Exercise of the over-allotment option for € 50
Exercise of the over-allotment option for 50 million euros
Success of the transaction for a final amount of 450 million euros, now the largest IPO in the technology sector on Euronext Paris since 2014
Roubaix, October 21, 2021 – OVH Group (“OVHcloudÂ») Announces today the exercise of the over-allotment option and publishes the details of the stabilization operations carried out as part of its initial public offering on the regulated market of Euronext Paris.
In accordance with the provisions of Regulation (EU) n Â° 596/2014 of the European Parliament and of the Council and of the Delegated Regulation n Â° 2016/1052 of the European Commission of March 8, 2016, relating to the conditions applicable to buyback programs and stabilization measures , BNP PARIBAS (“BNP PARIBAS“), acting as a Stabilization Agent, declares to have carried out stabilization activities (as defined in article 3.2. (d) of Regulation (EU) n Â° 596/2014) in connection with the first admission to the securities trading on Euronext Paris:
|Transmitter :||OVH Group|
|Securities:||Ordinary shares with a par value of 1 euro (ISIN: FR0014005HJ9)|
|Offer size:||21,621,621 ordinary shares (excluding over-allotment option)|
|Offer price:||18.50 euros per ordinary share|
|Stabilizing agent:||BNP PARIBAS|
Pursuant to Article 6 (2) of Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regulatory technical standards for the conditions applicable to buyback programs and stabilization measures , OVHcloud, on the basis of the information disclosed by BNP PARIBAS, communicates the data relating to the stabilization activities carried out by BNP PARIBAS as Stabilization Agent.
The stabilization operations were carried out in the following price ranges:
|Execution date||Intermediate||Buy / Sell / Transfer||Number of shares||Average transaction price (in euros)||Lowest price / Highest price (in euros)||Global amount (in euros)||Stabilization trading platform|
| 15/10 /
|Exane BNP Paribas||To buy||530,000||18.3547||17.90 / 18.50||9 727 991||Euronext Paris|
This press release is also published on behalf of BNP PARIBAS in accordance with Article 6 (2) of Commission Delegated Regulation (EU) 2016/1052.
In addition, BNP Paribas, acting as Stabilization Agent, acting for its own account and on behalf of the Managers, exercised on October 21, 2021 the balance of the over-allotment option of 2,713,244 existing shares. from KKR and TowerBrook Capital Partners, at the IPO price of 18.50 euros per share corresponding to a total amount of approximately 50.2 million euros. This ends the stabilization period which began on October 14, 2021 (following the publication of the results of the offer by OVHcloud).
Consequently, the total number of OVHcloud shares offered in its initial public offering amounts to 24,334,865 shares, thus bringing the total size of the offering to 450 million euros at the initial public offering price of 18, 50 euros.
After exercise of the over-allotment option, OVHcloud’s free float amounts to 12.9% of its total share capital. Following the offer and exercise of the over-allotment option, the share capital of OVHcloud will be held as follows:
|Shareholder||Number of shares||% of share capital||% of voting rights|
|Klaba family(1)||18 196 292||9.7%||9.7%|
|SAS digital scale(2)||25 980 191||13.8%||13.8%|
|Yellow Source SAS(2)||24 026 666||12.7%||12.7%|
|SAS deep code(3)||25 316 067||13.4%||13.4%|
|SAS Source Blue(3)||24 026 666||12.7%||12.7%|
|Innolys SAS(4)||13 146 668||7.0%||7.0%|
|Invest Blue SAS||432 433||0.2%||0.2%|
|Total held jointly by the Klaba family and entities controlled by the Klaba family||131 124 983||69.6%||69.6%|
|Spiral Holdings BV(5)||14,523,570||7.7%||7.7%|
|Spiral Holdings SCA(6)||14,523,570||7.7%||7.7%|
|Executives, former executives and managers of the Group(7)||4,025,728||2.1%||2.1%|
|Public float||24 334 865||12.9%||12.9%|
|TOTAL||188 532 716||100.0%||100.0%|
(1) The Klaba family includes MM. Henryk, Octave and Miroslaw Klaba and Mrs. Halina Klaba.
(2) Entities controlled by Mr. Octave Klaba and members of his family.
(3) Entities controlled by Mr. Miroslaw Klaba and members of his family.
(4) Entity owned by MM. Octave and Miroslaw Klaba.
(5) Entity indirectly owned by investment funds managed or advised by TowerBrook Capital Partners
(6) Entity indirectly owned by investment funds and other entities managed or advised by KKR
(7) Excluding directors representing the Klaba Family and including a director who did not remain a director after the Global Offer.
OVHcloud is a global player and the leading cloud provider in Europe operating more than 400,000 servers in 33 data centers on four continents. For 20 years, the Group has relied on an integrated model that ensures complete control of its value chain: from the design of its servers, to the construction and management of its data centers, including the orchestration of its network. fiber optic. This unique approach allows it to independently cover all the uses of its 1.6 million customers in more than 140 countries. OVHcloud now offers latest generation solutions combining performance, price predictability and total sovereignty over their data to support their growth in complete freedom.
Marie Vaillaud – Corporate Communication Manager
+ 33 6 49 32 74 02
AurÃ©lia de Lapeyrouse +33 6 21 06 40 33
Guillaume Maujean +33 6 67 74 36 89
This announcement does not and will not constitute a public offer or an invitation to the public within the framework of an offer.
No communication or information relating to this transaction or to OVHcloud may be released to the public in any jurisdiction where registration or approval is required. No action has been or will be taken in a jurisdiction (other than France) where such action would be necessary. The issue, subscription or purchase of OVHcloud shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. OVHcloud assumes no responsibility for any violation of such restrictions by any person.
United States. This announcement does not constitute an offer to sell securities in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States without registration or exemption from registration under the US Securities Act of 1933, as amended. OVHcloud does not intend to register any securities in the United States or to conduct a public offering of securities in the United States..
European Union. This announcement is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the “Prospectus Regulation“). The prospectus approved by the AMF is available on the AMF website (www.amf-france.org) and the company’s website dedicated to the IPO (https://ipo.ovhcloud.com/).
In France, a public offer of securities can only be made under a prospectus approved by the AMF. With regard to the Member States of the European Economic Area (each, a âMember State concernedâ), With the exception of France, no action has been taken or will be taken to make a public offering of the shares requiring the publication of a prospectus in any Member State concerned. Consequently, the securities cannot be offered and will not be offered in any Member State (other than France), except within the framework of the exemptions provided for in Article 1 (4) of the Prospectus Regulation, or in the other case. which does not require the publication by OVHcloud of a prospectus in application of the Prospectus Regulation and / or the regulations applicable in the Member States.
This press release does not constitute an offer of the securities to the public in the United Kingdom. The distribution of this press release is not made, and has not been approved, by an authorized person (“Authorized personâ) Within the meaning of Section 21 (1) of the Financial Services and Markets Act 2000. Accordingly, this press release is only addressed to persons who (i) are located outside of the United Kingdom, (ii) have professional experience in investment matters and fall under Article 19 (5) (“investment professionalsâ) Of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended) and (iii) are persons falling under section 49 (2) (a) to (d) (high net worth companies, unincorporated associations partnership, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to together as “Persons concerned“). OVHcloud securities are intended only for Relevant Persons and no invitation, offer or agreement to subscribe, purchase or acquire OVHcloud securities may be offered or concluded otherwise except with Relevant Persons. Anyone other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other UK regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
The distribution of this document in certain countries may constitute a violation of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia. This press release may not be published, transmitted or distributed, directly or indirectly, in the United States, Canada, Japan or Australia.
OVHcloud – Press release – October 21, 2021 – Successful operation with exercise of the over-allotment option for â¬ 50 million