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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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SCHEDULE 13D |
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(Rule 13d-101) |
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Sequans Communications S.A.
(Name of Issuer)
Ordinary shares, nominal value 0.02
(Title and Class of Securities)
817323108 (American Depositary Shares, each representing one ordinary share)
(CUSIP Number)
Sophie Paquin
Bpifrance Participations
27-31, avenue du Générale Leclerc
94710 Maisons-Alfort Cedex
France
+33 1 5389 5503
With copy to:
Diana Billik
Allen & Overy LLP
52 Avenue Hoche
CS 90005
75379 Paris
France
+33 1 4006 5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
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Name of Reporting Person Caisse des Dépôts et Consignations | |||
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Check the Appropriate Box if a Member of a Group | |||
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(b) |
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SEC Use Only | |||
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Source of Funds | |||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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Citizenship or Place of Organization | |||
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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Shared Dispositive Power | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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Percent of Class Represented by Amount in Row (11) | |||
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Type of Reporting Person | |||
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Name of Reporting Person Bpifrance Participations | |||
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Check the Appropriate Box if a Member of a Group | |||
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(a) |
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SEC Use Only | |||
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Source of Funds | |||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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Shared Dispositive Power | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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Percent of Class Represented by Amount in Row (11) | |||
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Type of Reporting Person | |||
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Name of Reporting Person Bpifrance S.A.(formerly known as BPI-Groupe (bpifrance)) | |||
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Check the Appropriate Box if a Member of a Group | |||
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(a) |
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SEC Use Only | |||
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Source of Funds | |||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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Shared Dispositive Power | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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Percent of Class Represented by Amount in Row (11) | |||
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Type of Reporting Person | |||
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Name of Reporting Person EPIC Bpifrance (formerly known as EPIC BPI-Groupe) | |||
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Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
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SEC Use Only | |||
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Source of Funds | |||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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Shared Dispositive Power | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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Percent of Class Represented by Amount in Row (11) | |||
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This Amendment No. 2 relates to the ordinary shares, nominal value 0.02 per share, (Ordinary Shares) of Sequans Communications S.A., a société anonyme incorporated in France (the Issuer) and amends the Schedule 13D filed on November 21, 2013, as amended by Amendment No. 1 filed on December 24, 2015 (as amended, the Schedule 13D). Unless otherwise indicated, all capitalized terms used but not defined herein have the meaning ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
This Statement on Schedule 13D is filed jointly by (i) the Caisse des Dépôts et Consignations, a French special public entity (établissement special) (CDC), (ii) Bpifrance Participations, a société anonyme incorporated under the laws of the Republic of France (Bpifrance Participations), (iii) Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France (Bpifrance) and (iv) EPIC Bpifrance, a French public institution of industrial and commercial nature (EPIC) . CDC, Bpifrance Participations, Bpifrance and EPIC are referred to herein collectively as the Reporting Persons. The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Bpifrance and EPIC is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.
Bpifrance Participations is a French public investment fund specializing in the business of equity financing via direct investments or fund of funds. Bpifrance Participations is the wholly-owned subsidiary of Bpifrance S.A, a French financial institution especially created for this purpose. CDC and EPIC each hold 50% of the share capital of Bpifrance S.A. and jointly control Bpifrance S.A. CDC is principally engaged in the business of long-term investments. EPIC, a French public institution of industrial and commercial nature, is principally engaged in the business of banking finance.
As of the date hereof, pursuant to the transaction that took place on September 20, 2016 described under Item 3, Bpifrance Participations holds directly 8,960,561 Ordinary Shares. As of the date hereof, none of Bpifrance S.A., CDC and EPIC holds any Ordinary Shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of 8,960,561Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations,
CDC and EPIC may be deemed to be the beneficial owner of 8,960,561 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.
Attached as Appendices A, B, C and D to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance S.A., CDC and EPIC, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.
None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C and D to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
On September 20, 2016, Bpifrance Participations purchased 3,030,300 Ordinary Shares from the underwriters for an aggregate purchase price of $4,999,995, at the closing of the capital increase transaction described in the Issuers prospectus supplement filed pursuant to Rule 424(b)(2) with the Securities and Exchange Commission on September 15, 2016. Bpifrance Participations obtained the funds to purchase the Ordinary Shares from working capital.
Item 4. Purpose of Transaction.
Paragraph 2 of Item 4 is hereby amended as follows and other paragraphs remain the same:
In connection with its purchase of the Ordinary Shares on November 26, 2013, Bpifrance Participations and Dr. Georges Karam, chairman of the board of directors of the Issuer, entered into a letter agreement dated November 20, 2013 (the Agreement). Pursuant to the Agreement, Dr. Karam has agreed, subject to certain exceptions, so long as Bpifrance Participations or Bpifrance S.A. owns at least 5% of the outstanding shares or voting rights of the Issuer, (i) to support the designation of a director by Bpifrance Participations to serve on the Issuers board of directors, and (ii) to hold at least (x) 2,485,942 ordinary shares of the Issuer, which represents 80% of his current share ownership (not including stock options), until at least 12 months after the offering and (y) 1,533,714 ordinary shares of the Issuer, which represents 50% of his current share ownership (not including stock options), until December 1, 2016. The description of the Agreement is qualified in its entirety by the terms of the Agreement, which was filed as Exhibit 99.1 to the Schedule 13D filed on November 21, 2013.
In connection with its purchase of the Ordinary Shares on September 20, 2016, Dr. Georges Karam, chairman of the board of directors and chief executitve officer of the Issuer, made certain undertakings to Bpifrance Participations in a letter dated September 14, 2016, (the Undertaking), which supercede and replace relevant parts of the Agreement. Pursuant to the Undertaking, Dr. Karam has agreed to support the designation of Bpifrance Participations as a director to serve on the Issuers board of directors, and, so long as Bpifrance Participations or its affiliates owns at least 5% of the outstanding shares or voting rights of the Issuer, to support the renewal of the mandate of Bpifrance Participations when such mandate will expire. The description of the Undertaking is qualified in its entirety by the terms of the Undertaking, which is filed as Exhibit 99.1 hereto, and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 4 is hereby amended and restated as follows:
Bpifrance Participations directly holds 8,960,561Ordinary Shares, and all such Ordinary Shares are represented by ADRs. Bpifrance S.A. may be deemed to be the beneficial owner of 8,960,561 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owner of 8,960,561Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.
As set out in Item 4 above, in connection with its purchase of the Ordinary Shares, Bpifrance Participations also received certain undertakings relating to its purchase of the Common Shares from Dr. Georges Karam, chairman of the board of directors and chief executive officer of the Issuer.
(a) See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference. The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 74,483,390 outstanding Ordinary Shares of the Issuer, as set out in the Issuers prospectus supplement filed pursuant to Rule 424(b)(2) with the Securities and Exchange Commission on September 15, 2016.
(b) See the information contained on the cover pages of this Statement on Schedule 13D, which is incorporated herein by reference.
(c) There have been no reportable transactions with respect to the Ordinary Shares or ADSs of the Issuer within the last 60 days by the Reporting Persons other than as described in this Statement on Schedule 13D.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
99.1 Letter undertaking dated September 14, 2016 to Bpifrance by Dr. Georges Karam.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 20, 2016
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CAISSE DES DÉPÔTS ET CONSIGNATIONS | |
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By: |
/S/ Alain MINCZELES |
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Name : Alain MINCZELES | |
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Title : Head of Finance Division | |
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BPIFRANCE PARTICIPATIONS | |
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By: |
/S/ Nicolas DUFOURCQ |
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Name: Nicolas DUFOURCQ | |
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Title: Chairman of the Board and Chief Executive Officer | |
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BPIFRANCE | |
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By: |
/S/ Nicolas DUFOURCQ |
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Name: Nicolas DUFOURCQ | |
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Title: Chief Executive Officer | |
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EPIC BPIFRANCE | |
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By: |
/S/ Pierre LEPETIT |
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Name: Pierre LEPETIT | |
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Title: Chairman of the Board and Chief Executive Officer | |
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APPENDIX A
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
BPIFRANCE PARTICIPATIONS
The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations are set forth below. The business address of each director and executive officer is Bpifrance Participations, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
BOARD OF DIRECTORS
Name |
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Present Principal Occupation or Employment |
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NICOLAS DUFOURCQ |
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Director, Chairman , Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance |
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FRANCK SILVENT |
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Director, Director of the Caisse des Dépôts group Finance, Strategy, Subsidiaries and International Department |
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ANTOINE COLAS |
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Director, Special advisor to the Chief Executive Officer of the Caisse des Dépôts |
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CATHERINE MAYENOBE |
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Director, Corporate Secretary of the Caisse des Dépôts |
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PASCAL FAURE |
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Director, General Director of the General Directorate for Competitiveness, Industry and service of the Ministry of Economy and Finance |
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FREDERIC SAINT-GEOURS |
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Director, President of Frances Metallurgy Industries Confederation (UIMM), president of the supervisory board of SNCF |
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MARTINE GEROW |
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Director, Executive Vice-President, Finance and Administration at CWT |
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BERTRAND WALCKENAER |
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Director, Director of Agence des Participations de lEtat (French State Shareholding Agency) |
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ANNE-HELENE CHANTAL ROIGNAN |
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Director, Deputy Corporate Secretary of the French Treasury |
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BARBARA LAVERNOS |
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Director, Executive Vice-President Operations at LOreal |
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EXECUTIVE OFFICERS |
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Name |
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Present Principal Occupation or Employment |
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NICOLAS DUFOURCQ |
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Chief Executive Officer |
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BERTRAND FINET |
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Executive Director |
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PIERRE BENEDETTI |
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Chief Financial Officer |
APPENDIX B
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
BPIFRANCE S.A.
The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance S.A. are set forth below. The business address of each director and executive officer is Bpifrance S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
DIRECTORS
Name |
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Present Principal Occupation or Employment |
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PIERRE-RENE LEMAS |
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Chairman, Chief Executive Officer of the Caisse des Dépôts et Consignations |
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NICOLAS DUFOURCQ |
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Director, Chairman and Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance |
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LOUIS SCHWEITZER |
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Director, Public Investment General Commissioner |
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MAUD BAILLY-TURCHI |
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Director, Senior Financial Controller with the State Financial Audit Department of the Ministry of Economy and Finance |
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MARIE-MARGUERITE DUFAY |
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Director, Chairman of the Regional Council of Franche-Comté |
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MARTIN VIAL |
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Director, Chairman of the Agence des Participations de lEtat (French State Shareholding Agency) |
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FRANCK SILVENT |
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Director, Director of the Caisse des Dépôts group Finance, Strategy, Subsidiaries and International Department |
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ELISABETH HENRY-PEREZ |
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Director representing the employees, |
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ERIC VERKANT |
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Director representing the employees, |
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AMELIE FAURE |
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Director, Entrepreneur, Chairman of the Board of Directors of Augure |
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VIRGINIE CHAPRON DU JEU |
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Director, Group Finance Director of the Caisse des Dépôts et Consignations |
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FLORENCE MAS |
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Director |
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ERIC LOMBARD |
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Director, Managing Director of Generali |
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SANDRINE GAUDIN |
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Director, Head of Bilateral and International Matters at the French Treasury (Ministry of Economy and Finance) |
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HERVE MORIN |
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Director, Chairman of the Regional Council of Normandie |
APPENDIX C
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
CAISSE DES DÉPÔTS ET CONSIGNATIONS
The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts et Consignations are set forth below. The business address of each director and executive officer is Caisse des Dépôts et Consignations, c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.
MANAGEMENT COMMITTEE
Name |
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Present Principal Occupation or Employment |
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PIERRE-RENE LEMAS |
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Chief Executive Officer |
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OLIVIER MAREUSE |
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Savings Fund Director |
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ANDRE LAURENT MICHELSON |
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General Financial Officer, Head of Financial Transaction Processing |
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SOPHIE QUATREHOMME |
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Group Corporate Communications Director |
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ELIZABETH VIOLA |
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Banking Services Director |
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PAUL PENY |
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Group Human Resources Director |
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ANNE-SOPHIE GRAVE |
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Pensions and Solidarity Director |
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GABRIELLE GAUTHEY |
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Regional and Local Development and Network Director |
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VIRGINIE CHAPRON DU JEU |
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Group Finance Director |
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JEAN MARC MORIN |
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Head of Legal and Tax Department |
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FRANCK SILVENT |
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Director of the Caisse des Dépôts Group Finance, Strategy, Subsidiaries and International Department |
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MARC ABADIE |
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Regional and Local Development and Network Director |
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CATHERINE MAYENOBE |
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Groupe Corporate Secretary |
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LAURENT ZYLBERBERG |
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Director of International and European Relationships |
APPENDIX D
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
EPIC Bpifrance
The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC Bpifrance are set forth below. The business address of each director and executive officer is EPIC Bpifrance, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
DIRECTORS
Name |
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Present Principal Occupation or Employment |
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PIERRE LEPETIT |
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Chairman, Chief Executive Officer of EPIC Bpifrance |
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FRANCOIS JAMET |
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Director, Head of department SETTAR at the Research and Innovation Ministry |
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ARNAUD JULLIAN |
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Director, Deputy Director at the General Directorate for Budget of the Ministry of Economy and Finance |
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SEBASTIEN RASPILLER |
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Director, Deputy Director at the Directorate of Financing, Industry and Marke of the Ministry of Economy and Finance |
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BENJAMIN GALLEZOT |
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Director, |
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FRANCOISE LOMBARD |
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Director, Deputy Director at the Agence des Participations de lEtat (French State Shareholding Agency) |
Exhibit 99.1
September 14, 2016
Mrs. Maïlys Ferrere
Bpifrance Participations
27-31, avenue du Général Leclerc
94710 Maison-Alfort Cedex
In the event Sequans Communications (the Company) raises capital through a share issue in which Bpifrance Participations S.A. (Bpifrance) participates (the Transaction), I, Georges Karam, hereby commit as founding shareholder and Chairman and CEO of the Company, to propose and support the appointment or co-optation of Bpifrance, represented by Maïlys Ferrere as its permanent representative, as a director within the board of directors of the Company. More generally, I hereby undertake to make my best efforts, including to use my voting right as Chairman of the board of directors and as shareholder, to ensure that Bpifrance, represented by Maïlys Ferrere, shall be effectively appointed or co-opted as a director of the Company, at the latest during the first ordinary shareholders general meeting of the Company scheduled following completion of the Transaction. I also commit to propose and support the renewal of the mandate of Bpifrance when such mandate will expire, under the condition that Bpifrance or its affiliates continues to hold a minimum of 5% of the share capital and voting rights of the Company at that time. This commitment supersedes and replaces our earlier agreement dated November 20, 2013, paragraph 1, pursuant to which I agreed to support the appointment of Yves Maitre as a director of the Company.
/s/ Georges KARAM |
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Mr. Georges Karam |
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Chief Executive Officer |
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SEQUANS Communications Société Anonyme au capital de 1.184.976,98
RCS Nanterre SIRET 45024967700037
Les Portes de la Défense 15-55 boulevard Charles de Gaulle 92700 Colombes
Tel : +33 (0)1 70 72 16 00 Fax : +33 (0)1 70 72 16 09