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Global Bioenergies: launch of a capital increase through a public offer without preferential subscription rights for an initial amount of €17 million supported by the L’Oréal Group and the CM-CIC funds
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Global Bioenergies: launch of a capital increase through a public offer without preferential subscription rights for an initial amount of €17 million supported by the L’Oréal Group and the CM-CIC funds
- Capital increase without preferential subscription rights and without priority subscription period through a public offer of an initial amount of €17 million, that may be increased up to €19.5 million if the extension clause is fully exercised
- Subscription price: €4.65 per share, i.e. a discount of 15.4%1
- Subscription commitments of €13.6 million, representing 80.3% of the amount to be raised
- Offer open from 20 to 25 June 2019 inclusive
Evry (France), on 20 June 2019
Global Bioenergies (the "Company"), the only company in the world to have developed a process to convert renewable resources into isobutene, is today announcing the launch of a capital increase through a public offer without preferential subscription rights for shareholders and without priority subscription period for existing shareholders, for an amount initially set at €17 million, which could be increased to a maximum of €19.5 million if the extension clause is fully exercised (the "Offer").
The purpose of the Offer is to provide the Company with the means to:
- complete the development of the Isobutene process at laboratory scale, pilot scale and demo scale (for around 58% of the proceeds of the issuance);
- continue the R&D efforts to adapt the process to the use of second-generation and third-generation resources (for around 20% of the proceeds of the issuance);
- participate in financing the front-end engineering design (FEED) phase of the first plant, to be conducted by IBN-One, and support IBN-One in its fund-raising efforts to start the construction of the plant (for around 10% of the proceeds of the issuance);
- finance the regular running costs of the Company (for around 12% of the proceeds of the issuance).
The proceeds to be received in the context of the issuance of the New Shares are not intended to finance the construction of the plant IBN-One, for which the research of necessary funds is ongoing (for a total need of 140 M€).
As part of this Offer, the L’Oréal Group has committed, subject to certain conditions, to subscribe €7 million via its BOLD Business Opportunities for L’Oréal Development investment fund. Subject to ongoing discussions, L’Oréal and Global Bioenergies intend to sign within the next months an R&D collaboration which would continue and expand efforts already undertaken since 2016 to identify and validate isobutene derivatives for applications in cosmetics, as well as an isododecane supply agreement.
Marc Delcourt, Chief Executive Officer of Global Bioenergies, said: "This fundraising transaction will enable us to continue moving forward with IBN-One, the first plant project, which will have markets not only in the cosmetics but also in biofuels, and in particular aviation fuel."
The capital increase will be made through the issuance of 3,655,914 new shares, i.e. 72.0% of the Company's existing capital, at a unit share price of €4.65, representing a discount of 16.8% on Global Bioenergies' closing share price on 18 June 2019 (€5.59) and a discount of 15.4% on the volume weighted average price over the last 3 trading sessions preceding the setting of the price. The issuance of the New Shares will be carried out without any priority subscription period for existing shareholders.
This Offer is managed by Gilbert Dupont as the sole Lead Manager and Bookrunner.
Subscription intentions and commitments of the main shareholders and new investors
Two CM-CIC funds (CM-CIC Innovation and CM-CIC Investissement SCR), shareholders holding together 422,304 shares in the Company (i.e. 8.31% of the capital), have made a firm commitment to subscribe to the Offer in cash in proportion to their current equity stake, i.e. 8.31% of the gross Offer amount.
The BOLD Business Opportunities for L’Oréal Development fund, a subsidiary of the L’Oréal group, has made a firm commitment to subscribe €7 million in cash (i.e. 41.2% of the Offer’s gross amount), notably subject to certain conditions of price, minimum amount of capital increase and percentage of shareholding. As part of this subscription commitment, it is expected that a representative of BOLD Business Opportunities for L’Oréal Development will be thus appointed as an observer on the Company’s Board of Directors2.
In addition, several institutional investment funds have also made irrevocable commitments to subscribe to the Offer for an amount of €5.2 million, representing 30.8% of the gross amount of the Offer, none of these subscription commitments representing more than 5% of the share capital after issuance of the new shares.
The table hereafter describes in detail the total subscription commitments received by the Company:
| Name of the investor | Amount committed (euros) |
| CM-CIC Innovation and CM-CIC Investissement SCR | €1,412,701 |
| BOLD Business Opportunities for L’Oréal Development | €7,000,000 |
| Other institutional investors | €5,233,950 |
| Total | €13,646,651 |
In total, the subscription commitments received by the Company from some historical shareholders as well as investors described here above represent around 80,3% of the gross amount of the Offer (without exercise of the extension clause).
The Company is not aware of the intentions of other shareholders or members of its Board of Directors.
The breakdown of the Company’s share capital before the Offer is as follows:
| Shareholders | Number of shares and voting rights (non-diluted basis) | % capital and voting rights (non-diluted basis) | Theoretical number of shares and voting rights (diluted basis)[4] | % capital and voting rights (diluted basis) |
| Marc Delcourt[1] | 363,385 | 7.2% | 363,385 | 6.7% |
| Philippe Marlière[2] | 340,000 | 6.7% | 340,000 | 6.2% |
| Funds managed by Seventure Partners | 386,792 | 7.6% | 386,792 | 7.1% |
| Funds managed by CM-CIC Innovation | 422,304 | 8.3% | 422,304 | 7.7% |
| Industrialists[3] | 273,611 | 5.4% | 273,611 | 5.0% |
| Treasury shares | 8,612 | 0.2% | 8,612 | 0.2% |
| BOLD Business Opportunities for L’Oréal Development | - | - | - | - |
| Free float | 3,284,751 | 64.6% | 3,657,635 | 67.1% |
| Total | 5,079,455 | 100.0% | 5,452,339 | 100.0% |
[1] Shares held directly and indirectly via Schmilblick Ventures, of which he is the sole shareholder.
[2] Shares held indirectly via Enuma Holding SA, of which he is the sole shareholder.
[3] Shares held directly by Cristal Union, Audi, and Synthos.
[4] Excluding 20,000 BSA equity warrants granted by the Board of Directors on 18 April 2019 but not yet subscribed.
The breakdown of the Company’s share capital after the Offer if 75% of the initial new shares are allocated is as follows:
| Shareholders | Number of shares and voting rights (non-diluted basis) | % capital and voting rights (non-diluted basis) | Theoretical number of shares and voting rights (diluted basis)[4] | % capital and voting rights (diluted basis) |
| Marc Delcourt[1] | 363,385 | 4.6% | 363,385 | 4.4% |
| Philippe Marlière[2] | 340,000 | 4.3% | 340,000 | 4.1% |
| Funds managed by Seventure Partners | 386,792 | 4.9% | 386,792 | 4.7% |
| Funds managed by CM-CIC Innovation | 650,159 | 8.3% | 650,159 | 7.9% |
| Industrialists[3] | 273,611 | 3.5% | 273,611 | 3.3% |
| Treasury shares | 8,612 | 0.1% | 8,612 | 0.1% |
| BOLD Business Opportunities for L’Oréal Development | 1,505,377 | 19.2% | 1,505,377 | 18.4% |
| Free float | 4,293,455 | 54.9% | 4,666,339 | 56.9% |
| Total | 7,821,391 | 100.0% | 8,194,275 | 100.0% |
[1] Shares held directly and indirectly via Schmilblick Ventures, of which he is the sole shareholder.
[2] Shares held indirectly via Enuma Holding SA, of which he is the sole shareholder.
[3] Shares held directly by Cristal Union, Audi, and Synthos.
[4] Excluding 20,000 BSA equity warrants granted by the Board of Directors on 18 April 2019 but not yet subscribed.
After the Offer with 100% of the initial new shares allocated:
| Shareholders | Number of shares and voting rights (non-diluted basis) | % capital and voting rights (non-diluted basis) | Theoretical number of shares and voting rights (diluted basis)[4] | % capital and voting rights (diluted basis) |
| Marc Delcourt[1] | 363,385 | 4.2% | 363,385 | 4.0% |
| Philippe Marlière[2] | 340,000 | 3.9% | 340,000 | 3.7% |
| Funds managed by Seventure Partners | 386,792 | 4.4% | 386,792 | 4.2% |
| Funds managed by CM-CIC Innovation | 726,111 | 8.3% | 726,111 | 8.0% |
| Industrialists[3] | 273,611 | 3.1% | 273,611 | 3.0% |
| Treasury shares | 8,612 | 0.1% | 8,612 | 0.1% |
| BOLD Business Opportunities for L’Oréal Development | 1,505,377 | 17.2% | 1,505,377 | 16.5% |
| Free float | 5,131,481 | 58.7% | 5,504,365 | 60.4% |
| Total | 8,735,369 | 100.0% | 9,108,253 | 100.0% |
[1] Shares held directly and indirectly via Schmilblick Ventures, of which he is the sole shareholder.
[2] Shares held indirectly via Enuma Holding SA, of which he is the sole shareholder.
[3] Shares held directly by Cristal Union, Audi, and Synthos.
[4] Excluding 20,000 BSA equity warrants granted by the Board of Directors on 18 April 2019 but not yet subscribed.
After the allocation of 100% of the initial new shares and full exercise of the extension clause:
| Shareholders | Number of shares and voting rights (non-diluted basis) | % capital and voting rights (non-diluted basis) | Theoretical number of shares and voting rights (diluted basis)[4] | % capital and voting rights (diluted basis) |
| Marc Delcourt[1] | 363,385 | 3.9% | 363,385 | 3.8% |
| Philippe Marlière[2] | 340,000 | 3.7% | 340,000 | 3.5% |
| Funds managed by Seventure Partners | 386,792 | 4.2% | 386,792 | 4.0% |
| Funds managed by CM-CIC Innovation | 771,682 | 8.3% | 771,682 | 8.0% |
| Industrialists[3] | 273,611 | 2.9% | 273,611 | 2.8% |
| Treasury shares | 8,612 | 0.1% | 8,612 | 0.1% |
| BOLD Business Opportunities for L’Oréal Development | 1,505,377 | 16.2% | 1,505,377 | 15.6% |
| Free float | 5,634,297 | 60.7% | 6,007,181 | 62.2% |
| Total | 9,283,756 | 100.00% | 9,656,640 | 100.00% |
[1] Shares held directly and indirectly via Schmilblick Ventures, of which he is the sole shareholder.
[2] Shares held indirectly via Enuma Holding SA, of which he is the sole shareholder.
[3] Shares held directly by Cristal Union, Audi, and Synthos.
[4] Excluding 20,000 BSA equity warrants granted by the Board of Directors on 18 April 2019 but not yet subscribed.
Lock-up undertakings
The Company has committed towards the Lead Manager and Bookrunner not to issue, offer or dispose of any shares or securities giving direct or indirect access to shares in the Company for a 90-day period from the settlement date of the new shares, subject to standard exceptions and the ability to implement any issue transaction reserved for an industrial investor at a unit share price higher or equal to the Offer subscription price.
BOLD Business Opportunities for L’Oréal Development has committed towards the Company and the Lead Manager and Bookrunner to a lock up on 100% of the new shares subscribed as part of the Offer for a 90-day period from the new share settlement date, subject to the standard conditions.
Guarantee
The Offer is not subject to a guarantee agreement.
In the event of insufficient demand, the planned capital increase may be limited to the subscriptions received insofar as these represent 80.3% of the initially planned issuance, which would not affect the Company's objectives.
Main characteristics of the capital increase
Share capital prior to the transaction
As of the date of the Securities Note, Global Bioenergies' capital is €253,972.75 and consists in 5,079,455 ordinary shares, fully subscribed and paid-up, with a par value of €0.05 each.
Share codes
ISIN code: FR 0011052257
Mnemonic code: ALGBE
Listed at: Euronext Growth Paris
Number of new shares to be issued
3,655,914 shares, that may be increased by 548,387 shares in the event that the extension clause is fully exercised, i.e. a maximum of 4,204,301 shares in total.
New shares subscription price
4.65 euros per share (of which €0.05 in par value and €4.60 share premium) to be fully paid-up in cash at subscription, representing a discount of 16.8% to the Global Bioenergies closing share price on the trading day preceding the visa from the AMF for the Prospectus (i.e. €5.59 on 18 June 2019) and a discount of 15.4% on the volume weighted average price over the last 3 trading sessions preceding the setting of the price.
Gross issue amount
Around €17 million, which may be increased to around €19.5 million if the extension clause is fully exercised.
Structure of the Offer and indicative timetable
The capital increase is carried out without preferential subscription rights and without priority subscription period for existing shareholders.
The issuance of the New Shares will be carried out as part of the Offer comprising:
- a public offering in France only, open from 20 June 2019 to 25 June 2019, 5 pm (Paris time), in the form of a fixed price offer, mainly aimed at individuals (the "Fixed Price Offer"); and
- a global placement mainly intended for institutional investors (the "Global Placement"), open from 20 June 2019 to 25 June 2019, 6 pm (Paris time) comprising:
- a private placement in France aimed mainly at qualified investors and those providing a portfolio management investment service on behalf of third parties; and
- a private international placement aimed at institutional investors in certain countries, other than the United States of America notably.
Subscription orders under the Global Placement and the Fixed Price Offer may be reduced according to the nature and amount of demand.
Amount and percentage of immediate dilution resulting from the Offer
The impact of the issue on the stake of a shareholder holding 1% of the Company's share capital prior to the Offer and not subscribing to the Offer (calculation based on the number of shares that make up the capital as at the date of the Prospectus, i.e. 5,079,455 shares) would be as follows, under the following assumptions:
- the issue of 3,655,914 Initial New Shares, increased to a maximum of 4,204,301 New Shares in the event of full exercise of the Extension Clause,
- the charging of Offer-related costs against the share premium, with no tax impact.
| Shareholder stake (%) | ||
| Non-diluted basis | Diluted basis(1) | |
| Before issuance of the New Shares | 1.00% | 0.93% |
| After issuance of 75% of the Initial New Shares | 0.65% | 0.58% |
| After issuance of 100% of the Initial New Shares | 0.58% | 0.52% |
| After the Extension Clause is fully exercised, i.e. after issuance of a maximum of 548.387 Additional New Shares | 0.53% | 0.49% |
(1) After the exercise of all existing BSPCE and BSA equity warrants
Availability of the Prospectus
Global Bioenergies has filed its Registration Document dated 4 March 2019 with the French Financial Markets Authority (AMF) under number D.19-0091 (the "2018 Registration Document").
Copies of the Registration Document are available free of charge at the registered office of Global Bioenergies – 5, rue Henri Desbruères, 91000 Evry – France. This document may also be examined online on the sites of the AMF (www.amf-france.org) and of the Company (www.global-bioenergies.com).
The prospectus (the "Prospectus") with visa n°19-275 dated 19 June 2019 comprises (i) the 2018 Registration Document, (ii) a securities note (the "Securities Note"); and (iii) the summary of the Prospectus (included in the Securities Note).
Copies of the Prospectus are available free of charge at the registered office of Global Bioenergies – 5, rue Henri Desbruères, 91000 Evry – France. This document may also be examined online on the sites of the AMF (www.amf-france.org) and of the Company (www.global-bioenergies.com).
Before deciding whether to invest, investors should consider the risk factors referred to in chapter 4 of the 2018 Registration Document (provided that the risk factors in this chapter have been updated as displayed in section 10.5.1 of the Securities Note), as well as chapter 2 of the Securities Note. The occurrence of one or more of these risks could have a negative impact on the business, financial situation, results, development or outlook of Global Bioenergies.
About GLOBAL BIOENERGIES
Global Bioenergies is the only company in the world to have developed a conversion process for renewable resources (residual sugars, agricultural and forestry waste) into isobutene, one of the petrochemical building blocks that can be converted into ingredients for cosmetics, petrol, kerosene, LPG and plastics. Global Bioenergies continues to improve the performance of its process, conducts trials on its demo plant in Germany and is preparing the first full-sized plant in a Joint‐Venture with Cristal Union. Global Bioenergies is listed on Euronext Growth in Paris (FR0011052257 – ALGBE).
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Contact
GLOBAL BIOENERGIES
Samuel Dubruque
Chief Financial Officer
Phone: +33 (0)1 64 98 20 50
DISCLAIMER
This press release and the information it contains does not amount to an offer to sell or subscribe, nor a solicitation to buy or subscribe shares in Global Bioenergies in any country.
In certain countries the issuance of this press release may be subject to specific regulations. Consequently, natural persons in those countries in which the press release is issued, published or distributed, should be aware of these regulations and regulations and comply with them.
This press release is a promotional document and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 (as amended, in particular, by Directive 2010/73/EU of the European Parliament and the Council of 24 November 2010 as modified and transposed in each of the Member states of the European Economic Area) (the "Prospectus Directive").
This press release is not, and should not be considered as, a public offering, an offer of purchase or subscription, or intended to solicit public interest in a public offering.
This press release is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States of America. Shares, or any other securities, of Global Bioenergies may only be offered or sold in the United States of America following registration under the U.S. Securities Act of 1933, as amended, or as part of an exemption to this registration obligation. Shares in Global Bioenergies will only be offered or sold outside the United States of America and as offshore transactions, in accordance with Regulation S of the Securities Act. Global Bioenergies does not intend to register the offer in full or in part in the United States of America nor to conduct a public offering in the United States of America.
For those Member States of the European Economic Areas having transposed the Prospectus Directive, no action has been taken nor will be taken to enable a public offering of the securities referred to in this press release requiring the publication by Global Bioenergies of a prospectus in a Member state other than France. Consequently, shares in Global Bioenergies may not be offered and will not be offered in any Member States other than France, except in compliance with exemptions under article 3(2) of the Prospectus Directive, if they have been transposed in that Member State or in the other cases where the Company is not required to publish a prospectus under article 3(2) of the Prospectus Directive and/or regulations applicable in that Member State.
In the case of the United Kingdom, the press release is only intended for those who (i) are investment professionals within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as currently in force, hereinafter the "Financial Promotion Order"), (ii) are covered by article 49(2) (a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) those who have been invited or induced to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) for the issue or disposal of any securities that may be legally communicated, directly or indirectly (these persons being referred to collectively as "Authorised Persons"). This press release is aimed only at Authorised Persons and may not be used by anyone other than an Authorised Person.
SUMMARY OF THE PROSPECTUS
AMF visa No. 19-275 of 19 June 2019
The Securities Note is presented in accordance with Annex III to Regulation (EC) No. 809/2004
| The summary contains key information items, referred to as "Elements", presented in five sections from A to E numbered from A.1 to E.7. This summary contains all of the Elements required to be included in the summary of a prospectus relating to this category of securities and this type of issuer. Because some Elements are not required to be addressed, the numbering of the elements in this summary is not sequential. It is possible that no relevant information can be provided for a particular Element which must be included in this summary due to the category of securities and type of issuer. In this case, a short description of the Element is included in the summary with the reference "not applicable". |
Section A – Introduction and Warnings
A.1
Introduction and Disclaimers
This summary should be read as an introduction to the Prospectus.
Any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor may, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have prepared the summary including any translation thereof, but only where the content of the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in these securities.
A.2
Consent by the Issuer
Not applicable.
Section B – Issuer
B.1
Commercial and legal name
Global Bioenergies (the "Company" or the "Issuer").
B.2
Registered office / Legal form / Legislation / Country of incorporation
The Company is a French limited company (société anonyme) with a Board of Directors. Its registered office is located at 5, rue Henri Desbruères, 91000 Evry (France).
B.3
Nature of the issuer’s operations and principal activities
The Company, founded in 2008, develops a unique process to convert renewable resources into isobutene – a hydrocarbon that can be used to produce compounds with high added value, particularly for the cosmetics industry, as well as renewable gasoline and kerosene.
By replacing oil with biomass feedstock, the process developed by Global Bioenergies will:
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