ASK : Registering of information document (Document E) relating on the merger of ASK with the Identification and Traceability activities of the Paragon Group

ASK (Euronext Paris - FR0011980077 - ASK), a specialist in secure "contactless" solutions destined for the Identity and Access Control markets, convened a General Meeting to take place on the 27 April 2017 at 9.00AM. The objective of the meeting is to issue a decision on the strategic merger of ASK with the Identification and Traceability division of the Paragon Group, by contribution to ASK of the shares of the companies making up the “Paragon Identification” division (PID), as previously announced on 26 October 2016.

An information document (Document E), describing the terms and conditions of the contribution, has been registered with the French financial market authority (Autorité des Marchés Financiers - AMF) under reference number E.17-010 on the 30 March 2017. The document is available for consultation on ASK's website. Additionally, the takeover exemption approval was obtained from the AMF on the 29 March 2017.

Under the proposed transaction, the Paragon Group will contribute all the PID companies shares and will see itself issued by ASK in remuneration¹:

• 45,706,119 new ordinary shares of ASK;


• 10,000,000 bonds convertible into ordinary shares of ASK with a nominal value of € 1 each, therefore an obligation issue of €10m;


• 10,000,000 non-convertible bonds of the Company with a nominal value of € 1 each, therefore an obligation issue of €10m;


• Cash payment of € 106.4.

The above will result in the Paragon Group, holding 77.5% of the shares and the voting rights of ASK, on a fully diluted basis. The table below details the shareholding structure of ASK after the completion of the operation:

 
Shares
% Shares
Votign rights
% Voting rights


Grenadier Holdings (Paragon Group Ltd.)²
45,706,119
78.42%
45,706,119
75.01%


LBO France Gestion
2,323,950
3.99%
3,735,061
6.13%


Equimax Investissements
1,157,420
1.99%
2,170,495
3.56%


Bluesky Capital
149,309
0.26%
277,142
0.45%


Philippe Geyres
30,000
0.05%
60,000
0.10%


Employees
440
-
880
-


Other registered shareholders
68,996
0.12%
136,669
0.22%


Floting
8,845 590
15.18%
8,845,590
14.52%


Total
58,281,824
100.00%
60,931,956
100.00%

Creation of a European champion of identification solutions, with strong development ambitions

The proposed combination of the two companies will result in the creation of a leader in the identification and traceability market, with stronger industrial capacities in Europe, China and the USA.

The two entities are already well recognised as the market leaders in the mass transit & access control sectors. The merging of teams of renowned experts, with approximately 600 employees worldwide, will allow the group to further develop a very comprehensive offer, based on all secure exchange technologies, embedded in all types of media (passport, identity documents, smart tickets & labels, smart cards, smartphones).

The new combined group has a turnover of €110m (on a pro forma basis for the twelve months Ending 30 June 2016) with around €80 million in sales in Europe, €20 million in the United States and €10 million in the rest of the world. 

This operation opens new prospects for both groups that have ambitions for development, both through organic and external growth, in new geographic areas or in the retail and banking sectors.

Agenda

Publication
Date


General Meeting of shareholders
April 27, 2017

Source: Actusnews