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FOCUS ENTERTAINMENT: PulluP Entertainment successfully completes its capital increase with a priority period and total gross amount of €23.08m after full exercise of the extension clause and th

FOCUS ENTERTAINMENT
FOCUS ENTERTAINMENT: PulluP Entertainment successfully completes its capital increase with a priority period and total gross amount of €23.08m after full exercise of the extension clause and th

24-May-2024 / 08:30 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.




Paris, May 24, 2024, 08:30 am

PulluP Entertainment successfully completes its capital increase                                        with a priority period and total gross amount of 23.08m after full exercise of the extension clause and the over-allotment option

Post transaction, the Group benefits from a strengthened financial position and is in better position to seize new development opportunities


Main terms of the transaction:
  • Total demand reached 2,073,535 shares, for €23.43m, representing a subscription rate of 134% of the initial amount of the capital increase, illustrating the strong commitment of existing shareholders and the strong interest of new shareholders in the Group
  • The gross amount of the transaction is €23.08m, based on a subscription price of €11.30 per share after full exercise of the extension clause and full exercise of the over-allotment option,
of which:
o €12.12m within the priority period,
o €10.96m as part of the Public Offering and the Global Placement.
  • Following this transaction, PulluP Entertainment has new financial resources to strengthen the Group’s financial situation and pursue its developer/publisher strategy around three business lines as part of the new organisation.

PARIS, FRANCE – May 24, 2024 –  PulluP Entertainment (FR0012419307 – ALPUL), (the “Company”) announces the successfull completion of its capital increase, launched on May 16, 2024 and closed on May 22, 2024, carried out by way of a public offering, with cancellation of shareholders’ preferential subscription and with a priority period, on an irreducible basis only for its existing shareholders, and a global offering (the “Offering”), for a total gross amount (including issuance premium) of €23.08m after full exercise of the extension clause and full exercise of the over-allotment option, for a total net amount of €22.53m.
Mr Fabrice Larue, Chairman and CEO of PulluP Entertainment:
“We are particularly pleased with the success of this capital increase, which emphasizes the support of our historical  shareholders, whom I thank, in the strategy we have been implementing over the past four years. As part of this transaction, we are also welcoming new shareholders [A1] who are joining our ambitious plan to become one of the European leaders in development and publishing on the independent and AA+ market.  I sincerely thank all our partners for their investment and assure them of my total commitment as a reference shareholder and Chairman and Chief Executive Officer of the Group and I am also pleased to welcome Geoffroy Sardin, Deputy CEO as new shareholder. From this 2024/2025 financial year, the new fully operational organisation will support the revenue and profitability growth, by capitalising both on the strength of the back-catalogue and on our new games, including the highly anticipated Warhammer 40,000: Space Marine 2.”

Mr Geoffroy Sardin, Deputy CEO of PulluP Entertainment:
“Thanks to all our shareholders, PulluP Entertainment now has a strengthened financial position and new resources to support its growth and development. Together with the teams, whom I also thank for their contribution, their creativity and their commitment we are preparing for our future successes with confidence, fuelled by a very robust three-year line-up of which 50% own IP or co owned IP. Our objective is to excel in the execution of production support and marketing, in the creation of our internal games and our own IPs, as well as in pursuing synergies and cost control. 2024 will be key for us to build long-term prospects and guide us towards achieving our ambition.”

 
  • Use of transaction proceeds:
The net amount of the Offering will be used by the Company as follows:
  • 50%, i.e. €11.265m, to reduce Company’s net debt; and
  • 50%, i.e. €11.265m, to seize development opportunities.

  • Reminder of the terms of the transaction
By decision dated May 14, 2024, the Company’s Board of Directors, on the basis of the delegation of authority granted by the ordinary and extraordinary general meeting of September 12, 2023 in its ninth (9th) resolution, decided to proceed with the launch of a capital increase with cancellation of shareholders’ preferential subscription rights by way of a public offering and with a priority period, on an irreducible basis only, for the benefit of its shareholders.

New shares not subscribed within the priority period formed part of a global offering, including (i) a public offering in France aimed at individuals (the “Public Offering”); and (ii) a global placement aimed at institutional investors (the “Global Placement”) in the European Economic Area (including France).

The subscription price of the new shares to be issued (the “New Shares”) has been set by the Company’s Board of Directors on May 14, 2024 at 11.30 euros per share (including 1.20 euros of nominal value and 10.10 euros of issue premium), representing a discount of 3% compared to the volume weighted average price of PulluP Entertainment’ shares over the last 3 trading sessions preceding the date of the announcement of the launch of the Offering, and a discount of 3.4% compared to the closing price of PulluP Entertainment shares on May 14, 2024.

 
  • Results of the transaction
At the end of the subscription period on May 22, 2024, total demand amounted to 2,073,535 New Shares, corresponding to a subscription rate of 134% of the initial amount of the capital increase, of which:
  • 1,072,886 New Shares subscribed on an irreducible basis within the priority period, representing approximately 51.74% of the total expressed demand;
  • 1,000,649 News Shares on a reducible basis as part of the Public Offering and the Global Placement, representing 48.26% of the total expressed demand. 
The Company’s Board of Directors decided, on May 23, 2024, given the strong demand expressed within the framework of the Offering, to fully exercise the extension clause to issue 231,652 additional New Shares, representing an additional amount of €2.62m, issuance premium included. On the same day, the over-allotment option was fully exercised to issue 266,400 additional New Shares to satisfy the balance of the demands expressed in the Offering within the limit of 266,400 New Shares, representing an additional amount of €3.01m, issuance premium included.
As part of the transaction, 2,042,400 New Shares will be issued.
The subscription orders as part of the Public Offering and the Global Placement were served up to 96.89%, proportionally to the demand and to the number of New Shares not subscribed by the shareholders within the priority period.
In accordance with their subscription commitments, Neology Holding and Otus Capital Management participated in the transaction:
  • Neology Holding, the Company’s reference shareholder[1], has subscribed, in accordance with its
subscription commitment, up to its share of the capital within the priority period on an irreducible basis (661,524 New Shares) and, beyond its share, within the framework of the Public Offering, for a total of 16.42 million euros (i.e. 1,452,712 New Shares), noting that the subscription commitment of Neology Holding was limited to a maximum ex-post holding of 49.9% of the capital or theoretical voting rights. Following the settlement-delivery of the New Shares, Neology Holding will hold 49.60% of the share capital of the Company;
  • Otus Capital Management, a shareholder of the Company, has subscribed, in accordance with its subscription commitment, up to its share of the capital within the priority period on an irreducible basis (i.e.  56,512 New Shares) and beyond its share in the Public Offering, for a total amount of €1.62 million (i.e. 143,214 New Shares).
Mrs. Virginie Calmels and Mrs. Irit Hillel, independent members of the Board of Directors of the Company (Mrs. Virginie Calmels was not a shareholder prior to the Offering), also subscribed to New Shares as part of the Offering.
Furthermore, it is recalled that Geoffroy Sardin, Deputy Chief Executive Officer of the Company, has committed to acquire 13,275 shares from Neology Holding at a price of €11.30 per share (corresponding to the Offering price) within three working days of the settlement-delivery date of the Offering scheduled for May 28, 2024.


Impact of the transaction on the Company’s shareholding structure
Following the transaction, the Company’s share capital will amount to 10,246,711.20 euros, divided into 8,538,926 ordinary shares with a nominal value of 1.20 euro per share.

According to the Company, the Company’s shareholding structure (on an undiluted basis) on the date of the AMF’s approval of the Prospectus was as follows:
 
ShareholdersNumber of SharesTheoretical voting rights1)(in %)Exercisable voting rights(2)  (in %)
(in %)
Neology Holding(3)2 782 8033 690 5813 690 581
42,84%48,53%50,70%
Treasury Shares325 080325 0800
5,00%4,27%0,00%
Executive Committee members and Group employees159 038270 399270 399
2,45%3,56%3,71%
Free float3 229 6053 318 9673 318 967
49,71%43,64%45,59%
TOTAL6 496 5267 605 0277 279 947
100,00%100,00%100,00%
  1. Number of voting rights used to calculate threshold crossing. This number takes into account double voting rights.
  2. Number of voting rights exercisable at general meetings.
  3. Including the 1,118,423 shares initially lent to BRED Banque Populaire, of which 1,118,421 shares were temporarily returned to Neology Holding for the purposes of the transaction.







According to the Company, the Company’s shareholding structure (on an undiluted basis) after the settlement-delivery of the New Shares (and before the transfer of 13,275 shares by Neology Holding to Mr Geoffroy Sardin) will be as follows:
 
ShareholdersNumber of SharesTheoretical voting rights1)(in %)Exercisable voting rights(2)  (in %)
(in %)
Neology Holding(3)4 235 5154 486 1534 486 153
49,60%49,90%51,77%
Treasury Shares325 080325 0800
3,81%3,62%0,00%
Executive Committee members and Group employees159 215270 576270 576
1,86%3,01%3,12%
Free float3 819 1163 908 4783 908 478
44,73%43,47%45,11%
TOTAL8 538 9268 990 2878 665 207
100,00%100,00%100,00%
 
  1. Number of voting rights used to calculate threshold crossing. This number takes into account double voting rights.
  2. Number of voting rights exercisable at general meetings.
  3. Including the 1,118,423 shares initially lent to BRED Banque Populaire, of which 1,118,421 shares were temporarily returned to Neology Holding for the purposes of the transaction.

According to the Company, no other shareholder holds, directly or indirectly, alone or in concert, more than 5% of the capital and voting rights of the Company.

Settlement/delivery of the New Shares
The new shares will be settled and admitted to trading on Euronext Growth in Paris on May 28, 2024. Newly issued shares will be of the same class and will be fungible with the existing shares, will benefit from all the rights attached to the existing shares and will be admitted to trading on the Euronext Growth Paris market under the same ISIN code FR0012419307 and ticker ALPUL.


Abstention and holding commitments
The Company entered into an abstention commitment for a period of 90 days from the settlement-delivery date of the New Shares, subject to usual exceptions.

Neology Holding entered into a lock-up commitment for 100% of the shares that it holds and/or that it may come to hold through the exercise of any securities giving access to the share capital, including shares of the Company subscribed for under the Offering, until the expiry of a period of 180 calendar days following the settlement-delivery date of the Offering, subject to usual exceptions.



Advisors
 

Financial advisor, Global Coordinator and Bookrunner
 

Legal advisor
 

Financial Communication


Availability of the prospectus

The prospectus approved by the French Financial Markets Authority (“AMF”) on May 15, 2024 under number 24-156 (the “Prospectus”) consists of:
 
  • the registration document approved by the AMF on May 15, 2024 under number R.24-009 (the “Registration Document”);
  • a Securities note (the “Securities Note”); and
  • a summary of the Prospectus (included in the Securities Note).

Copies of the Prospectus are available free of charge at the registered office of the Company, Parc de Flandre “Le Beauvaisis”, Bâtiment 28, 11 rue de Cambrai, 75019 Paris, on its website (www.pullupent.com) and on the AMF website (www.amf-france.org).
The approval of the Prospectus should not be considered as a favourable opinion by the AMF on the securities offered. Investors are invited to carefully consider the risk factors described in section 3 “Risk factors” of the Registration Document, and Section 2 “Risk Factors” of the Securities Note. The list of these risks is not exhaustive. There may be other risks not yet identified or considered immaterial by the Company at the date of approval of the Prospectus. Prospective investors should read the Prospectus carefully before making an investment decision in order to fully understand the potential risks and benefits associated with a decision to invest in the securities. The approval of the Prospectus by the AMF should not be considered as a favourable opinion on the securities offered.



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