Strategic investment from US & Australian institutional investors

11 Aug 2021

€65 million strategic investment from US & Australian institutional investors to fund the purchase of Avanquest’s minority interests

 

  • Investment fully subscribed by Heights Capital Management and Ophir Asset Management, creating for the first time in the company’s history a group of cornerstone shareholders
  • Investment combining a reserved capital increase of €15m and a reserved issuance of convertible bonds of €50 million priced at a c. 86% conversion premium
  • Proceeds to be allocated to the acquisition of Avanquest’s minority interests, to strengthen the Group’s capital structure
  • Binding agreement with minority shareholders providing a c. €153 million equity valuation for the Avanquest division excluding its fintech activities, or c. €98 million for all minority interests, to be paid through a mix of cash and newly issued Claranova shares

 

Claranova announces an agreement with institutional investors Heights Capital Management (“Heights”) and Ophir Asset Management (“Ophir” and together with Heights, the “Investors”), for a strategic investment of €65 million (the “Investment”) to fund the acquisition of Avanquest’s minority interests (the “Acquisition”).

The Investment hails a new major milestone in Claranova’s development. Besides giving Claranova new substantial financial resources to simplify its capital structure through the Acquisition, it creates for the first time in the company’s history a group of cornerstone shareholders to stabilize its shareholder structure and support the Group’s long-term development. Through this transaction, the Investors also demonstrate their confidence in the Group’s fundamentals, strategy and potential.

The Investment will be carried out in the form of a reserved capital increase of €15 million (the “Capital Increase”) and a reserved issuance of €50 million of senior, unsecured bonds convertible into new shares and/or exchangeable for existing shares (obligations convertibles échangeables en actions nouvelles ou existantes – OCEANE) (the “Convertible Bonds”).

The Capital Increase will be subscribed by Ophir for €10 million and by Heights for €5 million. It will consist in the issuance of 2,142,857 new shares at €7.00 per share, representing 5.39% of the Group’s current share capital (the “New Shares”). The Convertible Bonds will be fully subscribed by Heights and will be issued at a c. 86% conversion premium.

At this stage, the Investment does not change the guidance previously announced for annual revenue of €700 million and operating profitability above 10% [1] by the end of fiscal year 2023.

 

Pierre Cesarini, CEO of Claranova, declared:

 

This new record funding marks a major turning point in Claranova’s development. Beyond strengthening our investment capacity and enabling us to simplify the group structure, this transaction demonstrates the confidence in the Group’s future perspectives, as recognized by leading investment firms specialized in supporting companies with a strong growth potential. Through this investment, Claranova is partnering with long-term investors, able to support the Group in pursuing its ambitious development plan. With still considerable potential in each of our activities, an enhanced investment capacity and the long-term support of major international investment firms, Claranova has more than ever all the assets to ensure its change in dimension.

 

  • [1] In terms of EBITDA margin.