Paris, Tuesday, 30 January 2018
Successful private placement : nearly €15.5m raised
(Total demand of around €41m, oversubscribed by more than 2,6 time)
NetBooster is changing its name to Artefact
NetBooster (FR0000079683 - ALNBT - eligible for the French PEA-PME investment scheme), a leading independent international agency in digital performance marketing, is announcing the success of its capital increase through a private placement to qualified investors, performed via the accelerated building of an order book.
Alongside this success, NetBooster is announcing a change to its name of the Corporation. Starting on 1 February 2018, the company's shares will be listed under the name Artefact (the ISIN code will remain unchanged: FR0000079683), the ticker will become "ALATF", symbolising therefore the major transformation that has been taking place in recent months. A change in governance has also been approved. All of these announcements are part of the implementation of the 2018-2020 strategic plan that was presented in November 2017.
The Company issued 5,158,223 new shares each with a par value of €0.10, with a unit price of €3, including additional paid-in capital, for a total of approximately €15,47m, accounting for 20% of the share capital prior to the transaction, in accordance with the provisions of Article L. 225-136 of the French Commercial Code.
For reference, the stake of a shareholder owning 1% of the Company's share capital prior to the issue will stand at 0.83%.
The successful completion of this transaction affords the Group a new catalyst in developing its Data solution in France and internationally. The funds raised will also bring within reach any potential acquisition opportunities that may expand the Group's expertise or geographic reach.
This success is perfectly in line with the implementation of the 2018-2020 strategic plan that was presented in November 2017. With this plan, the Group intends to exceed €100m in gross profit by 2020. This change in scale must go hand in hand with a robust trend of increasing margins, with the aim of generating EBITDA of between 10% and 15% of gross profit within three years.
The transaction was initiated according to the terms of the third resolution of the Combined General Shareholder's Meeting held on 15 January 2018. The price reflected a haircut of 9.6% to the weighted average of the Company's share on the Euronext Growth market in Paris in the six months prior to setting the issue price.
The capital increase was executed through the issue of 5,158,223 new ordinary shares, without preferential subscription rights, to qualified investors in accordance with Article L. 411-2 II of the Monetary and Financial Code. The new shares will bear current dividend rights and will be admitted for trading on the Euronext Growth market in Paris, under the same listing as the Company's outstanding shares (ISIN code FR0000079683 - ALNB). The Company's share capital will be comprised of X shares following the settlement-delivery, which is scheduled for 1 February 2018.
Post-capital increase, the breakdown of the Company's share capital changed as follows:
|Before the issuance of New Shares||After the issuance of New Shares|
|Shareholders||Number of shares||% of share capital||Number of shares||% of share capital|
|Managers||5 365 525||20,80%||5 450 525||17,61%|
|Truffle Capital||2 849 397||11,05%||2 849 397||9,21%|
|Pure Invest||2 832 970||10,98%||2 832 970||9,15%|
|Nobel||2 728 062||10,58%||3 273 674||10,58%|
|Idinvest||1 313 845||5,09%||1 313 845||4,25%|
|Free float||10 701 317||41,49%||15 228 928||49,21%|
|TOTAL||25 791 116||100%||30 949 339||100%|
Invest Corporate Finance provided consulting services for this Private Placement, which was managed by Invest Securities, acting as Lead Arranger and Bookrunner (Allinvest Group).
In accordance with the provisions of Article 211-3 of the General Regulation of the Autorité des Marchés Financiers, the Company's offer of shares in the context of this private placement does not give rise to an obligation to issue a prospectus approved by the Autorité des Marchés Financiers. Detailed information about the Company, particularly as regards its business, results and related risk factors, are described in the annual financial report for the fiscal year ended 31 December 2016. This document is available together with other regulated information and all of the Company's press releases, on its website (artefact.com).
Alongside the success of this private placement, NetBooster is changing its name to Artefact. This new identity is the culmination of the transformation underway and the launch of our new solution that combines strategic advice, Data expertise, media activation, creation and Artificial Intelligence. This new identity will unite all of the Group's offices and employees. In addition to the name change, the website has been completely revamped (artefact.com) and the Group has adopted a new strapline: "Artefact, Marketing Engineers".
Shares will continue to be listed on the Euronext Growth index under the "ALNBT"' ticker until market close on 31 January 2018. Starting from the 1 February 2018 trading session, shares will be listed under the new Artefact name. The ticker will become "ALATF" (EPA: ALATF). The ISIN code will remain unchanged (FR0000079683).
These changes also mean that the Group's governance will evolve. François de La Villardière, formerly Chief Executive Officer and Chairman of the Board of Directors, is appointed Chairman of the Board of Directors. Guillaume de Roquemaurel and Vincent Luciani, Artefact's co-founders, will lead Artefact, respectively in the roles of Group Chief Executive Officer (CEO), and Chief Operating Officer (COO) and Country Head, France. Philippe Rolet, also an Artefact co-founder, is appointed Chief Technology Officer (CTO).
François de la Villardière, Chairman, commented, "The success of our private placement is fully in line with the dynamic of change that has been initiated over recent months. Thanks to the funds raised, we now have greater resources to fund our ambition, which is to make Artefact an international leader in digital marketing. With our stronger financial position, management in place and a new identity, we are ready to seize any opportunity that arises due to the transformation in our markets. I extend my warmest thanks to all of the investors who have put their trust in us as we embark on this tremendous adventure".
Financial calendar (after market):
30 January 2018
2017 Gross margin
25 April 2018
2017 Results and Q1 2018 Gross margin
24 July 2018
Q2 2018 Gross margin
23 October 2018
H1 2018 Results and Q3 2018 Gross margin
Artefact is a digital agency built on the perfect and long overdue marriage between marketers and engineers. Artefact's mission is to reinvent the customer experience through new technologies, digital, data and AI. The company has offices across 17 countries, with 1000+ employees delivering three service offers : Data Consulting, Digital Marketing Expertise and Technology Development. Artefact was elected the most innovative agency of 2017.
Artefact works with the largest global brands: over 600 clients, including 100+ blue chip clients such as AccorHotels, Samsung, Orange, Carrefour, Emirates and Deutsche Telekom who rely on the agency's disruptive marketing approach. Artefact has sustained a steady growth rate since its creation in 1998, and had operate a strategic move towards data and AI in 2017 merging digital expertise and data capabilities. Listed on the Alternext Paris Stock Exchange, Artefact is the most largest independent international digital agency.
For more information:
Financial Communications Press Contact
Guillaume de Roquemaurel ACTIFIN
Artefact Stéphane Ruiz / Victoire Demeestere
Tel. 00 33 (0)1 40 40 27 00 Tel. 00 33 (0)1 56 88 11 11
This press release is for information purposes only. This press release does not constitute and may not be considered as a public offer, a subscription offer or a solicitation of public interest for a public offering of financial securities.
In accordance with Article 211-3 of the General Regulation of the Autorité des Marchés Financiers, it is hereby reiterated that:
The communication of this press release in certain countries may constitute a violation of local laws and regulations. The information contained in this press release does not constitute an offer of securities in France, the United States, Canada, Australia, Japan, or in any other country. This document may not be published, transmitted or distributed either directly or indirectly in the United States, Canada, Australia or Japan. This document does not constitute an offer to sell NETBOOSTER shares in the United States.