BIO-UV GROUP This press release may not be published, released or distributed, either directly or indirectly, in the United States of America, Australia, Canada or Japan or in any other jurisdiction in which such actions would be unlawful to do so.
Launch of the sale of 1,395,962 shares in BIO-UV Group initiated by its majority shareholder, Benoît Gillmann
Proposal to change BIO-UV Group's governance structure with the appointment of Laurent-Emmanuel Migeon as Chairman & Chief Executive Officer
Acquisition of a 0.30% stake in BIO-UV Group by Laurent-Emmanuel Migeon as part of the transaction
BIO-UV Group (Euronext Growth® - FR001334549 - ALTUV), a specialist in water treatment and disinfection using UV, ozone, salt electrolysis and AOP, (the “Company”), announces that it has been informed by EURL BGH[1], the majority shareholder in BIO-UV Group, owned by its founder and manager, Benoît Gillmann, of its intention to sell 1,395,962 shares in BIO-UV Group (the “Transaction”), i.e. its entire holding representing 13.49% of the share capital and 23.74% of the voting rights in the Company. The sale price would be €4.60 per share.
After a career spanning 50 years, including more than 22 dedicated to the development of
BIO-UV Group, Benoit Gillmann now wishes to focus on other projects and his family. Considerable thought and organisation has, in recent years, gone into succession planning for the management of the company he founded, with a view to ensuring its long-term and profitable growth.
Objectives of the Transaction and the proposal to change BIO-UV Group's governance structure
This Transaction will allow new institutional investors to invest in BIO-UV Group and will help to increase the Company's free float and improve the liquidity of the shares on the Euronext GrowthTM market in Paris. As a result of the Transaction, EURL BGH will cease to hold any shares in BIO-UV Group.
Since no new shares are to be issued as part of the Transaction, it is non-dilutive for the existing shareholders in BIO-UV Group.
In the event that the Placement is a success, Laurent-Emmanuel Migeon will become the Company's Chairman and Chief Executive Officer. Benoît Gillmann will remain as director of the Company for one year and may, at times, be asked by the Board of Directors to provide assistance with the Company's development under a services agreement that will be entered into after completion of the Placement.
Laurent-Emmanuel Migeon, Deputy Chief Executive Officer, with responsibility for Operations and Finance, joined BIO-UV Group at the start of 2018, just before its IPO. He has overseen operational management of BIO-UV Group over the last five years and has been the driving force behind two key acquisitions since the Company's IPO: Triogen in 2019 and Corelec in 2021. Between 2018 and 2022, he actively helped to grow BIO-UV Group's revenue almost fivefold, from €12.4 million to €51.5 million over the period.
He intends to keep developing BIO-UV Group and to continue growing the business steadily, both organically and through acquisitions, by focusing on its strategic markets: recreational, wastewater and industrial water recovery, aquaculture and maritime.
The Board of Directors of BIO-UV Group held on 28 February 2023, pursuant to the delegation of the shareholders general meeting of 24 May 2022, decided to implement a free share allocation program for Laurent-Emmanuel Migeon in the context of his new duties, up to a limit of 3% of the capital and subject to performance conditions over the next five years.
Terms of the Transaction
EURL BGH is proposing to sell 1,365,035 shares in BIO-UV Group to institutional investors via a placement through an accelerated book building (“ABB”) process towards institutional investors (the “Placement”). The completion of the Placement will be conditional on EURL BHG selling 1,365,035 shares in this context.
The accelerated book building process will begin immediately after the publication of this press release, and the final terms of the offering and the results of the Placement will be determined once the order book has been built and will be announced at a later stage by BIO-UV Group via a press release.
Settlement-delivery for the sold shares is expected to take place on 3rd March 2023.
Laurent-Emmanuel Migeon, Deputy Chief Executive Officer on the launch date of the Transaction and the future Chairman and Chief Executive Officer, has committed, as part of the changes to be made to the Company's governance structure, to acquiring 30,927 shares in BIO-UV Group that are currently held by EURL BGH, representing 0.30% of the Company's[2] share capital, using his own funds and bank financing. This acquisition of shares, on the same terms as the Placement, has been documented in an put option agreement entered into with EURL BGH.
About BIO-UV Group
Founded in 2000, BIO-UV Group designs, manufactures and markets ultraviolet, Ozone, salt electrolysis and AOP (advanced oxidation process) disinfection systems.
Listed on Euronext® Growth - Paris (FR0013345493 - ALTUV), BIO-UV Group has been granted the “Innovative Company” label by Bpifrance and is eligible for the French “PEA-PME” investment scheme.
Detailed information about the company, including information about its business activities and other regulated information and all the Company's press releases is available in the Investors section of its website (www.bio-uv.com).
Contacts:
| BIO-UV Group Isabelle Sost isost@bio-uv.com | Investors Relations Mathieu Omnes – ACTUS +33 (0)1 53 67 36 92 momnes@actus.fr | Press Relations Serena Boni – ACTUS +33 (0)4 4 72 18 04 92 sboni@actus.fr |
[1] A company wholly owned by Benoît Gillmann, founder and Chairman and Chief Executive Officer on the launch date of the Transaction in BIO-UV Group's shares.
[2] As at 28 February 2023, Laurent-Emmanuel Migeon holds 6,341 shares in BIO-UV Group, representing 0.06% of its share capital and 0.05% of its voting rights.
Disclaimer
This press release, and the information it contains, is for information purposes only and does not, and shall not, constitute an offer to sell or an offer to buy or subscribe any securities nor a solicitation to offer to purchase or to subscribe securities in any jurisdiction and does not constitute a public offer other than the offering to qualified investors.
The sale of shares of BIO-UV Group does not constitute a public offer and the shares of BIO-UV Group are only being offered to qualified investors, including in France.
No communication and no information in respect of the sale by EURL BGH of shares of BIO-UV Group may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offer or sale of shares of BIO-UV Group on behalf of EURL BGH may be subject to specific legal or regulatory restrictions in certain jurisdictions. EURL BGH, BIO-UV Group and their respective shareholders and affiliates take no responsibility for any violation of any such restrictions by any person.
European Economic Area
In the member states of the European Economic Area, this press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the “Prospectus Regulation”).
With respect to the member states of the European Economic Area other than France (the “Member States”), no action has been or will be taken in order to permit a public offer of the securities which would require the publication of a prospectus in one of such Member States. In Member States, this press release and any offer if made subsequently are directed exclusively at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation.
France
In France, the offer of shares of BIO-UV Group described in this press release will be carried out through a placement though an accelerated bookbuilding process to qualified investors only, as defined in Article 2(e) of the Prospectus Regulation and in accordance with applicable French laws and regulations. There will be no public offering in any country (including France) in connection with the shares of BIO-UV Group, except to qualified investors only.
United States
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Shares of BIO-UV Group, or any other securities, may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or an exemption from registration thereunder. The shares of BIO-UV Group have not been and will not be registered under the U.S. Securities Act and will be offered or sold only outside of the United States and in offshore transactions, in compliance with Regulation S of the U.S. Securities Act. BIO-UV Group does not intend to register any portion of the proposed offering in the United States or to conduct a public offering of securities in the United States.
United Kingdom
In the United Kingdom, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are located outside of the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 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 together being referred to as “Relevant Persons”).
This press release is only directed at Relevant Persons and are available only to Relevant Persons. Any person who is not a Relevant Person must not act or rely on this document or any of its contents.
Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
With respect to the United Kingdom, securities may not be offered or sold absent the publication of a prospectus in the United Kingdom or an exemption from such publication under the Regulation (EU) 2017/1129 as amended, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”). As a consequence, this document is directed only at persons who are “qualified investors” as defined in point (e) of Article 2 of the UK Prospectus Regulation.
This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
This press release may not be published, forwarded or distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan.
The distribution of this announcement into certain jurisdictions may be subject to specific regulatory restrictions. Therefore, persons present in these jurisdictions and in which the present press release is published, released or distributed should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The lead manager and bookrunner is acting on behalf of EURL BGH (to the exclusion of all others) in connection with the placement and will not be liable to any person other than EURL BGH either for warranties given to clients of the lead manager and bookrunner or for advice in connection with the placement.
Neither the lead manager and bookrunner nor any of its directors, officers, employees, advisors or agents accept any responsibility for, or make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this press release (or if any information has been omitted from this press release) or any other information relating to BIO-UV Group, EURL BGH, whether in written, oral, visual or electronic form, and however transmitted or made available, or for any loss resulting from the use of this press release or its contents or otherwise.
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