Vallourec ANNOUNCES THE SUCCESS OF ITS RIGHTS ISSUE FOR C. €300 MILLION WITH SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS
Boulogne-Billancourt (France), 24 June 2021 – Vallourec S.A. ( Euronext Paris: VK) (“ Vallourec ” or the “Company”) announces today the success of its share capital increase with shareholders’ subscription rights (the “Rights Issue”), resulting from the issuance of 52,954,807 new ordinary shares (the “New Shares”) at a subscription price of 5.66 euros per share, representing a gross amount of 299,724,207.62 euros (issue premium included). This transaction part of the Company’s financial restructuring whose safeguard plan was approved by the commercial court of Nanterre on 19 May 2021 (the “Safeguard Plan”).
The proceeds of the Rights Issue will be used to for the partial repayment the claims related to the various RCF and bonds of the Company’s creditors (the “Converting Creditors”), excluding BNP Paribas , CIC and Natixis (the “Commercial Banks”).
Following the subscription period, which ended on 21 June 2021, total demand for New Shares on a non-reducible and reducible bases, amounts to 64,995,718 shares, corresponding to a subscription rate of 122.74%.
Commenting on these results, Edouard Guinotte, Chairman of the Vallourec 's Management Board, declared “We are delighted by the success of this capital increase and would like to thank our shareholders who have shown their support and their confidence in the Group’s perspectives. Following the planned implementation of all the parts of its financial restructuring on 30 June, Vallourec will be fully equipped to develop its strategic plan and capitalize on the recovery of its markets.”
It is further reminded that the Safeguard Plan provides notably the following issuances:
The issue of the New Shares, settlement-delivery and admission of the New Shares to trading on the regulated market of Euronext Paris are expected to take place on 30 June 2021, together with the settlement of the Reserved Capital Increase and the issuance of Warrants which were the subject of a prospectus approved by the AMF on 31 March 2021, under number 21-093, and the completion, in particular, of the other aforementioned issuances provided for by the Safeguard Plan.
New Shares will immediately entitle their holders to receive dividends declared by Vallourec as from the date of issuance. They will be immediately fungible with existing shares of the Company and will be traded on the same line under the ISIN code FR0013506730.
The Company will publish an additional press release following the completion of the aforementioned settlement transactions.
A shareholder holding 1% of the Company’s share capital and who does not participate in the Rights Issue, would hold 0.18% of the capital following the issuance of the New Shares and hold 0.04% of the capital following the issuance of the new shares resulting from the Rights Issue, the Reserved Capital Increase and the exercise of all the Warrants.
Availability of the Prospectus
The prospectus (the “Prospectus”) approved by the French Autorité des marchés financiers (the “AMF”) under number 21-199 on 2 June consists of (i) Vallourec ’s universal registration document filed with the AMF on 29 March 2021 under number D21.0226 (the “Universal Registration Document”), (ii) the amendment of the Universal Registration Document filed with the AMF on 2 June 2021 under number D.21-0226-A01 (the “Amendment”), (iii) a securities note dated 2 June 2021 (the “Securities Note”) and (iv) the summary of the Prospectus (included in the Securities Note).
The Prospectus may be consulted on the AMF’s website (www.amf-france.org) and on the Company’s website (www.vallourec.com/en/investors). Copies of the Prospectus are available free of charge at the Company's registered office (27, avenue du Général Leclerc – 92100 Boulogne-Billancourt, France).
Investors' attention is drawn to the risk factors included in chapter 5 "Risk Factors" of the Universal Registration Document, as amended in section 3 " Risk Factors" of the Amendment, and in chapter 2 " Risk Factors" of the Securities Note.
This press release includes "forward-looking statements". All statements other than statements of historical facts included in this press release, including, without limitation, those regarding Vallourec ’s financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Vallourec , or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Vallourec ’s present and future business strategies and the environment in which Vallourec will operate in the future. Additional factors could cause actual results, performance or achievements to differ materially.
The contents of this press release have been prepared by and are the sole responsibility of Vallourec .
This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor have there been any sale of ordinary shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the “Prospectus Regulation”). Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the Prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.
With respect to the member states of the European Economic Area (other than France) (each a “Relevant State”), no action has been undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Relevant State. As a result, the securities may not be offered in any Relevant State except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation or under any other circumstances which do not require the publication by Vallourec of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that Relevant State.
The distribution of this press release has not been made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to Relevant Persons and has been engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. With respect to the United Kingdom, securities may not be offered or sold absent the publication of a prospectus in the United Kingdom or an exemption from such publication under the Regulation (EU) 2017/1129 as amended, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”). As a consequence, this document is directed only at persons who are “qualified investors” as defined in Article 2(e) of the UK Prospectus Regulation.
This press release may not be published, distributed or transmitted in the United States (including its territories and dependencies).
This press release does not constitute or form part of any offer of securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the law of any State or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Vallourec does not intend to register all or any portion of the Securities in the United States under the Securities Act or to conduct a public offering of securities in the United States.
This announcement may not be published, forwarded or distributed, directly or indirectly, in the United States of America, Australia, Canada or Japan.
Vallourec , as well as BNP Paribas , CIC Market Solutions and Natixis (together, the “Joint Bookrunners”) and any of their respective affiliates expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future developments or otherwise.
The Joint Bookrunners are acting exclusively for Vallourec and no one else in connection with the offer of new shares and will not regard any other person as their respective clients and will not be responsible to anyone other than Vallourec for providing the protections afforded to their respective clients in connection with any offer of new shares of Vallourec or otherwise, nor for providing any advice in relation to the offer of new shares, the content of this press release or any transaction, arrangement or other matter referred to herein.
In connection with the offering of ordinary shares of Vallourec , the Joint Bookrunners and any of their affiliates may take up a portion of the ordinary shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Vallourec or related investments in connection with the offer of ordinary shares of Vallourec or otherwise. Accordingly, references in the Prospectus to the new ordinary shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Joint Bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this press release (or whether any information has been omitted from this press release) or any other information relating to Vallourec , its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Vallourec is a world leader in premium tubular solutions for the energy markets and for demanding industrial applications such as oil & gas wells in harsh environments, new generation power plants, challenging architectural projects, and high performance mechanical equipment. Vallourec 's pioneering spirit and cutting edge R&D open new technological frontiers. With close to 17,000 dedicated and passionate employees in more than 20 countries, Vallourec works hand-in-hand with its customers to offer more than just tubes: Vallourec delivers innovative, safe, competitive and smart tubular solutions, to make every project possible.
In the United States, Vallourec has established a sponsored Level 1 American Depositary Receipt (ADR) program (ISIN code: US92023R4074, Ticker: VLOWY). Parity between ADR and a Vallourec ordinary share has been set at 5:1.
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