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Amboise Investissement launches its IPO. Indicative Price Range: EUR 11.20 - EUR 12.20 per share

Paris, 15 March 2006 – Amboise Investissement (“Amboise”) announced today that it has launched its initial public offering (the “IPO”) for listing of its shares on the Eurolist by Euronext. After registering its “ Document de base ” on 24 February 2006 under number I.06-012 and an “ Actualisation du document de base ” on 6 March 2006 under number D.06-041-A01, Amboise registered a “ Note d'opération ” on 14 March 2006, and the “ Prospectus ” including these three documents was granted the French Autorité des marchés financiers (AMF) visa N. 06-074.

Amboise Investissement, a new listed investment vehicle from Apax Partners

Amboise Investissement (“Amboise”), a company created by Apax Partners , intends to invest and disinvest pari passu1 with the private equity investment fund Apax France VII2 and Altamir & Cie, a company listed on the Eurolist by Euronext.

Amboise will follow Apax Partners ' investment strategy which consists of backing, as sole or lead investor, fast growing companies that are generally unlisted, at all stages of development –from venture to leverage transactions– in six sectors of specialisation (IT, Telecoms, Media, Healthcare, Retail & Consumer and Business & Financial Services).

Once Amboise is floated, its portfolio will include several sizeable investments for up to c.€45m, mainly including Financière Hélios (Séchilienne-Sidec), Almapax (Alma Consulting Group) and Alain Afflelou SA3, and sufficient cash to cover its co-investment requirements for 12 to 18 months.

This investment strategy has enabled Apax Partners to achieve consistently high performance in terms of multiples of capital subscribed.

Offering structure highlights

  • The offering will consist of a public offering to retail investors in France (for up to 15% of the shares offered) and a global placement, mainly to institutional investors, in France and outside of France but outside of the United States.
  • The initial number of shares offered will be 8,500,000 new shares from a share capital increase. The global offering will include an extension option as well as an over-allotment option, both exclusively composed of new shares, for respectively up to 10% and 5% of the initial number of shares offered.
  • Upon issuance of the new shares, 8,536,900 class A warrants (“BSA A”) and 8,536,900 class B warrants (“BSA B”, together with the BSA A, the “BSA”) will be :
    • Automatically and freely allocated to all holders of shares (new and existing) of Amboise; and
    • Automatically stapled to such shares (with a stapling ratio per share of 1 BSA A and 1 BSA B) from the settlement and delivery date and until 26 August 2007 (inclusive).
    For each BSA, the strike price will be equal to the VWAP on a fixed reference period for each BSA, less a 15% discount. Parity of BSA A and BSA B is four warrants for one new share. The number of BSA issued will be increased accordingly upon exercise of the extension option and/or the over-allotment option.
  • The indicative price range has been set at €11.20 – €12.20 per share.
  • The amount of gross proceed of the global offering will range between c.€95m and c.€119m depending on the final price of the global offering and on the exercise of the extension option and the over-allotment option
  • The global offering will be launched on 15 March 2005 . The final price will be set after the close of the global placement, which will run from 15 March 2006 to 28 March 2006 – noon (Paris time).
  • Partners of Apax Partners will jointly subscribe, directly and indirectly, in the global placement for a total consideration of approx. €10m with a lock-up commitment of at least 12 months.
  • ABN AMRO Rothschild is acting as sole global co-ordinator and Bookrunner and Natexis Bleichroeder is acting as co-lead manager, in connection with the global offering.

Amboise has opted for the tax regime of a “SCR” (S ociété de Capital Risque ), which, subject to certain conditions and constraints, enables both the company and its shareholders to benefit from certain tax advantages.


1Pari passu : on the same terms
2Apax France VII: a new private equity investment fund (“FCPR” in French) created by Apax Partners , which is currently in a fundraising process
3Deal in progress, subject to completion


For further information:

http://www.amboise-investissement.fr/

Amboise Investissement prospectus, which was granted AMF's visa N. 06-074 on 14 March 2006, is available free of charge at its registered office, 45 Avenue Kléber, 75116 Paris (France), on its website (http://www.amboise-investissement.fr) and on the website of the Autorité des marchés financiers (http://www.amf-france.org).

Amboise Investissement wishes to draw the attention of readers to the “risk factors” section in its Prospectus which was granted the above referred AMF's visa.


Press Contacts

 Apax Partners SA – Marketing Department
Agathe Heinrich
Tel: + 33 (0)1 53 65 01 35
e-mail: agathe.heinrich@apax.fr

Actus – Press Relations
Chantal Farant
Tel: +33 (0)1 53 67 35 86
e-mail: cfarant@actus.fr


This press release is not for publication, release or distribution in the United States of America, Canada, Japan or Australia. This press release and the information contained therein do not constitute an offer to subscribe or sell, or the solicitation of an offer to subscribe or sell, financial instruments in any jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act of 1933 as amended. Amboise Investissement has no intention of registering an offering in whole or in part in the United States or of raising funds from the public in the United States.

In the United Kingdom, this press release is only to persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business or who have professional experience in matters relating to investments and are (1) qualified investors as defined in Section 86(7) of the Financial Services and Markets Act 2000 (“FSMA”), being persons falling within the meaning of Article 2(1)(e)(i), (ii) or (iii) of Directive 2003/71/EC (the “Prospectus Directive”) and (2) fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or are persons who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order or to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom , this press release and the terms and conditions set out therein is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

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