NetBooster (FR0000079683 – ALNBT – PEA-PME eligible), a leading independent European agency in digital performance marketing in Europe and Middle East, announces the closing of a capital increase of 2,437,730 new ordinary shares (representing 12.76% of NetBooster’s share capital) by way of a private placement, for a total amount of 5,345,941.89 Euros, entirely subscribed by Nobel.
NetBooster Group’s appeal is as a serious contender and leader in the global independent performance agency space, strengthened by the partnership with US based PMX Agency and demonstrated by a growing portfolio of leading international brands, including; Accor Hotels, Emirates, Estée Lauder, Groupe SEB and Deutsche Telekom.
As a result of achievements in recent years, the Group is in a solid position to play an active role in its consolidating global industry. The proceeds from the capital increase adding to the committed 10 million Euros credit facility will be used to support strong organic growth by M&A activities.
Based on a unique market position and positive outlook, the Company was able to attract Nobel as a new investor. Nobel is managed by Weinberg Capital Partners, a management company founded in 2005 by Mr Serge Weinberg.
Nobel is to be coopted as a Board member of the Company in replacement of resigning Board member, Mr Andreas von Habsburg and such cooptation will be submitted for ratification to the next General Meeting of the Company.
Mr. Thomas Armbruster, COO, NetBooster S.A. commented: “We are very pleased with the successful completion of this transaction with Nobel, that will help us stabilise our shareholder base in the long-run.This financing round represents the culmination of many years of hard work, solidifies NetBooster’s balance sheet and gives us the means to fulfill our ambitions.”
Mr. Cédric Weinberg, Associate Director at Nobel opined: “We have identified a compelling investment opportunity in NetBooster, given the company’s strong position in the digital marketing domain, the favourable trends of its market, the quality of the management and its proven track record. We will actively support the Group in achieving its objective to become the global independent leader.”
Reminder of the main terms of the share capital increase
This capital increase was carried out by way of a private placement in accordance with Article L.411-2 of the French Monetary and Financial Code (qualified investors and/or restricted circle of investors), without preferential rights of the existing shareholders, pursuant to Article L.225-136 of the French Commercial Code and the eleventh resolution of the Shareholders General Meeting held on 25th June, 2015.
Under this capital increase, NetBooster will issue 2,437,730 new ordinary shares, with a nominal value of 0.10 Euros each, for a cash consideration of 2.193 Euros per share (issue premium included). This subscription price represents a discount of 10% with respect to the average of the closing price of NetBooster’s share during the last three trading sessions on Alternext Paris preceding the setting of the subscription price.
Following the transaction, the total number of NetBooster’s shares will be 19,110,300 shares. The new shares arising from the capital increase will represent 12.76% of NetBooster’s share capital. For information purpose, the ownership interest of a shareholder owning 1% of the Company’s share capital prior to the issuance of the shares will be reduced to 0.87% on a non-diluted basis.
The new shares shall be submitted to all statutory provisions. The new shares will be fully assimilated with the existing shares. They will be listed on Alternext Paris on the same line as the existing shares, under code ISIN FR0000079683. Settlement and delivery is scheduled for 6th September, 2016.
In accordance with Article 211-3 of the General Regulation of the French financial market authority (Autorité des marchés financiers), the offering of the Company’s shares in the form of a private placement does not require submission of a prospectus registered with the AMF.