NETBOOSTER (FR0000079683 – ALNBT), the leading independent interactive communication agency in Europe, announces the finalisation of transactions aimed at strengthening its financial position. This came within the framework of the agreement entered into by the company, its principal shareholders and holders of convertible bonds, as reported in the press release issued by the Group on 12 January.
Raphaël Zier, Chairman and CEO of NetBooster stated: “This highly successful capital increase and the general meetings’ approval of the amendments to the terms and conditions of the 2012 convertible bond issue allow the Group to look forward to the future with confidence and determination. Our operating performance and profitability continue to improve in parallel. We are therefore starting 2012 in very good shape.”
On 20 February 2012, a shareholders’ general meeting and a general meeting of the March 2012 convertible bond holders were held. These meetings approved the proposal negotiated between them, which was the subject of a memorandum of understanding and a Group press release dated 12 January 2012.
The maturity of the outstanding convertible bonds was extended by 4 years to 21 March 2016.
Today, as announced, a private placement of NetBooster shares was also successfully carried out. This placement was authorised by the delegation of authority granted to the Board of Directors by the 2nd resolution of the Annual General Meeting held on 20 February 2012. The maximum amount permitted, set at € 5.36 million, was reached in a matter of hours, causing the placement to close early.
Gross capital increase: € 5.36 million through the issue of 2,143,997 new shares without pre-emption right.
Form of the transaction: Capital increase offered for subscription to qualified investors, pursuant to the provisions of section 2-II of Article L.411-2 of the Monetary and Financial Code (“private placement”).
Issue price: € 2.50 (inclusive of issue premium of €2.40), fully paid up in cash on subscription, as previously announced, which is a 6% premium compared to the average closing price of the last 20 trading days preceding the announcement of the refinancing agreement, i.e. € 2.36.
Subscribers: The offer took place through a private placement pursuant to section II of Article L.411-2 of the Monetary and Financial Code to qualified investors as defined by Articles D. 411-1 to D. 411-3 of the Monetary and Financial Code. 7 investors took part in the transactions, including NetBooster’s principal shareholders, namely Raphael Zier (24.7% of the share capital prior to the transaction) and the Truffle Capital (20.9%) and Idinvest Partners (9%) funds, in accordance with their commitments.
Timetable: the delivery settlement of new shares is scheduled for 24 February 2012 at the latest
The new shares will bear current dividend rights. They will be assimilated with existing shares and will be admitted to the same market listing as those shares (ISIN Code: FR0000079683). The number of shares making up the Company’s capital will increase by 2,143,997 shares, from 10,719,988 to 12,863,985.
Dilution: the table below shows the impact of the issue on the equity investment of a shareholder holding 1% of the share capital, who did not subscribe to the transaction.
Share capital structure: the share capital structure before and after the issue of new shares is set out in the table below.
Established in 1998, NetBooster, an independent interactive communications group, makes its expertise available to its clients for Internet marketing: search engine optimisation, search engine marketing, affiliation, online media, creation, CRM and social networks. The agency invests significantly in R&D and also offers tomorrow’s digital marketing expertise and technologies to provide the best return on investment to its clients. The Group is established in France, Italy, the UK, Spain, Switzerland, Germany, Finland, Denmark and Sweden and is managed by Raphaël Zier. NetBooster employs a workforce of almost 550 people. For the 2011 financial year, NetBooster Group reported consolidated gross profit of € 27.7 million, a year-on-year increase of 21%. It carries the OSEO-ANVAR seal of approval as an “Innovative Business” and thus its shares are eligible for FCPIs (French mutual funds). Shares in NetBooster trade on the Alternext Paris market of NYSE Euronext.
Receive all NetBooster financial information for free by subscribing to:
Shareholders’ agenda: 2011 annual results, 28 March 2012 before start of trading
Shares in NETBOOSTER trade on the Alternext market of NYSE Euronext Paris ISIN Code: FR0000079683 - Ticker: ALNBT
For further information, please visit our website: www.netboostergroup.com
Pepper Menthe Communication
Samira CHAKKAF ANDALOUCI
Tel: +33 7 86 11 14 52
Jérôme FABREGUETTES-LEIB, IR
Tel: +33 1 77 35 04 36
Nicolas BOUCHEZ, PR
Tel: +33 1 77 35 04 37