Ymagis To Launch Its Initial Public Offering On NYSE Euronext Pairs

18 April 2013

Indicative price range: between €7.65 and 9.35€ per share

YMAGIS, the specialist in digital technologies for the film industry, announces that on 17 April 2013, the French Financial Markets Authority (AMF) has appended the visa n° 13-165 on the prospectus related to its listing on the regulated market of NYSE Euronext Paris Compartment C. On the occasion of its listing on the stock exchange, YMAGIS aims to raise about €17 million in new capital.

"Having successfully completed an initial stage which allowed us to reach a turnover of almost 40 million euro and an operating margin close to 15% in a little over five years, we now have a solid situation in which we can serenely begin a new stage of our development. The funds raised through our listing on the stock exchange will allow us to both reinforce our position internationally and also to enrich our range of products and services, thus providing our producer, distributor and exhibitor partners with the digital technologies which will make the cinema of the future. Our aim is to eventually become n°1 in Europe", adds Jean MIZRAHI, President of YMAGIS

The film industry is going through a digital revolution

The revolution which the film industry is going through due to the development of digital technology and the soon-to-come disappearance of 35 mm film is profoundly disrupting the procedures of film industry professionals, from production to movie theatre operation. This revolution has sparked off new services, new professions and new products but requires professionals to invest, sometimes heavily, in new equipment and software.

YMAGIS is working with the European film industry as it switches to digital technology.

When the whole film industry went digital, suitable solutions needed be put in place, in particular to finance considerable investments into movie theatres. Very early on, YMAGIS allowed exhibitors to cope with these many investment needs by offering original solutions for financing their equipment and integrating new digital technologies.

Within approximately five years, over 170 European operators (UGC, Cap Cinéma, Cinéville or mk2 in France, CINEPLEX or Yorck in Germany, Utopolis in the Benelux, Ocine, Abaco, Neocine, Verdi Cinemas, Cinesur or Alta in Spain…) approached YMAGIS to manage the digital switchover of over 2,700 screens in France, Spain, Germany and the Benelux, of which over 2,200 that are already in operation. This client portfolio has recently expanded with the signature of an agreement with Cinesur network in Spain. Under this agreement, YMAGIS will help Cinesur to switch to digital it 11 movie theaters, representing 125 screens.

YMAGIS has relied on its agreements concluded with over 100 distributors and advertising agencies throughout Europe, including many European independent distributors as well as the US Majors, namely Walt Disney, Paramount Pictures, Sony Pictures, Warner Brothers, Universal Pictures, 20th Century Fox. These agreements allow the financing of new equipment under sound economic conditions, profitable for all who take part, by implementing a mechanism for payment of screening rights on digital screens. As a result, YMAGIS has made a name for itself in the European film industry forming close ties with key stakeholders.

The specialist in digital services and technologies

With technological solutions accounting for more than 45% of turnover during the 2012 fiscal year, the implication of YMAGIS goes beyond financing.

Services to assist in the postproduction of feature films and other digital contents, their distribution (encryption, duplication, transport, evaluation), the development of software tools and services towards the exhibition industry: in a few years, YMAGIS established itself as a leading technological partner in France and internationally for film industry professionals.

Thanks to this extended field of action, YMAGIS became one of the benchmark companies for the digital transition in Europe in a little over five years after its creation, with a position of leader in several countries, including France.

Growth and profitability: 2012 turnover + 53%, operating margin of 15%

In 2012, YMAGIS generated a consolidated turnover of €39.7m, that is a 52.7% increase compared with 2011 and showed an operating profit of 14.9%. In France, turnover grew 38% to 24.5M€. Internationally, turnover grew 83% to 15.2M€ and already accounts for 38% of total activity for the group.

Ambition: to become the leading European provider of digital services and technologies for the film industry

YMAGIS plans to continue helping European exhibitors for the next cycle of equipment renewal. The group estimates that eventually, the European market will require 3,500 to 5,000 installations per year, with the first renewals expected in 2015.

Additionally, YMAGIS also intends to broaden its product and service offering to the exhibition industry (ticketing software, digital displays in entrance halls, marketing services...), building on its key position in digital projection technologies and services.

Finally, the group plans to reinforce its production and distribution services, notably with the upcoming launch of two new laboratories in Berlin and Barcelona and the acquisition of specialised players.

YMAGIS's flotation plans form part of the business development strategy and its objective to become the leading European provider of digital technologies and services for the film industry.

TERMS OF THE OPERATION

Structure of the Offering

It is planned that shares will be offered to the public as part of an overall offering which includes:

  • An Open Price Offering for the public in France aimed mainly at individuals (the, "OPO");
  • A global placement mainly aimed at institutional investors (the "global placement"), including:
    • A public investment in France; and
    • A private international placement in some countries excluding, notably, the USA, Canada, Japan and Australia.

The distribution of shares in the French public will take place following the articles P.1.2.1 and subsequent of Book II of the market Rules of NYSE Euronext applicable to rules of the French regulated markets. The proportion of Offered Shares between the OPO, on the one hand and Global Placement, on the other hand, will be decided depending on the nature and size of demand, respecting the principles detailed in the article 315-35 of the rules governing the AMF. If the demand for the OPO allows it, the number of shares allocated in response to orders emitted as part of the OPO will be at least equal to 10% of the number of Shares Offered as part of the Offering (before the Extension Clause and the Over-Allotment Option).

Indicative Price Range of the Offering

Between 7.65 euro and 9.35 euro per share offered.

The Price of the Offering may be between 7.65 euro and 9.35 euro per share, a range determined and fixed by the Board of directors of the group during its meeting on 16 April 2013 and it will be possible to modify it at any moment until 30 April 2013 (including the day scheduled for fixing the Price of the Offering in the terms set out in paragraph 5.3.2 of the present summary of the Prospectus). This information is provided for reference only and does not prejudge the Price of the Offering which may be determined outside this range under the terms laid out in paragraph 5.3.2 of the present summary of the Prospectus.

This indicative price range was determined by the board of directors of the company in the light of market conditions before the date of its decision. If the price is set outside the indicative price range, investors are invited to consult the paragraph 5.3.2 of the present summary of the Prospectus for more information on the procedure for publishing the Price of the Offering and the modifications pertaining to the parameters of the Offering.

Initial size of the Offering

The share offering of the Company pertaining to the present document (the "Offering") concerns:

  • A maximum of 2,000,000 new shares to be emitted as part of a cash capital increase of the Company through a public offering (the "New Shares").
  • A maximum of 400,000 Existing Shares (such as the term defined below) sold by historical shareholders (the “Initial Transferred Shares"), following the proportions described below;
    • 20% by Ymagis Holdings ;
    • 40% by all the funds of Odyssée Venture ; et
    • 40% par by all the funds of OTC.
Extension Clause

Depending on the size of demand, the number of shares offered may be, at the discretion of the Company, increased by 15% of the cumulated number of New Shares and Initial Transferred Shares, that is, a maximum of 360,000 Complementary Transferred Shares (the "Extension Clause").

Over-Allotment Option

An over-allotment option pertaining to a maximum of 15% of the cumulated number of New Shares, Initial Transferred Shares and Complementary Transferred Shares, that is, a maximum of 414,000 Additional Shares, will be granted by Historical Shareholders to Leader and bookkeepers (the "Over-Allotment Option").

Gross proceeds of the Offering and of the Issue

Around 20.4 million euros, of which 17.0 million euros related to the capital increase and 3.4 million euros related to transfer of existing shares, which can be increased to 27.0 million euros in the case that the Extension Clause and the over-allotment option, consisting exclusively of transferred of existing shares, are exercised in their entirety (on the basis of the middle of the indicative range, that is, 8.50 euro)

Estimated Net proceeds of the Offering and of the Issue

Around 18.2million euro, of which 14.9 million euros related to the capital increase and 3.3 million euros related to transfer of existing shares, which can be increased to 24.5 million euros in the case that the Extension Clause and the over-allotment option, consisting exclusively of transferred of existing shares, are exercised in their entirety (on the basis of the middle of the indicative range, that is, 8.50 euro)

Commitment to abstention of the Company and commitment to retain shares
  • Commitment to abstention of the company: 180 days;
  • Commitment to retain of the financial shareholders: 100% for 180 days, 80% for 270 days, 60% for 360 days; and
  • Commitment to retain of principal members of the management team: 360 days.
Indicative timetable of the offering
17 April 2013 • AMF approval on the prospectus
18 April 2013 • Opening of the Global Placement and Public Offering (the OPO)
• Notice of NYSE Euronext pertaining to the opening of the OPO
• Publication of the press release announcing the Offering
29 April 2013 • Global Placement and Public Offering closes at 5 pm
30 April 2013 • Pricing of the Offering
• NYSE Euronext notice relating to the result of the Offering
• Press release on the result of the Offering
• First quotation of the shares on the regulated market of the NYSE Euronext Paris
6 May 2013 • Settlement/ delivery of shares
7 May 2013 • Start of trading on the NYSE Euronext
30 May 2013 • Expiry date for the exercise of the Over-Allotment Option
Characteristics of YMAGIS securities
  • Name: YMAGIS
  • ISIN Code: FR0011471291
  • Mnemonic: MAGIS
Financial intermediary and advice

Prospectus availability

Copies of the prospectus filed with the financial markets authorities (AMF) on 17 April 2013 under the number 13-165, composed of the registration document filed on 9 April 2013 under the number I. 13-012 and the “note d’opération” are available at no cost from YMAGIS (106-108 rue La Boétie, 75008 Paris), as well as the websites of YMAGIS (www.ymagis.com) and the financial markets authorities (www.amffrance.org).

Risk factors

YMAGIS would like to draw the public's attention to chapter 4 "Risk factors” in the registration document listed by the financial markets authority and in particular the following risk factors:

  • New financing solution could be offered following the scheduled stopping of the VPF system, especially to finance the replacement of digital equipments; and
  • Risks relating to off balance sheet commitment generated to third-party collector activity

as well as risk factors relating to the Offering described in the “Note d’Opération”