COMMUNIQUÉ RÉGLEMENTÉ

par VOGO (EPA:ALVGO)

Success of the capital increase with preferential subscription rights: €4.25m raised

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Success of the capital increase 

with preferential subscription rights: €4.25m raised 

§     Gross proceeds of the transaction of €4.25m, i.e. net proceeds of around €4.05m

§     Issue of 1,053,230 new shares at a price of €4.04 per share 

§     Settlement-delivery and listing of the new shares on 13 May 2024

VOGO (ISIN: FR0011532225 - ALVGO) is announcing the success of its capital increase in cash with preferential subscription rights of shareholders (the “Transaction”) for a total amount of €4.25m.  

Christophe Carniel, Co-Founder and Chairman & Chief Executive Officer of VOGO, said: “We are very pleased with the success of the capital increase, which gained the support of our historical shareholders and that of new investors, including major players in the world of sport. We would also like to thank ABEO, our strategic partner since 2020, which has once again placed its trust in us in this turning point for our Company. Together, we will use the proceeds of the fundraising to support the ramp-up of our new TaaS (Technology as a Service) model while stepping up our international sales momentum and continuing to innovate to strengthen our technological edge. Thanks to the trust of its shareholders and the dedication of its employees, VOGO is now perfectly prepared to take full advantage of the intense sporting year in 2024!”  

Results of the capital increase with PSR

The Transaction was implemented on the basis of the tenth resolution of the Combined General Meeting of Shareholders of 12 June 2023, at a price of €4.04 per share, for a nominal discount of 15% relative to the volume-weighted average of the last three trading days preceding the launch date of the Transaction (17.21% discount on the closing price of the day before the launch date of the Transaction).

At the end of the subscription period ending on 2 May 2024, subscription requests totalled 1,053,230 shares, for a total of €4,255,049.20, composed as follows: 

-           irrevocable subscriptions of €3,495,832.20 corresponding to the issue of 865,305 new ordinary shares,

-           subscriptions for excess shares of €15,865.08 corresponding to the issue of 3,927 new ordinary shares, and

-           free subscriptions of €743,351.92 corresponding to the issue of 183,998 new ordinary shares. 

Subscription requests on a reducible and unrestricted basis have been fully allocated. 

Firm subscription commitments totalling €2.36m were met, representing 585,082 new ordinary shares.

The gross proceeds of the Transaction, including the issue premium, thus amount to €4,255,049.20. The capital increase with preferential subscription rights has provided VOGO with new financial resources enabling it to: 

-           accelerate its international sales momentum, in Africa, the Middle East, Asia and North America

-           finance the capital requirement related to the shift to a TaaS model

-           finance innovation programmes in concussion-detection assistance and the improvement of sports performance 

-           cover the purchase of ABEO’s stake in VOGOSCOPE (2023 Annual Results press release).

Impact of the Transaction on VOGO’s capital  

Following the Transaction, the Company’s share capital, amounting to €759,548.875, will consist of 6,076,391 ordinary shares.

The breakdown of the Company’s shareholding structure before the completion of the Transaction was as follows:

Shareholders

Number of shares

% of share capital

Voting rights

% voting rights

SAS TWO C(1)

749.981

14.93%

1,305,081

18.10%

SAS ESPE(2)

583.960

11.63%

1,167,920

16.19%

Daniel Dedisse

269.499

5.37%

537.198

7.45%

Véronique Puyau

74.600

1.49%

149.200

2.07%

Sub-total founders

1,678,040 

 33.41%

3,159,399

43.80%

IRDI/SORIDEC

30.072

0.60%

30.072 

0.42%

Jeremie LR

60.144

1.20%

120.288

1.67%

Sub-total institutional investors

90.216

1.80%

 150.360

 2.09%

ABEO

967,070

19.25%

967,070

13.41%

Treasury shares

27.172

0.54%

0

0%

Free float

2,260,663

45.00%

2,936,451

40.71%

TOTAL

 5,023,161

100%

7,213,280

100%

(1)    Company with a share capital of 66.6% owned by Christophe Carniel, Chairman and Chief Executive Officer of the Company.

(2)    Company with a share capital of 95% owned by Pierre Keiflin, Deputy Chief Executive Officer of the Company.

The Company’s shareholder structure after the completion of the Transaction will be as follows:

Shareholders

Number of shares

% of share capital

Voting rights

% voting rights

SAS TWO C(1)

835.624

13.75%

1,390,724

16.82%

SAS ESPE(2)

591.385

9.73%

1,175,345

14.22%

Daniel Dedisse

271.999

4.48%

539.698

6.53%

Véronique Puyau

75.100

1.24%

149.700

1.81%

Sub-total founders

1,774,108

29.20%

3,255,467

39.38%

IRDI/SORIDEC

30.072

0.49%

30.072 

0.36%

Jeremie LR

60.144

0.99%

120.288

1.46%

Sub-total institutional investors

90.216

1.48%

 150.360

 1.82%

ABEO

1,370,198

22.55%

1,370,198

16.58%

Treasury shares

27.172

0.45%

0

0%

Free float

2,814,697

46.32%

3,490,485

42.22%

TOTAL

6,076,391

100%

8,266,510

100%

Lock-up agreement

The Company has entered into a 180-day lock-up agreement following the settlement-delivery date of the Transaction, subject to the usual exceptions. 

Settlement-delivery 

The new shares will be settled and admitted to trading on Euronext Growth on 13 May 2024.

Newly issued shares will be equivalent to existing shares and bear immediate dividend rights on the Euronext Growth market under the same ISIN, FR0011532225, and ticker, ALVGO. 

Risk factors

The risk factors relating to the Company and its business are set out in VOGO’s annual and halfyearly reports, available on the Company’s website (www.vogo-group.com). 

The occurrence of some or all of these risks may have an adverse impact on the Company’s business, financial position, results, development or outlook.

Prospectus

Pursuant to the provisions of Article L. 411-2-1 1° of the French Monetary and Financial Code and Article 211-2 of the General Regulation of the French Financial Markets Authority (AMF), the Transaction does not require the filing of a prospectus with the AMF for approval as the total amount of the offer calculated over a period of twelve months does not exceed €8m.

Transaction partners

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Lead arranger and bookrunner                                         Legal counsel                                             Financial communication

About VOGO 

In the Sports sector, VOGO is a leading international player, with its audio and video solutions for spectators and professionals alike. For professionals, VOGO offers analysis and decision-making tools (referee assistance, medical diagnostics, coaching). VOGO’s disruptive solution for fans transforms the stadium experience by providing multi-camera content on demand for tablets and smartphones, no matter how many people are connected. VOGO also operates in the Industry sector. All of the Group’s technologies are patent-protected. VOGO is based in France (Montpellier, Grenoble and Paris) and has two subsidiaries, one in North America and the other in the United Kingdom. 

It operates indirectly in other countries through its network of around thirty distributors. VOGO has been listed on the Euronext Growth Paris stock market since November 2018 (ISIN code: FR0011532225 – ALVGO). 

More information on www.vogo-group.com 

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www.vogo-group.com

VOGO contacts  VOGO

Barbara Desmarest

Tel: +33 (4) 67 50 03 98

Email: b.desmarest@vogogroup.com

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ACTIFIN – Press Relations

Jennifer Jullia 

Tel: +33 (1) 56 88 11 19

Email: jennifer.jullia@seitoseiactifin.com 

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ACTIFIN - Financial Communications 

Foucauld Charavay

Tel: +33 (1) 56 88 11 10

Email: foucauld.charavay@seitosei- actifin.com  

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