| PRESS RELEASE Paris, October 18, 2018 |
Final results of the
sixth window of transferability of the warrants
Parrot (the "Company" or "Parrot") recalls that in the context of its share capital increase of an aggregate amount of €298,779,726, the prospectus of which was approved by the French Financial Markets Authority (Autorité des marchés financiers) under visa number 15-590 on November 19, 2015, the Company issued in particular 17,575,278 Class 1 Warrants and 17,575,278 Class 2 Warrants (the "Share Capital Increase").
The Warrants are non-transferable and therefore non-tradable until December 15, 2020 (inclusive), subject to certain exceptions set out in the prospectus relating to the Share Capital Increase, including a window of transferability established twice a year after the publication by the Company of its press release relating to its annual results or, as the case may be, its half-year results, and during which any holder of Warrants is given the right, subject to certain conditions, to transfer, during a period of 60 calendar days (the "Window of Transferability"), all or part of its Class 1 and/or Class 2 Warrants to employees or executive officers of the Company and/or its current or future subsidiaries designated (prior to the opening of each window) by the Board of Directors (the "Eligible Managers").
During the sixth Window of Transferability, open from August 10, 2018 to October 8, 2018 (inclusive), 150,000 Class 1 Warrants with a unit value of €0.004 were subject to purchase orders[1], and no Class 2 Warrant was subject to purchase orders and, as a result, no Class 2 Warrant was transferred to Eligible Managers. Therefore, total numbers of 205,000 Class 1 Warrants and 5,000 Class 2 Warrants have been transferred to Eligible Managers since the first window of transferability.
Horizon has not transferred any Class 1 Warrants and Class 2 Warrants during the sixth Window of Transferability.
The settlement and delivery in relation to the sixth Window of Transferability will take place on October 18, 2018. Following said settlement and delivery, the holding of the Class 1 and Class 2 Warrants will as follows (on the basis of the available information for the Company):
| Number of Class 1 Warrants | % of Class 1 Warrants | Number of Class 2 Warrants | % of Class 2 Warrants | Total number of Class 1 and Class 2 Warrants | % of the total number of Class 1 and Class 2 Warrants | |
| Horizon(1) | 13,637,943 | 77.60% | 13,637,943 | 77.60% | 27,275,886 | 77.60% |
| Bpifrance(2) | 798,964 | 4.55% | 798,964 | 4.55% | 1,597,928 | 4.55% |
| Managers(3) | 205,000 | 1.17% | 5,000 | 0.03% | 210,000 | 0.60% |
| Public | 2,933,371 | 16.69% | 3,133,371 | 17.83% | 6,066,742 | 17.26% |
| TOTAL | 17,575,278 | 100% | 17,575,278 | 100% | 35,150,556 | 100% |
(1) Horizon, a company controlled by Mr. Henri Seydoux (Chairman and CEO of Parrot), holds approximately 35.1% of the capital of Parrot.
(2) Bpifrance holds approximately 5.1% of the capital of Parrot.
(3) Managers having purchased Class 1 and/or Class 2 Warrants during the consecutive windows of transferability.
The next Window of Transferability should be announced in the course of March 2019 at the latest and shall cover a period of 60 calendar days following this announcement.
Information available to public
The prospectus relating to the Share Capital Increase of the company Parrot, approved by the French Financial Markets Authority (Autorité des marchés financiers) (the "AMF") under visa number 15-590 on November 19, 2015 (the "Prospectus"), consists of (i) Parrot's reference document filed with the AMF on April 30, 2015 under number D.15-0468 (the "2014 Reference Document"), (ii) its update filed with the AMF on November 13, 2015 under number D.15-0468-A01 (the "Update"), (iii) a securities note (the "Securities Note") and, (iv) a summary of the Prospectus (included in the Securities Note).
The company Parrot has also filed its 2017 reference document with the AMF on April 30, 2018 under number D.18-0450 (the "2017 Reference Document").
Copies of the Prospectus and of the 2017 Reference Document are available free of charge at the registered office of Parrot, located at 174-178 quai de Jemmapes - 75010 Paris, on the website of the company Parrot (http://www.parrot.com/usa/aboutparrot/investorrelations/), as well as on the AMF's website (www.amf-france.org).
Before making any investment decision, investors (including any holder of Warrants) are invited to carefully review the risk factors described in Section IV (Risk Factors) of the 2017 Reference Document and Section II (Risk Factors) of the Securities Note. The occurrence of any or all of these risks may have an adverse effect on the business, position or financial results of the Parrot group or on its ability to meet its objectives, as well as on the value or market price of the Company's shares or other securities (including the Warrants). In addition, other risks not yet identified, or not currently considered as material by the Parrot group, could have the same adverse effect.
ABOUT PARROT
Founded in 1994 by Henri Seydoux, Parrot is today the leading European group in the fast-growing industry of drones. Visionary, at the forefront of innovation, Parrot is a real 'End to End' drone group from hardware and software to services.
- Parrot, the world's number 2 of the consumer drone market, designs drones known for their high performance and ease of use.
- Parrot is also offering business solutions, covering drones, software and services mainly focusing on 3 major verticals: (i) Agriculture, (ii) 3D Mapping, Surveying and Inspection and (iii) Public safety.
The Parrot Group designs and engineers its products in Europe, mainly in France and Switzerland. It currently employs 600 people worldwide and makes the majority of its sales outside of France. Parrot, headquartered in Paris, has been listed since 2006 on Euronext Paris (FR0004038263 - PARRO). For more information: www.parrot.com
CONTACTS
| Investors, analysts, financial media Marie Calleux - T. : +33(0) 1 48 03 60 60 parrot@calyptus.net | Tech and consumer media Fabien Laxague - T. : +33(0) 1 48 03 60 60 fabien.laxague@parrot.com |
Important notice
This press release shall not be published, distributed or circulated, directly or indirectly, in or into the United States of America, Australia, Canada or Japan or any other country in which such publication, distribution or circulation would be unlawful.
This press release and the information contained herein do not constitute either an offer to sell or purchase or the solicitation of an offer to sell or purchase Warrants shares of the Company.
European Economic Area
The offer described in the Prospectus was opened to the public in France exclusively.
With respect to Member States of the European Economic Area other than France (the "Member State") which have implemented the Prospectus Directive, no action has been undertaken or will be undertaken to make an offer to the public of Warrants requiring a publication of a prospectus in any Member State.
For the purposes of this paragraph, (i) the expression an "offer to the public of Warrants" in any Member State means the communication to persons, in any form and by any means, of sufficient information on the terms of the offer and Warrants to be offered so as to enable an investor to decide to purchase Warrants, as the same, as the case may be, may have been varied in that Member State, (ii) the expression "Prospectus Directive" means Directive 2003/71/EC of November 4, 2003, to the extent implemented in the Member State (as amended, including by the Amending Prospectus Directive, and includes any relevant implementing measure in each Member State) and (iii) the expression "Amending Prospectus Directive" means Directive 2010/73/EU of the European Parliament and the Counsel of November 24, 2010.
These selling restrictions concerning the Member States apply in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.
United Kingdom
This press release does not contain or constitute an invitation, inducement or solicitation to invest. This press release is directed only at and is for distribution only to persons who (i) are outside the United Kingdom, (ii) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iv) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as "Relevant Persons").
This press release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This press release does not constitute a prospectus approved by the Financial Services Authority or any other regulatory authority in the United Kingdom under Section 85 of the Financial Services and Markets Act 2000.
United States of America
This press release is not an offer of securities for sale or purchase or the solicitation of an offer to purchase or sell securities in the United States of America or any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The company Parrot does not intend to register these securities, in whole or in part, in the United States of America or to conduct a public offering of securities in the United States of America.
[1] Given that the transfer orders of Class 1 Warrants provided for a total number of 594,455 Class 1 Warrants, a proportionate reduction was performed and said orders were allocated pursuant to a ratio of approximately 25.2332%. Please refer to the press release published by the Company on August 9, 2018 for details regarding the rules of the allocation of the orders.
