the prospectus (included in the securities note), are available free of charge from SRP Groupe's headquarters as well as on the websites of the AMF (www.amf-france.org) and the Company (www.showroomprive-ipo.com). They can also be obtained free of charge and upon request from the Company, 1, rue des Blés, ZAC Montjoie, 93212 La Plaine St Denis, France.
SRP Groupe draws the public's attention to the risk factors described in chapter 4 of the document de base and in sections 2 and 11 of the securities note. The occurrence of one or more of these risks may have a material adverse effect on SRP Groupe's activities, reputation, financial position, results or outlook, and on SRP Groupe's share price.
About showroomprive.com
Showroomprivé is an innovative and rapidly-growing online fashion retailer, with operations in France, its principal market, and eight other European countries. With roots in both fashion sales and online marketing, Showroomprivé's vision is to re-invent the way women discover and shop for high street fashion. The Group's mobile apps and websites feature a curated selection of well-known and up-and-coming brands. The sleek presentation of Showroomprivé's sales events, together with the excitement of its private sale format - with shopping bargains of 50-70% off retail prices - help to create a highly engaging user experience. At the same time, the Group's platform offers a fashion-conscious and proven distribution channel for its brand partners' excess inventory. The Group has grown rapidly and profitably since its inception in 2006. By the end of 2014, the Group had attracted 20.2 million members to its platform. In the fiscal year ended December 31, 2014, the Group generated net revenues of €349.8 million. The Group employs more than 700 people.
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 SRP Groupe 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 SRP Groupe's shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. SRP Groupe 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, in particular by Directive 2010/73/UE in the extent such Directive has been transposed in the relevant member State of the European Economic Area (together, the "Prospectus Directive").
Copies of the prospectus, which received a visa from the AMF on October 16, 2015 under no. 15-534 and which consists of the document de base registered on September 8, 2015 under number I.15-066, a securities note and a summary of the prospectus (included in the securities note), are available free of charge from SRP Groupe's headquarters as well as on the websites of the AMF (www.amf-france.org) and the Company (www.showroomprive-ipo.com). Copies of the prospectus can also be obtained free of charge upon request from the Company at 1, rue des Blés, ZAC Montjoie, 93212 La Plaine St Denis, France. SRP Groupe draws the public's attention to the risk factors described in Chapter 4 of the document de base and in Sections 2 and 11 of the securities note. The realization of any one or more of these risks could have a material adverse effect on SRP Groupe's business, reputation, financial situation, results of operations and prospects, as well as on the market price of SRP Groupe's shares.
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 another case which does not require the publication by SRP Groupe of a prospectus pursuant to the Prospectus Directive and/or applicable regulation in the member States.
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 2000. 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 SRP Groupe are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire the securities of SRP Groupe 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 2000.
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 SRP Groupe have not been and will not be registered under the U.S. Securities Act and SRP Groupe 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.
Contacts
Showroomprivé
Thomas Kienzi, Head of Investors Relations, +33-1-49-46-05-67, investor.relations@showroomprive.com
Adeline Pastor, Communication Manager, +33-1-76-21-19-46, adeline.pastor@showroomprive.com
Brunswick
Candice Baudet Depierre, Morgane Le Gall, +33-1-53-96-83-83, SHOWROOMPRIVE@brunswickgroup.com
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SOURCE showroomprive.com