BORDEAUX, France, Dec 11, 2015 (PR Newswire Europe via COMTEX) — BORDEAUX, France, December 11, 2015 /PRNewswire/ — Europlasma (ALEUP, ISIN FR0000044810), a French company that builds, designs and operates plasma solutions for renewable energy generation and hazardous waste recovery, today announces that it has successfully completed a private placement in the form of bonds convertible into shares (“OCPPs”), whereby it was able to raise a gross amount of EUR 5,008,452 from qualified investors acting for their own account.
Jean-Eric Petit, Chief Executive Officer, made the following statement:
“Managing to raise funds without soliciting the market and under such good conditions attests to the group’s progress and credibility as perceived by qualified investors, whom I would like to thank. This also demonstrates our determination to ensure business continuity, while continuing to invest, without resorting to the exercise of redeemable share purchase warrants (BSARs). Following the receipt of FAR (Final Acceptance with Reserves) for the CHO Morcenx plant, having proved that the plant is technologically sound, these funds will be mainly dedicated to the purchase of additional engines, which is essential to lifting the reserves. I am proud of the progress made by the team, which continues to meet its commitments and to gradually strengthen the unique position of CHO Power on the global waste-to-energy market.”
Purpose of the fundraising
This private placement aims to:
– Finance the purchase of additional engines for the CHO Morcenx plant (which will in due course include a rental agreement issued by CHO Morcenx) – Partially finance the CHO Morcenx plant’s ramp-up period until Final Acceptance, in order to consolidate CHO Power’s position as an industry leader in advanced waste gasification.
Terms of the convertible bonds issue
During the meeting held on 8 December 2015, and in accordance with the delegation granted by the General Meeting of 24 June 2015 (10th extraordinary resolution), the Board of Directors decided to issue OCPPs in accordance with the provisions of Article L.411-2 II of the French Monetary and Financial Code, and delegated its implementation to the Chief Executive Officer.
This private placement resulted in the issue of 4,724,955 convertible bonds entitling holders to 4,724,955 new ordinary shares with par value of EUR 0.10, as well as a maximum of 850,492 shares for interest payment.
The OCPP issue price was set at EUR 1.06 per unit, i.e. a premium of more than 15.2% compared with the average price, weighted by the volumes of the 5 (five) last days of trading prior to the issue and a premium of 23.3% compared with the last closing price.
Accordingly, each OCPP entitles holders to a new ordinary share at the price of EUR 1.06 (the “Conversion Price”).
The settlement and delivery of OCPPs will be carried out (subject to usual market conditions) no later than on 31 December 2015.
The bond’s duration will be 3 years and the nominal rate was set to 6% per year.
OCPPs can be converted at any time on the initiative of OCPP holders, in minimum tranches of EUR 100,000 (one hundred thousand). In that case, the amount of interest due on the conversion date will be paid in shares based on the conversion price.
The conversion may be carried out on the issuer’s initiative if the average value weighted by the volumes of an ordinary share of the company, calculated on the last 20 (twenty) consecutive trading days preceding the conversion request, is more than 130% of the conversion price.
The OCPPs will not be subject to a request for trading on any stock market (regulated or not).
The new shares derived from the conversion of OCPPs will share the same class and be listed on the same line as the Company’s outstanding shares under the ISIN code FR0000044810 ALEUP. They will carry voting and dividend rights and entitle holders, as soon as they are issued, to all distributions carried out by the Company from that date.
The total amount of subscriptions collected came to EUR 5,008,452, including the liquid and payable debt of EUR 2,163,452 held against the Company.
Issue of OCPPs and potential dilutive impact
If all the issued bonds would be converted, the transaction will have the following dilutive effects: the percentage of shares held after conversion of all OCPPs (including interest) into shares is 0.93% (i.e. a dilution of 7%) based on the number of shares at the date of this press release, and 0.96% (i.e. a dilution of 4%) taking into account all outstanding dilutive instruments.
Number of shares % held as a result, Number of shares 1% of shares prior after bond after converting prior to bond to converting the conversion (maximum the bond into conversion bond into shares assumption) shares 5,575,447 69,427,212 694,272 75,002,659 0.93% Number of shares Number of shares % held as a result, (including diluted 1% of shares prior after bond after converting shares) before bond to converting the conversion (maximum the bond into conversion bond into shares assumption) shares 5,575,447 120,899,560 1,208,996 126,475,007 0.96%
In France, the offer of EUROPLASMA convertible bonds described above will take place solely as a private placement, in accordance with Article L. 411-2 of the “Code monetaire et financier” (French Monetary and Financial Code) and applicable regulations. The offering does not constitute a public offering in France, as defined in Article L. 411-1 of the “Code monetaire et financier”.
In accordance with Article 211-3 of the General Regulation of the AMF, it is recalled that the above mentioned private placement does not require a prospectus to be submitted for approval to the AMF.
With respect to Member States of the European Economic Area that have transposed European Directive 2003/71/EC of the European Parliament and European Council (as amended in particular by Directive 2010/73/EU to the extent that the said Directive has been transposed into each Member State of the European Economic Area) (the “Prospectus Directive”), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State.
This press release and the information it contains are being distributed to and are only intended for persons who are (i) outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order (“high net worth companies”, “unincorporated associations”, etc.) or (iv) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) 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”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.
This press release and the information it contains does not, and will not, constitute a public offering to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, convertible bonds of EUROPLASMA in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. EUROPLASMA does not intend to register securities or conduct a public offering in the United States.
This distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
At the heart of environmental issues, EUROPLASMA designs and develops innovative plasma solutions for renewable energy generation and hazardous waste recovery, as well as related applications for multi-sector companies wishing to reduce their environmental footprint.
EUROPLASMA is listed on Alternext (FR0000044810-ALEUP). For more information: http://www.europlasam.com
Press contact Anne Borderes – Communication Manager Tel: + 33-(0)-556-497-000 email@example.com
http://www.marketwatch.com/story/europlasma-announces-that-it-has-collected-firm-subscriptions-for-a-private-placement-of-eur-5-million-from-qualified-investors-acting-for-their-own-account-2015-12-11 Copyright (C) 2015 PR Newswire Europe