ICAPE Holding Confirms the Success of its IPO with the Partial Exercise of the Over-Allotment Option and the Implementation of a Liquidity Contract

·8 min read
  • End of the stabilization operations with the partial exercise of the over-allotment option

  • Final amount of the offer increased to 17.4 million euros following the partial exercise of the Over-Allotment Option

  • Implementation of a liquidity contract with Gilbert Dupont

FONTENAY-AUX-ROSES, France, August 10, 2022--(BUSINESS WIRE)--Regulatory News:

Icape Holding (ISIN code: FR001400A3Q3 - mnemonic: ALICA) (Paris:ALICA), a global technology distributor of printed circuit boards, announces that, in connection with its initial public offering on the Euronext Growth® multilateral trading facility in Paris, Gilbert Dupont, acting as stabilizing agent, has partially exercised the Over-Allotment Option, resulting in the issuance of 21,307 additional new shares (the "Additional New Shares"), at the offering price (€16.95 per share), representing an additional capital increase of 0.36 million euros.
As a result, the total number of Icape Holding shares offered in the context of the IPO, after partial exercise of the Over-Allotment Option, amounts to 1,024,307 new shares, thus bringing the size of the offering to 17.4 million euros. The free float now represents approximately 12,66% of the share capital of Icape Holding.

In accordance with Article 6 of the Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with technical regulatory standards concerning the conditions applicable to buyback programs and stabilization measures, Icape Holding, on the basis of the information provided by Gilbert Dupont, is publishing in the context of this press release the information relating to the stabilization transactions carried out by Gilbert Dupont as stabilizing agent.

The stabilization transactions were carried out by Gilbert Dupont, as stabilizing agent, during the period from July 11, 2022 to August 9, 2022 inclusive, the last stabilization transaction having been carried out on August 9, 2022.

The stabilization operations were carried out under the following conditions:

Date

Intermediate

Market

Buy / Sell

Quantity of securities

Lowest price (in EUR)

Highest price (in EUR)

Weighted average price (in EUR)

Global amount (in EUR)

11/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

3,071

16.70

16.95

16.90610

51,918.63

12/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

150

16.95

16.95

16.95000

2,542.50

13/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

254

16.95

16.95

16.95000

4,305.30

14/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

11

16.95

16.95

16.95000

186.45

15/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

548

16.95

16.95

16.95000

9,288.60

18/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

-

-

-

-

-

19/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

1,418

16.95

16.95

16.9500

24,035.10

20/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

131

16.95

16.95

16.9500

2,220.45

21/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

400

16.95

16.95

16.9500

6,780.00

22/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

1,240

16.95

16.95

16.9500

21,018.00

25/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

130

16,95

16.95

16.9500

2,203.50

26/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

851

16.95

16.95

16.9500

14,424.45

27/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

451

16.95

16.95

16.9500

7,644.45

28/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

841

16.95

16.95

16.9500

14,254.95

29/07/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

716

16.95

16. 952

16.9500

12,136.20

01/08/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

343

16.95

16.952

16.9500

5,813.85

02/08/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

228

16.95

16. 952

16.9500

3,864.60

03/08/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

85

16.95

16. 952

16.9500

1,440.75

04/08/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

690

16.89

16.92

16.8984

11,659.90

05/08/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

1,135

16.90

16.90

16.9000

19,181.50

08/08/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

-

-

-

-

-

09/08/2022

Gilbert Dupont

Euronext Growth (Paris)

Purchase

-

-

-

-

-

Distribution of capital and voting rights

Following the IPO and the partial exercise of the Over-Allotment Option, the breakdown of the share capital and voting rights of Icape Holding is as follows

Shareholders

Number of shares

of share capital

of voting rights

Balwen Holding1

2,767,200

34.21%

25.90%

Mr. Thierry Ballenghien

1,383,600

17.11%

25.90%

Subtotal Ballenghien family

4,150,800

51.32%

51.80%

Mr Cyril Calvignac

358,825

4.44%

6.33%

Other corporate officers2

461,675

5.71%

7.33%

Censors3

399,200

4.94%

5.91%

Subtotal concert shareholders4

5,370,500

66.40%

71.36%

Group employees5

1,636,500

20.23%

18.26%

Other6

56,875

0.70%

0.79%

Sub-total other historical shareholders of the Group

1,693,375

20.94%

19.05%

Sunshine PCB (HK) Co.

294,985

3.65%

2.76%

Champion Asia International Electronic Limited

106,194

1.31%

0.99%

Other third-party investors

623,128

7.70%

5.83%

Total Public

1,024,307

12.66%

9.59%

Total

8,088,182

100.00%

100.00%

Implementation of a liquidity contract with Gilbert Dupont

On June 22, 2022, Icape Holding announced that it had entered into a liquidity and market surveillance agreement with Gilbert Dupont for its shares, in accordance with the AMAFI charter. The agreement will take effect on August 10, 2022 for a period of one year.

This liquidity contract was entered into in accordance with Autorité des Marchés Financiers decision no. 2021-01 of June 22, 2021, applicable since July 1, 2021, establishing liquidity contracts for equity securities as an accepted market practice. The purpose of this contract is for Gilbert Dupont to provide liquidity for Icape Holding shares on the Euronext Growth® multilateral trading facility in Paris.

The situations or conditions leading to the suspension or termination of the liquidity contract, mentioned in the liquidity contract, are the following:

Contract Suspension:

- under the conditions referred to in Article 5 of the aforementioned Autorité des Marchés Financiers decision no. 2021-01 of June 22, 20217 ;

- at the issuer's initiative in certain situations, and in particular if the issuer no longer has authorization to buy back its own shares.

Termination of the contract :

- by the issuer, at any time, with 3 months' notice, in accordance with the conditions for closing the liquidity account set out in the liquidity contract;

- by the facilitator, with 30 days notice ;

- the contract is automatically terminated when the parties cannot, in the situation provided for in Article 10 (balance of the liquidity account), agree on the follow-up to be given to the liquidity contract;

- by the facilitator when the Liquidity Provider contract between the facilitator and Euronext Paris is terminated.

The resources allocated to the implementation of the liquidity contract amount to €500 000.

Availability of the Prospectus

A Prospectus, consisting of (i) the registration document, approved on April 19, 2022 under number I. 22-008, (ii) the supplement to the registration document approved on June 21, 2022 under number I. 22-028 and (iii) a securities note and a summary of the Prospectus (included in the securities note), was approved by the AMF on June 21, 2022 under number 22-229. This Prospectus is available free of charge and upon request at the Company's registered office and on the AMF website (amf-france.org) as well as on the Company's website dedicated to the transaction (icape-finance.com). The approval of the Prospectus should not be considered as a favorable opinion on the offered securities. The Group draws the attention of potential investors to Chapter 3 "Risk factors" of the registration document and to Chapter 2 "Risk factors relating to the offer" of the securities note.

Find all the information on the Icape Holding IPO project on
https://www.icape-finance.com/

Financial intermediaries

CRÉDIT AGRICOLE
CORPORATE & INVESTMENT BANK

Joint Global Coordinator, Joint Lead Manager and Joint Bookrunner

GILBERT
DUPONT

Joint Global Coordinator, Joint Lead Manager and Joint Bookrunner

ALCÉ
EQUITY ADVISORY

Financial Advisor and Listing Sponsor

About ICAPE Group

Founded in 1999, ICAPE Group acts as a key technological expert in the PCB supply chain. With a global network of 28 subsidiaries and a major presence in China, where most of the world’s PCB production is done, the Group is a one-stop-shop provider for the products and services which are essentials for customers. In 2021, ICAPE Group generated consolidated revenue of €169 million.

For more information, visit www.icape-group.com

Disclaimer
This press release may not be distributed directly or indirectly in the United States of America, Canada, Australia, Japan or South Africa.

The distribution of this document may, in some countries, be subject to specific regulations or constitute a violation of the legal provisions in force. Persons in possession of this document should inform themselves of and observe any local restrictions. The information contained in this press release does not constitute an offer of securities in the United States of America, Canada, Australia, Japan or South Africa.

This announcement constitutes a promotional communication within the meaning of Regulation (EU) 2017/1129/EU of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the "Prospectus Regulation") and does not constitute a prospectus within the meaning of the Prospectus Regulation or Regulation (EU) 2017/1129 which forms part of the domestic law of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 (the "EUWA"). 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.

In France, a public offering of securities may only be made pursuant to a prospectus that has been approved by the AMF. The approval of the prospectus by the AMF should not be construed as a favorable opinion on the issuer and on the quality of the financial securities covered by the prospectus. Investors are invited to make their own assessment of the advisability of investing in the financial securities concerned.

With respect to the Member States of the European Economic Area other than France (the "Member States"), no action has been or will be taken to permit a public offering of shares requiring the publication of a prospectus in any of the Member States. Accordingly, the shares may be offered in these Member States only: (i) to qualified investors, as defined by the Prospectus Regulation; (ii) to fewer than 150 natural or legal persons, other than qualified investors (as defined by the Prospectus Regulation) per Member State; or (iii) in all other cases where the publication by the Company of a prospectus is not required under the provisions of Article 1(4) of the Prospectus Regulation; and provided that none of the offers referred to in paragraphs (i) to (iii) above require the publication by the Company of a prospectus pursuant to the provisions of Article 3 of the Prospectus Regulation or of a supplement to the prospectus pursuant to the provisions of Article 23 of the Prospectus Regulation.

With respect to the United Kingdom, no action has been or will be taken to permit an offer to the public of shares in Icape Holding that would require the publication of a prospectus in the United Kingdom. Accordingly, shares in Icape Holding may only be offered in the United Kingdom: (i) to Qualified Investors, as defined in Article 2 of the EUWA; (ii) to fewer than 150 individuals or entities, other than Qualified Investors (as defined by the EUWA), with the prior consent of the Joint Global Coordinators and Joint Bookrunners (as such terms are defined in the Offering Documents) ; or (iii) in all other cases in accordance with Section 86 of the Financial Services and Markets Act 2000 (the "FSMA") provided that such offer does not require the Company to publish a prospectus in accordance with Section 85 of the FSMA or a supplement to the prospectus in accordance with Article 23 of the EUWA.

This announcement or any other document relating to the shares of Icape Holding is not being made, and has not been approved, by an authorised person within the meaning of Section 21(1) of the FSMA. Accordingly, this announcement is directed only at persons who (i) are located outside the United Kingdom, (ii) are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (iii) are high net worth entities or any other person to whom this announcement may otherwise be directed pursuant to Article 49(2)(a) to (d) of the Order (the persons referred to in paragraphs (i), (ii) and (iii) together being referred to as "Relevant Persons"). The shares of Icape Holding are intended only for Eligible Persons and any invitation, offer or agreement to subscribe for, purchase or acquire the shares of Icape Holding may only be made to or entered into with Eligible Persons. No person other than a Qualified Person should use or rely on this announcement or the information contained herein. This press release does not constitute a prospectus approved by the Financial Conduct Authority or any other regulatory authority in the United Kingdom within the meaning of Section 85 of the FSMA.

This press release does not constitute an offer or solicitation to purchase or subscribe for any securities in the United States of America or in any other country.

The securities mentioned in this release may not be offered or sold in the United States of America absent registration or an exemption from registration under, or in a transaction not subject to, the U.S. Securities Act of 1933, as amended. The securities mentioned in this press release have not been, and will not be, registered under the U.S. Securities Act of 1933 and Icape Holding does not intend to conduct a public offering of its securities in the United States.

1Balwen Holding is a simplified joint stock company with a capital of 8,534,976 euros, whose registered office is located at 8 rue d'Athènes, 75009 Paris, registered in the Paris Trade and Companies Register under number 900 277 146. Balwen Holding is 50.10% owned by Mr. Thierry Ballenghien, the balance of the capital belonging to members of Mr. Thierry Ballenghien's family.
2This category includes, at the date of approval of the Prospectus, the Company's corporate officers (with the exception of Mr. Thierry Ballenghien and Mr. Cyril Calvignac).
3This category includes, as of the date of approval of the Prospectus, the non-voting members of the Board of Directors of the Company (i.e., Mr. Thomas Chea, Mr. Jie Chen and Ms. Christelle Bonnevie)
4This category includes the parties to the shareholders' agreement concluded on April 12, 2022 (i.e., Mr. Thierry Ballenghien, Balwen Holding, Mr. Cyril Calvignac, Ms. Shora Rokni, Ms. Ranxu Mazet, Mr. Thomas Chea, Mr. Jie Chen, Ms. Christelle Bonnevie and Mr. Yann Duigou).
5This category includes, as of the date of approval of the Prospectus, current or former employees and corporate officers of the Group (other than corporate officers of the Company and censors) who hold an interest in the Company directly or indirectly (through Manco 1 and Manco 2 (as these terms are defined in the Securities Note approved by the AMF).
6This category includes, as of the date of approval of the Prospectus, one individual investor and agents of the Group (i.e., two agent partners, bound to the Group by an agent agreement providing for the supply of business to the Group) who hold an interest in the Company directly or indirectly (through Manco 1 and Manco 2)
7Article 5 of the above-mentioned AMF decision, suspension of the liquidity contract :
The execution of the liquidity contract is suspended:
- during the implementation of stabilization measures within the meaning of Regulation (EU) No. 596/2014 of April 16, 2014 on market abuse. The suspension of the liquidity contract takes place from the admission to trading of the securities concerned by the stabilization measures until the publication of the information mentioned in Article 6 paragraph 3 of the Delegated Regulation (EU) 2016/1052 ;
- during a public offering or pre-offering period and until the closing of the offering, when the Issuer is the initiator of the offering or when the Issuer's securities are targeted by the offering.

This press release may not be distributed directly or indirectly in the United States of America, Canada, Australia, Japan or South Africa

View source version on businesswire.com: https://www.businesswire.com/news/home/20220810005671/en/

Contacts

ICAPE Group
CFO
Shora Rokni
Tel: +33 1 58 18 39 10
investor@icape.fr

Investor Relations
NewCap
Nicolas Fossiez
Louis-Victor Delouvrier
Tel: +33 1 44 71 94 98
icape@newcap.eu

Media Relations
NewCap
Nicolas Merigeau
Tel: + 33 1 44 71 94 94
icape@newcap.eu