Corporate

Believe launches its initial public offering on the regulated market of Euronext Paris and announces its indicative price range

Bell-Ceremony-Believe
https://www.believe.com/edito-press-release/believe-launches-its-initial-public-offering-regulated-market-euronext-paris

• Believe (the “Company”) is a rapidly growing company that is one of the world’s leading digital music groups, helping independent artists and labels build their audiences and careers at all stages of their development.

• The announced offering is intended to enable the Company to support its growth strategy and increase its financial flexibility.

• Indicative price range of the French Public Offering and of the International Offering: between 19.50 euros and 22.50 euros per share.

• Initial size of the offering: issuance of new ordinary shares (the “New Shares”) in an amount of approximately €300 million (corresponding to a maximum of 15,384,616 new shares, based on the low end of the indicative price range).

• Over-allotment option for the issuance of new ordinary shares, representing a maximum of 10% of the number of New Shares, corresponding to a maximum of 1,538,461 additional new shares (the “Additional New Shares”), based on the low end of the indicative price range.

• Subscription commitment: the Fonds Stratégique de Participations (“FSP”) has committed to the Company to place an order for shares in an amount of €60 million as part of the International Offering.

• Subscription period: the Offering starts on June 1st , 2021. The French Public Offering is expected to close on June 8th, 2021 at 5:00 p.m. (Paris time) for orders placed at branches of financial institutions and at 8:00 p.m. (Paris time) for orders placed online. The International Offering is expected to close on June 9th , 2021 at 12:00 p.m. (Paris time).

• The pricing of the Offering is expected to take place on June 9th , 2021. • Trading of the shares on the regulated market of Euronext Paris is expected to start on June 10th , 2021 on a when-issued basis on the trading line “Believe Promesses”.

Paris, June 1st 2021 – Believe (ticker symbol: BLV), one of the world’s leading digital music companies, announces today the launch of its Initial Public Offering (IPO) in view of the admission of its shares to trading on the regulated market of Euronext Paris (Compartment A).

Denis Ladegaillerie, Founder and CEO of Believe, said: "Our ambition is to become the global leader in developing independent artists and labels in the digital world. In the first quarter of 2021, Believe attracted the largest number of independent artists and labels since its creation. Over the past few weeks, we have met with a number of investors who have understood why Believe is ideally positioned to benefit from the digitalisation of the music market and the rise of independent artists and labels. This is notably the case of the Fonds Stratégique de Participations (FSP), which will invest 60 million euros to participate in this IPO. This transaction aims to build a solid and balanced shareholder base alongside TCV, our historical long-term shareholder specialising in technology companies, at a time when Believe is accelerating its development driven by its profitable growth trajectory. It will allow us to finance our growth, in particular through targeted acquisitions. Developing an innovative technological platform, having the best digital expertise on the market, with local teams close to artists and independent labels Not for distribution, directly or indirectly, in the United States, Canada, Australia or Japan to build relationships of trust with them based on respect, transparency and fairness: these are the fundamental elements serving our ambition. Participating in this IPO, the first one of a Next 401 company, is also an investment in the success of tomorrow's artists and independent labels.”

On May 31st, 2021, the French Autorité des Marchés Financiers (the “AMF”) granted its approval underthe number 21-191 on the prospectus relating to Believe’s initial public offering, consisting of a registration document approved on May 7 th, 2021 under the number I.21-018, a supplement to the registration document approved on May 31st, 2021 under the number 21-191, a securities note and a summary of the prospectus (included in the securities note).

Structure of the Offering

It is expected that the offering of the shares will be carried out as part of a global offering (the “Offering”), including:

  • An offering to the public in France in the form of an open price offer, mainly intended for individuals (the “French Public Offering”)
  • A global placement (the “International Offering”), intended primarily for institutional investors, comprising:

       - A placement in France; and

       - an international private placement in selected countries, including the United States of America pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside the United States of America pursuant to Regulation S under the Securities Act.

An over-allotment option for the issuance of new ordinary shares is in place. It could represent a maximum of 10% of the number of New Shares, corresponding to a maximum of 1,538,461 additional new shares (the “Additional New Shares”), should it be exercised in full and on the basis of an offering price equal to the low end of the indicative price range.

Should there be sufficient demand in the French Public Offering, the number of shares allocated to subscriptions in the French Public Offering will be at least equal to 10% of the total number of shares offered in the Offering (before potential exercise of the over-allotment option).

Indicative price range

The Offering price may be within an indicative price range of between 19.50 euros and 22.50 euros per share.

The price of the Offering may be set outside this range and the range may be modified at any time, until and including the pricing date of the Offering.

Should the top end of the indicative price range be increased or should the price of the Offer be set above this top end (including as increased), the closing of the French Public Offering will be postponed or a new French Public Offering period will open, as applicable, so that at least two days pass between the date of the press release announcing this modification and the new closing date of the French Public Offering. The orders placed as part of the French Public Offering before the aforementioned press release will be maintained, unless they are expressly revoked at the latest before the new closing date of the French Public Offering.

The price of the Offering may be freely set below the low end of the indicative price range (absent a significant impact on the other parameters of the Offering).

Indicative timetable of the Offering

The French Public Offering opens on June 1st, 2021 and is expected to close on June 8th, 5:00 p.m. (Paris time) for orders placed at branches of financial institutions and 8:00 p.m. (Paris time) for online orders. The International Offering opens on June 1st, 2021 and is expected to close on June 9th, 2021 at 12:00 p.m.(Paris time).

The pricing of the Offering is expected to take place on June 9 th, 2021.

The trading of Believe shares on a when-issued shares basis on the trading line “Believe Promesses” is expected to start on June 10th, 2021 on the regulated market of Euronext Paris.

Settlement and delivery of shares issued in the French Public Offering and the Global Placement is expected to occur on June 11th, 2021.

Rationale for the Offering

The Offering mainly aims to support the Group’s development and growth strategy focused on (i) the continuation of the Group's international expansion, (ii) the continuation of a targeted external growth strategy and (iii) the improvement and extension of existing capabilities through investments in its technology platform. The Group intends in particular to allocate the proceeds of the New Shares issuance towards financing the investments until 2023 identified in its 2022-2025 development plan.

In the context of the Offering, the Company also intends to refinance its existing indebtedness. Approximately €90 million of the proceeds of the New Shares issuance will therefore be allocated to the repayment of all amounts due under the Company’s existing Credit Agreement. This repayment will be made together with the implementation of a new revolving credit facility in an amount of €170 million, entered into on 6 May 2021 with a syndicate of international banks, which give the Group additional means of financing its development and growth strategy.

Subscription commitment

The Fonds Stratégique de Participations (“FSP”) has committed to the Company to place an order for shares, within the indicative price range, in an amount of €60 million as part of the International Offering.

Revocation of subscription orders

The subscription orders placed as part of the French Public Offering can be revoked. The mechanics to revoke orders are determined by each financial intermediary.

An investor wishing to revoke an order should therefore contact its financial intermediary. An order placed as part of the International Offering may be revoked via the financial intermediary with whom the order was placed until June 9th, 2021 at 12:00 p.m. (Paris time), unless the International Offering is closed in advanced or extended.

Financial intermediaries

Citi, J.P. Morgan and Société Générale are acting as Joint Global Coordinators and Joint Bookrunners. BNP Paribas, Goldman Sachs, HSBC and UBS are acting as Joint Bookrunners. Rothschild & Co is acting an independent financial advisor to Believe.

Lock-up agreements

Believe is committing to a lock-up of 180 calendar days following the settlement date of the Offering, subject to certain customary exceptions.

TCV, Ventech and XAnge are committing to a lock-up of 180 calendar days following the settlement date of the Offering, subject to certain customary exceptions.

Denis Ladegaillerie is committing to a lock-up of 365 calendar days following the settlement date of the Offering, subject to certain customary exceptions. In addition, Mr Ladegaillerie will commit to a 3-year lock-up pursuant to the shareholders’ agreement to be entered into with TCV, Ventech and XAnge in the context of the IPO, subject to certain exceptions and conditions.

GP Bullhound is committing to a lock-up of 180 calendar days following the settlement date ofthe Offering, subject to certain customary exceptions.

The Fonds Stratégique de Participations (FSP) is committing to a lock-up of 180 calendar days following the settlement date of the Offering, subject to certain customary exceptions.

Holders of warrants for shares (“BSA”) and warrants for subscription to business creator shares (“BSPCE”) within the Group (including certain managers and executives of the Group) are committing to a lock-up of 90 calendar days following the settlement date of the Offering for the new ordinary shares that would be allocated to them should their BSA and BSPCE be exercised. This period will be 365 calendar days (i) for all managers and executives of the Group, for all new ordinary shares that would be allocated to them as part of the exercise of the BSA and BSPCE they hold in respect of the 2018 and 2019 plans and (ii) for all holders of BSA and BSPCE within the Group in respect of the 2018 and 2019 plans, for the BSA and BSPCE that would not yet be exercisable as of the settlement date of the Offering.

(1)The Next 40 is a selection of 40 French companies with very high potential and the ambition to quickly become world-class technology leaders.


 

Publicly available information

Copies of the French prospectus that has been approved by the AMF on May 31st, 2021 under the number 21-191, consisting of a registration document (document d’enregistrement) approved on May 7th, 2021 under the number I.21-018, a securities note and a summary of the French prospectus (included in the securities note), are available free of charge upon request to the company at Believe, 24 rue Toulouse Lautrec, 75017 Paris, France, as well as on the website of the AMF (www.amf-france.org) and on the company’s website dedicated to its IPO process (www.ipo.believe.com). The Group draws attention to the risk factors contained in Chapter 3 of the registration document and in Section 2 of the securities note. The occurrence of one or more of these risks may have a material adverse effect on the business, reputation, financial condition, results of operations or prospects of the Group, as well as on the market price of Believe’s shares.

About Believe – Believe is one of the world’s leading digital music company. Believe’s mission is to develop independent artists and labels in the digital world. We accomplish our mission by providing them the solutions they need to grow their audience at each stage of their career and development. Believe’s passionate team of digital music experts around the world leverages the Group’s global technology platform to advise artists and labels, distribute and promote their music. Our 1,270 employees in more than 50 countries aim to support independent artists and labels with a unique digital expertise, respect, fairness and transparency. Believe offers its various solutions through a portfolio of brands including TuneCore, Believe, Nuclear Blast, Naïve, Groove Attack and AllPoints.