This document may not be distributed, directly or indirectly, in
Global Bioenergies launches a fundraising operation
of approximately €10 million
- Capital increase aimed at institutional investors and at retail investors (via the PrimaryBid platform)
- Irrevocable subscription commitments from the L’Oréal group and the
Cristal Union group, the historical shareholders - Closing of the offering before the markets open tomorrow morning
Evry, 13
The purpose of the Offering is to provide the Company with the means to:
- continue the commercial development, finish the construction, start the industrial production and finance the working capital requirements of the Pomacle-Bazancourt unit: production of biosourced isododecane intended for the niche make-up market (for approximately 50% of the funds raised by the Offering);
- conduct the engineering work and roll out the projected plant, which in 2024 will produce at the scale of 1,000 tons to supply the larger skincare and haircare markets (for approximately 25% of the funds raised by the Offering);
- pursue R&D efforts aimed at reducing the operating cost of the process for a use in commodity and sustainable aviation fuel applications within five years, and diversify commercial opportunities (for approximately 25% of the funds raised by the Offering).
The Offering will be carried out in two distinct but concomitant parts:
- issue of new shares without preferential subscription rights in favor of the Company’s commercial or industrial partners and/or private equity funds investing in the biotechnology, green energy, cosmetics or retail sectors, pursuant to Article L. 225-138 of the French Commercial Code (the “Issue Reserved for a Category of Persons”);
- public offering to retail investors via the PrimaryBid platform, which will be carried out according to a proportional allocation to the demands, within the limit of the amount allocated to this offer to the public, and with allocations reduced in the event of excess demand, if any, on the basis of Article L. 225-136 of the French Commercial Code (the “PrimaryBid Offering”).
The Offering, without preferential subscription rights for shareholders, will be carried out pursuant to the 9th and 11th resolutions of the General Meeting of
The total amount of the Offering, which is expected to be approximately €10M (of which a maximum of €1M for the PrimaryBid Offering), will therefore depend exclusively on the orders received for each of the aforementioned parts, without the possibility of reallocation of the amounts allocated from one to another. It is specified that the PrimaryBid Offering is ancillary to the Issue Reserved for a Category of Persons and represents less than 33% of the initial amount (as well as the final amount realized if any) of the Issue Reserved for a Category of Persons. In any event, the PrimaryBid Offering will not be completed if the capital increase resulting from the Issue Reserved for a Category of Persons is not carried out.
The Issue Reserved for a Category of Persons will be carried out by means of an accelerated bookbuilding process, at the end of which the number and price of the new shares will be determined. The subscription price of the new shares will be the same for each of the parts of the Offering and will be determined in accordance with the 9th and 11th resolutions of the General Meeting of
The Offering will start immediately at the close of trading on Monday
The Company will announce the result of the Offering, the dilution and the new shareholding structure in a press release as soon as possible after the order book is closed. The final number of new shares, the amount of the subscription price and the discount will be decided by the Chief Executive Officer using the sub-delegation granted to him by the Board of Directors at its meeting of
The new shares will be assimilated with the existing shares and will be the subject of an application for admission to trading on Euronext Growth on the same line. The settlement-delivery and admission to trading of the new shares on Euronext Growth would take place on
Subscription intentions and commitments of the main shareholders and new investors
As part of the Offering, the L’Oréal group, through its BOLD Business Opportunities for L’Oréal Development private equity fund, has undertaken, subject to certain conditions, to subscribe in proportion to its stake of the Company’s capital (i.e. 13.3%) in a maximum amount of €2M.
The
Risk factors
The Company notes that the risk factors relating to the Company and its business are set out in its 2020 annual financial report, which is available free of charge on the Company’s website (https://www.globalbioenergies-invest.com/information-reglementee/documents-de-reference-et-rapports-annuels/).
The materialisation of some or all of these risks could have an adverse impact on the Company’s business, financial position, results, development or outlook. The risk factors set out in the aforementioned document are unchanged as of the date of this press release.
Investors should also consider the following risks specific to the Offering:
- the market price of the shares could fluctuate and fall below the subscription price of the shares issued in connection with the Offering;
- the volatility and liquidity of the Company’s shares could fluctuate significantly;
- sales of the Company’s shares could occur on the market and have an adverse impact on the Company’s share price; and
- the Company’s shareholders could suffer a potentially significant dilution resulting from possible future capital increases.
Financial intermediaries
TP ICAP Midcap is acting as sole Lead Manager and Bookrunner.
Within the framework of the PrimaryBid Offering, investors will only be able to subscribe via the PrimaryBid partners mentioned on the PrimaryBid website (https://primarybid.fr/).
Prospectus
Pursuant to the provisions of Article 211-3 of the General Regulation of the Autorité des Marchés Financiers (AMF) and Articles 1.4 and 3 of Regulation (EU) 2017/1129 of the
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Contact
Pauline Bayec
Head of Investor Relations & Corporate Communication
Tel.: +33 (0)1 64 98 20 50
Email: invest@global-bioenergies.com
Disclaimer
This press release, and the information contained herein, do not constitute an offer to sell or subscribe, or the solicitation of an order to buy or subscribe, for the shares of the Company in any country.
Pursuant to the provisions of Article 211-3 of the General Regulation of the Autorité des Marchés Financiers (the “AMF”), and Articles 1.4 and 3 of Regulation (EU) 2017/1129 of the
The distribution of this press release may be subject to specific regulations in some countries. Consequently, persons physically present in those countries and in which the press release is circulated, published or distributed must inform themselves of and comply with those laws and regulations.
This press release constitutes a promotional communication and not a prospectus within the meaning of the Prospectus Regulation.
This press release does not constitute an offer to sell securities or any solicitation of an offer to buy or subscribe for securities in
With respect to Member States of the European Economic Area, no action has been or will be taken to permit a public offering of the securities covered by this press release requiring the publication by the Company of a prospectus in a Member State other than
As regards the
This press release must not be published, distributed or circulated, directly or indirectly, in
This press release contains information on the objectives of the Company as well as forward-looking statements. This information is not historical data and should not be interpreted as a guarantee that the stated facts and data will materialise. This information is based on data, assumptions and estimates considered reasonable by the Company. The Company cannot anticipate all the risks, uncertainties or other factors that may affect its business, their potential impact on its business or to what extent the materialisation of any risk or combination of risks could have results significantly different from those mentioned in any forward-looking statement. This information is given only as of the date of this press release. The Company makes no commitment to issue updates of this information or the assumptions on which it is based, except as may be required by any legal or regulatory obligation.
Lastly, this press release may be issued in French and in English. In the event of differences between the two texts, the French version shall prevail.
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Global Bioenergies launches a fundraising operation
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