“ Powerful underlying trends such as digitisation, the modernisation of ageing infrastructures, and rising environmental awareness, invite us to put ever more intelligence into our equipment choices. Thanks to our three business activities with strong synergies, we are ideally positioned to take advantage of the opportunities offered by the “Smart World”.”

Vincent Bedouin,
Chairman and CEO

A WORD FROM THE CEO

Ladies and Gentlemen, Dear Shareholders,

With the health crisis and its consequences, the year 2020 was a real challenge for all private or public organisations. Faced with its brutality, LACROIX and its teams were able to rise to the challenge. This resilience is due in particular to the success of our previous transformation plan Ambition 2020, initiated in 2016, which now positions us at the forefront of connected technologies.

With recovery in sight, on April 7, we presented to you our new strategic plan, Leadership 2025, which will take us even further and enable LACROIX to take on a new dimension by 2025.

In this unprecedented context, which is so rich in opportunities, we think this is the ideal time to write a new page in our history, and to allow you to be fully involved in the success of this new plan. As such, we are now launching a capital increase of €48 million with preferential subscription rights maintained, which will give us the means to take full advantage of market growth opportunities.

Indeed, powerful underlying trends (digitisation, modernisation of ageing infrastructures, rising environmental awareness) invite us to put ever more intelligence into our equipment choices and promote our growth in diversified fields such as the automotive sector (autonomous driving, etc.), industry (remote monitoring, etc.), or Smart City and smart infrastructure networks. Thanks to our three business activities with strong synergies, we are ideally positioned to take advantage of the opportunities offered by the “Smart World”.

Our Leadership 2025 draws its strength from 5 major strategic pillars: the development of our technological leadership, mainly by reinforcing our R&D capabilities and by relying on strong tech partnerships, the acceleration of our industrial efficiency leadership by introducing more artificial intelligence and robotization at the core of our industrial base, the extension of our international reach, the completion of targeted acquisitions in particular, and finally, the initiation of the transition from an equipment manufacturer role to that of a supplier of end-to-end solutions with high added value.

With this new plan, our vision is clear and our financial objectives are ambitious: to become a global leader in industrial IoT solutions and electronic equipment for critical applications, and to reach €800 million in revenue and around 9% in recurring EBITDA margin. We mean to reach these goals while respecting our guiding principles, those of a mid-cap family business striving to preserve the balance of its fundamentals, with strong values, limited debt, and a sound dividend distribution policy.

For the 2021 financial year, we are already perfectly in line with this business plan with first quarter revenue up 14.5% compared with the same period in 2020.

We invite you to take part in this new era of profitable growth by participating in the capital increase, alongside the company’s long-term family shareholders. Open to all, this offer allows you to acquire securities at a discount of 15,0% (compared to the volume-weighted average closing price of the last 3 trading days). If you’re already a shareholder, you will be awarded one subscription preferential right per share held, allowing you to subscribe new shares at the price of €41.65 per share, at the rate of 7 new shares for 23 subscription preferential rights.

Convinced that this value-creating operation will win your support, I would like to thank you once again, Ladies and Gentlemen, Dear Shareholders, for placing your trust in a Group that is preparing to take up its position as leader in connected technologies for the long term.

Vincent Bedouin,
Chairman and CEO

GROUP PROFILE

About LACROIX

Convinced that technology should contribute to making our living environments simple, more sustainable and safer, LACROIX supports its customers in the construction and management of intelligent living ecosystems, thanks to connected equipment and technologies.

As a publicly-listed family-owned mid-cap, LACROIX combines the essential agility required to innovate in an ever-changing technological sector with the ability to industrialise robust and secure equipment, cutting-edge know-how in industrial IoT solutions and electronic equipment for critical applications and the long-term vision to invest and build for the future.

LACROIX Group designs and manufactures its customers’ electronic equipment, in particular in the industrial, automotive, home automation, aeronautical,and health sectors. LACROIX also provides safe, connected equipment for the management of critical infrastructures such as smart roads (street lighting, traffic signs, traffic management, V2X) and the management and operation of water and energy systems.

Drawing on its extensive experience and expertise, the Group works with its customers and partners to build the connection between the world of today and the world of tomorrow. It helps them to create the industry of the future and to make the most of the opportunities for innovation that surround them, supplying them with the equipment for a smarter world.

Our key figures

illu_augm_capital_UK_Plan de travail 1
of revenues in 2020* *12 months combined, from January 1, 2020 to December 31, 2020
Sans titre – 1-02
of business done internationally
illu_augm_capital_UK-03
employees
Sans titre – 1-04
countries and present on all continents

A new strategic plan and a capital increase:

Built on the success of the previous Ambition 2020 plan, the new Leadership 2025 strategic plan is a profitable growth strategy based on 5 main pillars:

  • Develop our technological leadership 
    • R&D spend x2 to reach 5% of total revenue by 2025
    • +60% R&D engineers
    • >50% Revenue from new products (Products with LACROIX design)
  • Accelerate our Industry4.0 leadership
    • Industry 4.0: increasing use of artificial intelligence and robotisation
    • Commissioning of our new future Symbiose plant (end 2021)
  • Leverage strategic geographical positions
    • Through organic and external growth
    • 70% revenue out of France by 2025 (vs 60% in 2020)
    • Strategic focus on key markets: Germany and US
  • Boost all 3 activities through significative M&A
    • Reinforcing international presence of existing business
    • Focus on our niche segments or complementary markets
    • Adding value-added technological bricks or solutions
  • Prepare the move from equipment to end-to-end solution provider
    • Start to generate recurring revenues through additional or new services

 

To change dimension by 2025:

         

* 12 months combined
(1) Recurring EBITDA is an Alternative Performance Indicator (API) used by the Group and defined as Current Operating Income (COI) increased by depreciation for amortisations of tangible and intangible assets, as well as those relating to rights of use (and, where applicable, also those recognised as part of a business combination), and the IFRS 2 «share-based payment” expense.

Learn more about the Leadership 2025 plan:

THE LACROIX GROUP IN THE PRESS

May 10th, 2021 – Le Figaro Bourse
Les valeurs à suivre demain à la Bourse de Paris Mardi 11 mai 2021
+0,2 %”, précise le groupe. LACROIX Au premier trimestre 2021, Lacroix Groupe a enregistré une croissance de 12,5% à 127,6 millions d’euros (…)

April 23th, 2021 – Bourse Direct
Entretien avec Vincent Bedouin, PDG de Lacroix
Leadership 2025.V.B. Boursier.com : Quels sont les grands axes stratégiques du nouveau plan à horizon 2025 ? V.B. Le plan Leadership 2025 (…)

April 15th, 2021 – Boursorama
LACROIX Group : on y croit

April 10th, 2021 – Les Echos
L’Internet des objets pour doubler de taille en cinq ans
L’analyse (Investir)Le plan stratégique 2025 que présentaient Vincent et Nicolas Bedouin, les fils du dirigeant historique, qui ont (…)

April 9th, 2021 – Societe.com
Lacroix veut sortir de son simple rôle d’équipementier de l’électronique
“La croissance externe », indique Vincent Bedouin, Pdg du groupe d’électronique Lacroix, basé dans la région nantaise, qui vient de présenter (…)

April 7th, 2021 – L’Usine Nouvelle
[Made in France] Comment le spécialiste de l’électronique Lacroix entend doubler son chiffre d’affaires d’ici à cinq ans
Lacroix, un groupe d’électronique d’environ 4 000 personnes, dont 1 250 en France, se donne un nouveau plan stratégique à cinq ans (…)

REASONS TO SUBSCRIBE

1 – A mid-cap family business, positioned for growth, mindful of preserving its fundamentals

A solid and stable shareholder base and committed employees:

  • Bedouin family – 70% of capital (61%(⁴) post Offer)
  • Employee participation rate of 37% in the first employee shareholding plan (66% in France)

Solid fundamentals:

  • Robust solutions
  • Critical size
  • Technological expertise
  • Leading customer and partner base

Financial balances respected:

  • Debt held below 54% since 2015 (0.29 in 2020)
  • €11 million in dividends paid since 2015

 

2 – An international industrial footprint

  • 10 countries, 10 R&D centres, and 10 manufacturing sites
  • 60% of revenue generated internationally
  • Factory of the future «Symbiose» delivered in 2021
(4) based on subscription commitments

Our locations

For several years, LACROIX Group has affirmed its willingness to develop a multi-continental presence. The Group is today present in 11 countries on 4 continents.

Discover our locations
Carte des implantations

3 – A history of growth

(2) Since 2019, CVAE has been reclassified as corporate tax and no longer has an impact on current operating income.
(3) As a reminder, following the change in the closing date, the financial year ran for an exceptional period of 15 months, from 1 October 2019 to 31 December 2020.


4 – Markets driven by “Smart World” opportunities

  • Automotive sector: autonomous driving, electrification
  • Home automation: connected homes
  • Defence: Cyber defence
  • Industry: remote real-time monitoring, predictive maintenance
  • Smart City: automated traffic and street lighting management, connected roads
  • Smart infrastructure networks: water, heating, and electricity

 

5 – A track record of successful acquisitions with a strong technological component

Electronics

  • Firstronic ( , 2017, minority stake)
  • eSoftThings ( , 2020)

City

  • Sogexi ( , 2015)
  • DSTA ( , 2015)
  • Neavia ( , 2016)
  • Smartnodes ( , 2019)

Environment

  • SAE-IT Systems ( , 2019)

 

6 – Ambitious targets for 2025

  • €800 million in revenue (compared with €441 million in 2020, 12 months combined)
  • A recurring EBITDA margin(1) of approx. 9% (compared with 5.9% in 2020, proforma par 12 months combined)
  • 70% of revenue generated internationally (compared with 60% today)
  • >5% of revenue invested in R&D
  • Debt under control <0.8
  • 30% of profits returned to shareholders
(1) Recurring EBITDA is an Alternative Performance Indicator (API) used by the Group and defined as Current Operating Income (COI) increased by depreciation for amortisations of tangible and intangible assets, as well as those relating to rights of use (and, where applicable, also those recognised as part of a business combination), and the IFRS 2 «share-based payment” expense.

€ 34M in subscription commitments,
of which €15m by the Bedouin Family.

OFFER TIMELINE

1 July 2021

 

Board of Directors deciding the terms of the Offer.

 


2 July 2021

 

Approval of the Prospectus by the AMF.

 


5 July 2021

 

Publication of a press release describing the main characteristics of the transaction and the procedures by which the Prospectus will be available (before market opening).
Publication by Euronext of the notice of issue.


6 July 2021

 

Accounting day at the end of which the holders of existing shares recorded in their securities accounts will be granted preferential subscription rights.


7 July 2021

 

Detachment and start of trading of preferential subscription rights on Euronext Paris.

 


9 July 2021

 

Opening of the subscription period.

 


19 July 2021

 

End of listing of preferential subscription rights on Euronext Paris.

 


21 July 2021

 

End of subscription period.

 


26 July 2021

 

Date on which the Extension Clause may be exercised by the Company, if any
Publication of a press release by the Company announcing the result of the subscriptions.
Publication by Euronext of the notice of admission of the Offering Shares indicating the final amount of the capital increase and indicating the allocation scale for subscriptions subject to reduction.


28 July 2021

 

Issue of Offering Shares – Settlement-delivery.

 


29 July 2021

 

Admission of Offering Shares for trading on Euronext Paris.

 

 

 

DOCUMENTATION

More information on our Group and its capital increase project below:

Press release

Discover our press release of July 5th, 2021.

Annual report 2020

Discover our challenges, ambition, mission and commitments.

Investor presentation

Find all the information concerning the group's results and perspectives.

Prospectus

Discover the prospectus approved by the AMF (only French version).

QUESTIONS & ANSWERS

  • What is a capital increase with Preferential Subscription Rights (PSR)?

    2021_LACROIX_nautilus_blue
    :

    It is a capital increase that enables a company to increase its equity by involving its existing shareholders. The shareholders have the option, if they so wish, of maintaining the same proportion of shares in the company’s capital.

    Existing shareholders are preferentially given the option to subscribe to the new shares issued, in proportion to the number of shares they hold in the company.

    At the start of the subscription period, a PSR is detached from each existing share held by a shareholder. After this detachment, the share price is automatically reduced by the value of the PSR.

  • What is a Preferential Subscription Right (PSR)?

    2021_LACROIX_nautilus_blue
    :

    A Preferential Subscription Right (PSR) is a listed security that can be transferred during the subscription period. To benefit from a PSR, you must hold shares before the PSR detachment date.

    The PSR allows the shareholder to neutralise the impact of the discount, either by participating in the capital increase (subscription to new shares with the discount by exercising the PSRs), or by selling the PSRs on the market. In this case, the shareholder is able to financially offset the dilution of their stake.

    At the end of the subscription period, all non-exercised PSRs expire and lose all of their value.

  • How do I subscribe to the capital increase?

    2021_LACROIX_nautilus_blue
    :

    To subscribe to the Capital Increase, you must contact your financial intermediary before 21 July 2021.

    If you are already a shareholder:

    You have Preferential Subscription Rights attached to your LACROIX shares, which allow you to subscribe as a priority, on an irreducible basis, for the New Shares by applying the ratio 7 New Shares for 23 Preferential Subscription Right(s) (1 share held giving the right to 1 Preferential Subscription Right).

    • If you have an exact and sufficient number of Existing Shares to be able to subscribe via your Preferential Subscription Rights to a whole number of New Shares (for example, if you have 23 LACROIX shares, you will be able to subscribe by priority to 7 New Shares),
    • If you do not have a sufficient number of Existing Shares to obtain a whole number of New Shares, you may therefore buy or sell the number of Preferential Subscription Rights to reach the ratio leading to a whole number of New Shares (7 New Shares for 23 Preferential Subscription Rights).

    You may also subscribe for the number of New Shares that you wish, in addition to the number of New Shares resulting from the exercise of your Preferential Subscription Rights. Any New Shares that are not absorbed by subscriptions on an irreducible basis shall be distributed and allocated to subscribers on a reducible basis.

    Reducible subscription orders will be served within the limit of their requests and in proportion to the number of Preferential Subscription Rights exercised in support of their irreducible subscription, without this resulting in the allocation of a fraction of the New Shares. A reduction scale will be applied and communicated when the results of the Capital Increase are announced by Euronext Paris.

    If you are not yet a shareholder:

    You can subscribe by acquiring Preferential Subscription Rights on the stock market from 7 July 2021 until 19 July 2021, through the financial institution in charge of your securities account, and:

    • By irreducible subscription, at the latest on 21 July 2021, by exercising your Preferential Subscription Rights through the financial institution in charge of your securities account;
    • And, where applicable, by reducible subscription to New Shares by placing an order through the financial institution in charge of your securities account, no later than 21 July 2021.

    You can only subscribe on a reducible basis if you have already subscribed on an irreducible basis. The ISIN code for these Preferential Subscription Rights is FR0014004CE4.

  • As I already am a shareholder, how will I be informed of the transaction?

    2021_LACROIX_nautilus_blue
    :

    If you are a registered shareholder on 6 July 2021, you will receive a securities transaction notice either from your financial intermediary if your shares are registered in administered or bearer form, or from CIC Market Solutions if your shares are directly registered with the company. In all cases, you are advised to contact the financial intermediary that is responsible for your account.

  • What happens if I am already a shareholder, but I do not wish to subscribe to the transaction?

    2021_LACROIX_nautilus_blue
    :

    If you decide not to participate in the capital increase transaction, your stake in LACROIX’s capital will be reduced and your shares will therefore be diluted. The current transaction involves the creation of new shares and will therefore have a dilution effect.

    This is one of the reasons why LACROIX wanted to give priority to its existing shareholders by opting for a capital increase with Preferential Subscription Rights. The PSR allows the shareholder to neutralise the impact of the discount, either by participating in the capital increase (subscription to new shares with the discount by exercising the PSRs), or by selling the PSRs on the market. In this case, the shareholder is able to financially offset the dilution of their stake.

    If you do not exercise your PSRs, they will lose all value upon closure of the Offering.

  • What happens if I do not exercise my PSRs?

    2021_LACROIX_nautilus_blue
    :

    If you are a shareholder and do not wish to subscribe to the capital increase, you can sell your PSRs on the market. Please note that if you do not sell your PSRs, they will not have been exercised if you have not requested as such, and, therefore, they will lose all value upon closure of the Offering.

  • Will I have to pay any fees?

    2021_LACROIX_nautilus_blue
    :

    Most financial intermediaries do not charge fees for share subscription. However, brokerage fees are applied in the event of the sale or purchase of PSRs. If your shares are directly registered with the company, you will not incur any charges for exercising your PSRs. In all cases, please contact your financial intermediary for information.

  • What is the subscription price?

    2021_LACROIX_nautilus_blue
    :

    The subscription price for the New Shares has been set at €41.65 per share.

  • When will the New Shares be listed?

    2021_LACROIX_nautilus_blue
    :

    The New Shares issued as a result of the capital increase will be listed on the Euronext Paris market as of 29 July 2021.

  • What if I do not hold enough PSRs to obtain the multiple of 7 New Shares for 23 PSRs?

    2021_LACROIX_nautilus_blue
    :

    If you do not hold a sufficient number of PSRs to obtain the number of 7 New Shares for 23 PSRs, you can buy the number of PSRs required to make up the number of new shares you wish to hold via the stock market.

    If you hold more rights than needed to obtain this parity, you can exercise your rights up to the multiple held and sell the surplus PSRs on the market.

    Therefore, you have three options. You can:

    • buy additional PSRs on the market to reach a multiple of 23
    • sell the PSRs that you do not exercise
    • do nothing, however, in this case, you will lose your PSRs upon closure of the Offering.
  • I have a Company Shares Savings Plan (PEA), how can I subscribe?

    2021_LACROIX_nautilus_blue
    :

    In principle, Preferential Subscription Rights (PSRs) have not been eligible for PEAs since 1 January 2014.

    Nevertheless, PSRs can be recorded and then, either exercised or sold in a PEA, if they are cumulatively:

    • issued as part of a capital increase carried out on or after 1 January 2014,
    • allocated to the taxpayer on the basis of the securities held in the PEA, and
    • admitted to trading on a regulated market or a multilateral trading facility.

    The PSRs enable you to obtain LACROIX shares that are eligible for the PEA. They are directly detached and can be exercised in the PEA.

    You can subscribe to LACROIX’s New Shares as part of the transaction using only the liquidity held in your PEA cash account. You will also have the option to sell the fractional PSRs held in your PEA during the subscription period, however, fractional PSRs cannot be exercised in the PEA.

  • What is the purpose of this capital increase?

    2021_LACROIX_nautilus_blue
    :

    The estimated net proceeds from the Offer amount to approximately 46.3 million euros (which may increase to approximately 53.2 million euros if the Extension Clause is exercised in full. It will contribute globally to the financing of the Company’s development and the axes of the “Leadership 2025” strategic plan. Over the duration of the plan, the breakdown of needs per axis is as follows:

    1. Approximately 37% towards extending international reach and M&A, with the ambition of conducting more than 70% of total business outside France within 5 years. LACROIX particularly intends to carry out targeted acquisitions allowing to strengthen existing activities abroad, and also take position on complementary market segments, or expand the “smart” offer by integrating new high value-added technological building blocks.
    2. Approximately 35% towards the reinforcement of the Group’s technological leadership with the development of technological platforms around key expertise such as cybersecurity or edge computing. In that respect, the set objective is to double R&D expenditure to more than 5% of total revenue. This reinforcement of resources towards innovation should allow, for the revenue from LACROIX design, to drive the share of new products (less than 5 years) to 50%.
    3. Approximately 27% towards developing leadership in industrial efficiency, particularly relying on opportunities offered by “Industry 4.0”, with an increased role of artificial intelligence and robotisation, the digitisation of flows, and the application of Lean production methods. As with its new future French electronics factory “Symbiose”, to be completed at the end of 2021, these methods will apply to 100% of the Group’s industrial sites by 2025.
    4. Finally, to a lesser extent, approximately 1% for the start of the transition from equipment manufacturer to that of a supplier of high value-added end-to-end solutions for the Smart World, with the deployment of new services generating recurring revenue and margin appreciation.

    The first axis 1) presented above will require, in particular, the use of the net proceeds from the Offer, given that the other needs could be mostly self-financed. Consequently, if the Offer is 75% completed, the budget allocated to M&A in this first axis 1) would be reduced. Without affecting the determination increase the international reach, this decrease would impact the size of the targets sought.

  • Will the subscribed New Shares entitle shareholders to a dividend payment?

    2021_LACROIX_nautilus_blue
    :

    The new shares will entitle shareholders to existing dividend rights and thus, as of issuance, to all distributions decided upon by the Company from that date forward.

  • Will the main shareholders or new investors be subscribing to the transaction?

    2021_LACROIX_nautilus_blue
    :

    The group made up of shareholders who are members of the Bedouin family (the “Bedouin Family”), a reference shareholder holding 70.39% of the Company’s capital before the Offer, has undertaken under customary conditions, to subscribe on an irreducible basis by exercising part of its preferential subscription rights, to new shares of the Company, in the amount of €15 million, through Vinila Investissements, which itself holds 57.59% of the Company’s capital prior to the Offer (representing approximately 31% of the total amount of the Offer). This subscription commitment by Vinila Investissements may be completed by a complementary subscription on a reducible basis for a maximum amount of €2 million, to the extent it is necessary for subscriptions to reach 75% of the amount of the Offer.

    Furthermore, ten investors, some of which are shareholders of the Company, have irrevocably undertaken to subscribe to the Offer for an amount of €19 million (representing 40% of the total amount of the Offer), of which €17.1 million on an irreducible basis, mainly by exercising preferential subscription rights previously purchased from the Bedouin Family at the lump-sum price of 1 euro per block of preferential subscription rights, and €1.9 million on a reducible basis.

    Thus, the total of subscription commitments amounts to 34 million euros (representing 71% of the total amount of the Capital Increase with PSR), to which may be added the complementary subscription from Vinila Investissements for a maximum amount of €2 million, representing 75% of the total amount of the Capital Increase with PSR.

    At the date of the present Prospectus, the Company is not aware of any intention of other shareholders or members of its administrative or management bodies to participate in the Offer.

  • When will the result of the subscription be announced?

    2021_LACROIX_nautilus_blue
    :

    The result of the Offering will be announced in a press release after close of trading on 26 July 2021.

contact-us

 

Contact us for more information,

+33 (0)1 56 88 11 14,
Monday to Friday, 9 a.m. to 7 p.m.

or by email,
info@lacroix-group.com

 

Terms of subscription