COMMUNIQUÉ DE PRESSE
par FOCUS HOME INTERACTIVE (EPA:ALFOC)
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 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:
o €12.12m within the priority period, o €10.96m as part of the Public Offering and the Global Placement.
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.”
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.
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:
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:
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:
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
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:
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. |