RUBIS // AN INFRASTRUCTURE BASE DEDICATED TO ENERGY LOGISTICS AND DISTRIBUTION

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GREAT SUCCESS OF THE 133.6 MILLION EUROS CAPITAL INCREASE

Rubis announces today the successful subscription of its share capital increase with preferential subscription rights, whose subscription period closed on June 4th 2015

Total demand amounted to 418.8 million euros, 285.2 million euros higher than the targeted amount, which represents a subscription ratio of 313%.

2 700 918 new shares have been subscribed on an irreducible basis, representing 97% of the new shares to be issued. Demand on a reducible basis covered 6 024 162 shares and will be served on the basis of 83 174 new shares. Upon completion of the capital increase, 2 784 092 new shares will be issued at a subscription price of 48 euros per share.

The settlement and delivery and the admission to trading of the new shares on Euronext Paris are expected to take place on June 15th, 2015, on the same listing line than the existing shares (under the ISIN code FR0000121253). The new shares will carry current dividend rights. As from their issue, they will be assimilated to existing shares and will entitle the holder to the same rights as those attached to existing shares.

At the end of this transaction, Rubis share capital will be made up of 41 761 384 shares.

The capital increase is intended to partially refinance Rubis’ recently announced acquisitions and ongoing investments which amount to approximately 600 million euros of committed undertakings. These acquisitions and developments have already been financed by the Group’s cash flow, confirmed medium-term credit facilities and available cash. However, in order to respect its financial discipline and to provide financial flexibility to seize new expansion opportunities, Rubis has decided to reinforce its financial resources through this capital increase, the proceeds of which will represent approximately 20% of its commitments. Following the proposed transaction, Rubis will have a robust financial position, enabling it to seize new opportunities.

Rubis would like to thank its shareholders for their renewed trust and the new resources thus obtained, to ensure the pursuit of the company’s development.

 

Advisors, Global Coordinator, Joint Bookrunners and centralization agent

  • Advisor to Rubis: Sodica ECM (Crédit Agricole Group)
  • Global Coordinator and Joint Bookrunner: BNP Paribas
  • Joint Bookrunners:
    • Crédit Agricole Corporate and Investment Bank
    • HSBC
    • Société Générale Corporate & Investment Banking

CACEIS Corporate Trust, 14 rue Rouget de Lisle, 92862 Issy les Moulineaux Cedex 9, has acted as the centralization agent of the capital increase.

 

Disclaimer

This press release and the information contained herein do not constitute an offer to sell or purchase, nor the solicitation to sell or purchase Rubis shares or preferential subscription rights.
No communication or information relating to the issuance by Rubis of the shares and preferential subscription rights can be released or sent into any jurisdiction where such communication may be subject to a requirement to register the shares or the rights or to make any filings related thereto. Other than in France, no action has been or will be undertaken in any jurisdiction where such steps might be required. The issuance of the rights and the subscription for the shares to be issued upon exercise of the rights may be subject to certain restrictions. Rubis assumes no responsibility for any violation by any party of any such restrictions.

 

European Economic Area

The offer is open to the public only in France.

As regards the members of the European Economic Area other than France (the “Member States”) that have transposed the Prospectus Directive, no action has been undertaken or will be undertaken to provide for a public offer of securities requiring the publication of a prospectus in any Member State. Therefore, the preferential subscription rights, new shares and other securities mentioned in this press release may only be offered in Member States:

  • to qualified investors as defined in the Prospectus Directive;
  • to less than 100 or, if the Member State has transposed the relevant provision amending the Prospectus Directive, 150 natural or legal persons (other than qualified investors as defined in the Amending Prospectus Directive) per Member State; or
  • in circumstances falling under the scope of Article 3 (2) of the Prospectus Directive.

For the purposes of this paragraph, (i) the expression “public offer of securities” in a given Member State means the communication to persons, in any form and by any means whatsoever, and containing sufficient information on the conditions of the offer and the securities to be offered to enable an investor to decide to purchase or subscribe said securities, as that definition has been, where appropriate, modified by the Member State in question, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC of November 4, 2003, as transposed into the law of the Member State in question (as amended, including the Amending Prospective Directive when it has been transposed by each Member State),  and  (iii) the  expression  “Amending  Prospectus  Directive”  means  Directive 2010/73/EU of the European Parliament and of the Council of November 24, 2010.

These sales restrictions relating to Member States apply in addition to any other restrictions applicable in Member States that have transposed the Prospectus Directive.

 

United Kingdom

This press release does not contain or constitute an invitation, inducement or solicitation to invest. This press release is intended solely for persons (i) who are not in the United Kingdom, (ii) who are investment professionals within the meaning of Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”), (iii) who are persons falling within the provisions of Article 49(2 (a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iv) who are persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) may lawfully be made or caused to be made in the context of the issuance or sale of securities (all persons cited in (i), (ii), (iii) and (iv) together being designated as “Authorized Persons”).

This press release is aimed solely at Authorized Persons, and must not be used or relied upon by unauthorized persons. Any investment or investment activity in connection with this press release is reserved solely for Authorized Persons, and may only be made by Authorized Persons.

This press release does not constitute an approval by the Financial Services Authority or any other regulatory authority in the United Kingdom within the meaning of Section 85 of the Financial Services and Markets Act 2000.

 

United States of America

This document does not constitute an offer to sell securities or the solicitation of an offer to purchase securities in the United States of America. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States in the absence of registration or an exemption from registration under the Securities Act. Rubis does not intend to register the offer in whole or in part in the United States of America, or to make a public offer in the United States of America.

 

Canada, Australia and Japan

The new shares and preferential subscription rights may not be offered, sold or purchased in Japan, and, subject to certain exceptions, Canada and Australia.

 

Australia

This document does not constitute an offer of securities for issue, sale or purchase that requires disclosure under the Corporations Act 2001 of Australia (the “Corporations Act”). This document is not a “disclosure document” for the purposes of the Corporations Act or Australian law and has not been, and will not be, lodged or registered with the Australian Securities and Investments Commission. Any offers for issue, sale or purchase of securities or financial products under this document are intended to be offers in respect of which disclosure is not required to be made to investors under Part 6D.2 or Part 7.9 of the Corporations Act.

 

CONTACTS Rubis
Bruno KRIEF
Chief Financial Officer
Phone: +33 (0) 1 44 17 95 95

E-mail: rubis@rubis.fr

 

SCALE FOR ALLOTMENT OF SUBSCRIPTIONS MADE ON REDUCIBLE BASIS

The new ordinary shares which remain available after exercise of the preferential subscription rights on an irreductible basis reserved to shareholders or to purchasers of such preferential subscription rights, were alloted to subscribers on a reducible basis by applying a ratio equal to 0.005544659 calculated based on the number of rights upon which the subscription on an irreducible basis was made without taking into account the fractions and without the allotment exceeding the number of shares requested on a reducible basis.

This allotment has been implemented as follow:

Number of preferential subscription rights presented Number of allotted shares
182 preferential subscription rights 1 share
364 preferential subscription rights 2 shares
546 preferential subscription rights 3 shares
728 preferential subscription rights 4 shares
910 preferential subscription rights 5 shares

and so on by application of the distribution ratio equal to 0,005544659 to the number of preferential subscription rights presented and by quotity of 14.

 

Upcoming events :

Half-year results on August 31, 2015 (after market)

 


Rubis does not guarantee the reliability, accuracy or completeness of the information provided herein and shall not be held responsible for the content of the site or for any use thereof by any person whatsoever.

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