KERLINK LAUNCHES A CAPITAL
INCREASE FOR THE BENEFIT OF A CATEGORY OF BENEFICIARIES
Launch of a cash capital increase through an accelerated bookbuild for
approximately 8 million
This press release may not be published, distributed or disseminated either
directly or indirectly in the United States of America, Australia, Canada or
Thorigné-Fouillard, 29 April 2021, 5:45pm.
Thorigné-Fouillard, Kerlink (AKLK - FR0013156007), a specialist in networks
and solutions for the Internet of Things (IoT), announces today the success of
its capital increase through an accelerated bookbuild, for an amount of around
EUR8 million. This capital increase with cancellation of preferential
subscription rights for the benefit of a category of beneficiaries will be
exclusively reserved for qualified French and international investors, in
accordance with the 10th resolution approved by the Combined General Meeting of
Shareholders of 22 June 2020 and the authorisation granted by the Board of
Directors at its meeting of 28 April 2021.
REASONS FOR THE OFFERING
The funds raised will notably enable Kerlink to accelerate the development of a
new connectivity range fully compatible with the specifications of US company
Helium for a market launch that could take place in the fourth quarter of 2021,
in connection with the distribution partnership set up in 2020 with Cal-Chip
Connected Devices. The roll-out of the global IoT network "The People's
Network" launched by Helium will provide public, long-range and low-energy
wireless coverage, thanks to Helium's LongFi(TM) technology, which combines the
LoRaWAN(r) wireless protocol with Helium's blockchain technology, allowing any
LoRaWAN(r) sensor to transfer data via the new network. By creating its
blockchain, the Helium network has decentralised IoT network coverage, paving
the way for the deployment of a global open wireless network, capable of
combining various LoRaWAN(r) gateways, that is cost-effective and available
The capital increase will also help secure purchases of electronic components
that are considered strategic in a global context of tensions in supply times.
This strengthening of purchasing capacity should support the expected growth in
order intake already initiated in the first quarter.
Lastly, the transaction should enable an acceleration of the roll-out of the
NaaS (Network as a Service) offering, including both leasing infrastructure
equipment and network administration services, the goal of which is to increase
TERMS AND CONDITIONS OF THE OFFERING
The transaction consists of a capital increase with cancellation of
preferential subscription rights for the benefit of a category of beneficiaries
within the framework of the delegation granted by the Combined General Meeting
of Shareholders on 22 June 2020 (10th resolution), the decisions taken by the
Board of Directors at its meeting on 28 April 2021 and the decisions to be
taken by the Chairman and Chief Executive Officer today.
The issue price of the new shares will be set in accordance with said
With regard to the category of beneficiaries in favour of which the
preferential subscription rights have been cancelled (invesTMent companies and
invesTMent funds governed by French or foreign law investing in a sector
similar or complementary to that of Kerlink), the funds will be raised only
from French and international qualified investors, excluding the United States,
Canada, Australia and Japan.
The transaction will entail accelerated bookbuilding, after which the number
and price of the new shares to be issued will be determined.
The final number of new shares thus issued will be decided by the Chairman and
Chief Executive Officer of Kerlink under the sub-delegation granted to him by
the Board of Directors at its meeting on 28 April 2021, pursuant to and within
the limits of the 10th resolution of the Combined General Meeting of Kerlink on
22 June 2020.
The accelerated book building starts immediately and should be completed before
market opening on 30 April 2021.
Kerlink will announce the result of the transaction as soon as possible
following the close of the bookbuilding in a press release that will notably
specify the final number of new shares issued and the issue price.
The settlement/delivery of the new shares issued as part of this capital
increase and their admission to trading on the Euronext Growth Paris market are
scheduled for 4 May 2021.
Pursuant to Article 1(4) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, the proposed issue will not
require the publication of a Prospectus subject to the approval of the
Autorité des Marchés Financiers.
Midcap, a business division of TP ICAP acts as Lead arranger & Bookrunner and
Sponsor Finance, Listing Sponsor, as Kerlink's Advisor for this transaction.
The public's attention is drawn to the risk factors relating to Kerlink and its
business, as presented in chapter 4 of the Registration Document registered on
March 30, 2017 by the French Financial Markets Authority (Autorité des
Marchés Financiers) under number R.17-011, and updated in its 2020 annual
report, available free of charge (in French only) on Kerlink's website
materialisation of some or all of these risks could have an adverse effect on
Kerlink's business, financial position, earnings, development or outlook. No
changes have occurred to date in the risk factors as presented in the
In addition, investors should consider the following risks specific to the
* the market price of Kerlink's shares could fluctuate and fall below the
subscription price of the new shares issued via the transaction;
* due to stock market fluctuations, the volatility and liquidity of Kerlink's
shares could vary significantly;
* sales of Kerlink's shares may occur on the secondary market after completion
of the transaction and could have an adverse impact on Kerlink's share price.
* Kerlink's shareholders could suffer additional dilution as a result of any
future capital increases.
Such events could have a material adverse effect on the market price of
Kerlink Group is a leading global provider of connectivity solutions for
designing, launching, and operating public & private Internet of Things
networks. Its comprehensive product portfolio includes industrial-grade network
equipment, best-of-breed network core, operations and management software,
value-added applications and expert professional services, backed by strong R&D
capabilities. Kerlink specializes in enabling future-proof intelligent IoT
connectivity for three major domains: Smart Cities - metering, parking, street
lighting, waste management, air quality & pollution, building & facilities,
assets monitoring... Smart Industries - fleet & asset tracking, energy &
utilities, oil, gas & mining, airports, harbors, infrastructure, manufacturing,
retail... and Smart Territories - precision agriculture, environment protection
and rural towns & areas. More than 120,000 Kerlink installations have been
rolled out with more than 330 clients in 69 countries. Based in France, with
subsidiaries in the US, Singapore, India, and Japan, Kerlink is a co-founder
and board member of the LoRa Alliance(r) and the uCIFI Alliance(TM). It is
listed on Euronext Growth Paris under the symbol ALKLK.
For more information, visit www.kerlink.com or follow us on Twitter
This press release and the information it contains does not constitute an offer
to sell or subscribe or an invitation to place an order to purchase or
subscribe KERLINK's shares in any country
This press release constitutes promotional communication and is not a
prospectus within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation").
In the Member States of the European Economic Area, this press release and any
offers that may follow it are intended exclusively for "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation.
This press release does not constitute an offer to sell securities or any
solicitation of an offer to buy or subscribe securities in the United States of
America. Shares and any other securities issued by KERLINK may only be offered
or sold in the United States of America following registration under the US
Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an
exemption from this registration requirement, on the understanding that
KERLINK's shares have not been and will not be registered under the US
Securities Act. KERLINK does not intend to register the offer in whole or in
part in the United States of America or make a public offering in the United
States of America.
With respect to the United Kingdom, the press release is intended solely for
persons located (x) outside the United Kingdom or (y) in the United Kingdom who
are "qualified investors" (as that term is defined in the Prospectus
Regulation, which is part of domestic law in application of the European Union
(Withdrawal) Act 2018), and who (i) are invesTMent professionals within the
meaning of section 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"),
(ii) are referred to in section 49 (2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Financial Promotion Order, or (iii)
are persons to whom an invitation or inducement to participate in invesTMent
activities (within the meaning of section 21 of the Financial Services and
Markets Act 2000) may be lawfully communicated or transmitted (the persons
mentioned in paragraphs (y)(i), (y)(ii) and (y)(iii) together being referred to
as the "Authorised Persons"). This press release is intended solely for
Authorised Persons and may not be used by any person other than an Authorised
This press release contains indications of KERLINK's objectives as well as
forward-looking statements. This information does not constitute historical
data and should not be interpreted as a guarantee that the facts and data
stated will materialise. This information is based on data, assumptions and
estimates considered reasonable by KERLINK. KERLINK operates in a competitive
and rapidly changing environment. It is therefore not in a position to
anticipate all the risks, uncertainties and other factors that could affect its
business, their potential impact on its business or to what extent the
materialisation of a risk or a combination of risks could cause results to
differ significantly from those mentioned in any forward-looking statements.
This information is given only as at the date of this press release. KERLINK
makes no undertaking to publish updates of this information or the assumptions
on which it is based, except as required under any applicable legal or
The distribution of this press release may be subject to specific regulations
in certain countries. Consequently, persons physically present in such
countries in which this press release is circulated, published or distributed
must ascertain and comply with the appropriate laws and regulations.
This press release may not be published, transmitted or distributed, directly
or indirectly, in United States of America, Australia, Canada or Japan.