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EUROPLASMA: Drawdown ot the second tranche of 200 convertible bonds


EUROPLASMA
EUROPLASMA: Drawdown ot the second tranche of 200 convertible bonds

18-Oct-2019 / 17:30 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.


 

Press release (ABSTRACT) Bordeaux, 18 October 2019

              

 

 

Drawdown of the second tranche of 200 convertible bonds

 

As part of the warrant issue agreement (the "Warrants") for bonds convertible into new shares (the "OCAs") with attached share subscription warrants (the "BSAs" and, together with the OCAs, the OCABSAs) concluded between Europlasma S.A (the "Company") and the European High Growth Opportunities Securitization Fund ("EHGOSF") on 24 June 2019, the Company announced that it had today drawn down the second tranche of OCABSAs for a nominal amount of EUR2,000,000. This second tranche gives rise to the issue of 200 OCAs, without attached BSAs.

 

Financing: issues and choice

The Company recalls that this programme makes it possible to finance the Group's working capital requirement given the shut-down of the production units and the investment programme, thereby enabling both the reconditioning and the improvement of the factories' production capacities.

Moreover, this means of financing, while dilutive, has the advantage of avoiding debt which would carry very high interest due to the financial situation of the Group.

 

Dilutive impact

This transaction may lead to a dilution, the future theoretical impact of which is given in the table below.

Impact of the OCABSA issuance on the portion of shareholder equity

For information purposes, the impact of the OCABSA issuance on the portion of equity per share (based on shareholders' equity at 31 December 2018, and capital transactions carried out up to and including 16 October 2019, and the number of outstanding shares on the date of this press release, i.e. 515,603,145 shares), would be as follows:

 

Portion of equity per share (in EUR)

 

Non-diluted basis

Diluted basis (after the exercise of all dilutive instruments existing to date) (1)

Before the issue of new ordinary shares resulting from the conversion of all the OCAs and the exercise of the BSAs

-0.065

0.044

After the issue of new ordinary shares resulting from the conversion of Tranche 2 OCAs only(2) (including legal fees)

-0.048

0.039

After the issue of 1,907,142,857 new ordinary shares resulting from the full conversion from OCAs of Tranches 2 to 15(2) (including legal fees)

-0.003

0.021

After the issue of 1,907,142,857 new ordinary shares resulting from the conversion from OCAs of Tranches 2 to 15(2)  and 857,142,855 new ordinary shares resulting from the exercise of BSAs(3) only

0.007

0.025

(1) i.e. 61,000 bonus shares that have not yet been delivered, 219,182,194 BSARs that may result in the issue of 54,795,574 new shares, 20,127,940 share subscription warrants previously attached to convertible bonds that may result in the issue of 20,127,940 new shares, 40,000,000 share subscription warrants to Zigi Capital that may result in 40,000,000 new shares,  857,142,857 share subscription warrants to European High Growth Opportunities Securitization that may result in 857,142,857 new shares, and 1 note that may result in 714,286 shares.

(2) Based on a conversion price of EUR0.014.

(3) Based on a conversion price of EUR0.035.

 

Shareholder impact of the OCABSA issuance

For information purposes, the impact of the OCABSA issuance on shareholders holding 1% of the Company's capital (based on the number of outstanding shares on the date of this press release, i.e. 515,603,145 shares), would be as follows:

 

Shareholder stake (in %)

 

Non-diluted basis

Diluted basis (after the exercise of all dilutive instruments existing to date)(1)

Before the issue of new ordinary shares resulting from the conversion of all the OCAs and the exercise of the BSAs

1%

0.82 %

After the issue of new ordinary shares resulting from the conversion of Tranche 2 OCAs only(2) (including legal fees)

0.78 %

0.67 %

After the issue of 1,907,142,857 new ordinary shares resulting from the full conversion from OCAs of Tranches 2 to 15(2) (including legal fees)

0.21 %

0.20 %

After the issue of 1,907,142,857  new ordinary shares resulting from the conversion from OCAs of Tranches 2 to 15(2)  and 857,142,855 new ordinary shares resulting from the exercise of BSAs(3) only

0.16 %

0.15 %

(1) i.e. 61,000 bonus shares that have not yet been delivered, 219,182,194 BSARs that may result in the issue of 54,795,574 new shares, 20,127,940 share subscription warrants previously attached to convertible bonds that may result in the issue of 20,127,940 new shares, 40,000,000 share subscription warrants to Zigi Capital that may result in 40,000,000 new shares, 857,142,857 share subscription warrants to European High Growth Opportunities Securitization that may result in 857,142,857 new shares and 1 note that may result in 714,286 shares.

(2) Based on a conversion price of EUR0.014.

(3) Based on a conversion price of EUR0.035.

 

A table for monitoring the conversion of the OCAs and the exercise of the BSAs is available in the "Investors and Shareholders" section of the Company's website.

 

Impact on the Company's shareholdings

Desgination

Equity participation before OCA tranche 2 conversion (in %)

Equity participation after OCA tranche 2 conversion (in %)

Zigi Capital

16,23

12,71

Gottex Real Asset Fund

0,75

0,58

Flottant

83,02

85,71

 

Provisional timetable for the drawdown of the next 13 OCABSA tranches

For information purposes, the Company has drafted a provisional drawdown schedule for the OCABSA tranches based on estimated cash requirements in the coming months with no other source of financing. However, the Company may suspend the activation of these drawdowns at any time. Any such suspension will be the subject of a press release.

 

Main risks associated with Europlasma

The risk factors specific to the Company, its group and its activities are described in Chapter 2 of the Registration Document for the financial year ended 31 December 2017 filed by the Company with the French Financial Markets Authority (AMF) on 27 April 2018.

 

 

 

 

 

 

 

 

 

 

 

 

About EUROPLASMA

Operating at the crossroads of multiple environmental issues, EUROPLASMA designs and develops innovative plasma solutions for renewable energy production and hazardous waste recovery, as well as tailor-made applications for industries intent on reducing their environmental footprint. EUROPLASMA is listed on Euronext GROWTH(TM), (FR0000044810-ALEUP / LEI 969500WYVNHBV1ABQ250). For more information: www.europlasma.com.°

Contact: Anne BORDERES - Europlasma - [email protected] - +335 56 49 70 00

 

IMPORTANT NOTICE

No communication and no information in respect of the transactions described in this press release 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 transactions described in this communication may be subject to specific legal or regulatory restrictions in certain jurisdictions. Europlasma takes no responsibility for any violation of any such restrictions by any person.

This press release is not a prospectus within the meaning of Directive 2003/71/EC, as implemented in each member state of the European Economic Area, and amendments thereto (together, the "Prospectus Directive").

This press release does not, and shall not in any circumstances constitute a public offering, nor an offer to sell or to subscribe, nor a solicitation to offer to purchase or to subscribe securities in any jurisdiction. No action has been taken by Europlasma to permit a public offering of the shares or possession or distribution of this document in any jurisdiction where action for that purpose is required.

In France, the offer and sale of securities described in this announcement will be exclusively carried out through a private placement, in accordance with article L.411-2 II of the French Financial and Monetary Code and the related applicable regulations. The offer and sale of securities described in this announcement do not constitute a public offering within the meaning of article L.411-1 of the French Financial and Monetary Code and will not require the preparation of a prospectus submitted to the visa of the Autorité des marchés financiers.

With respect to the member states of the European Economic Area, other than France, which have implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the securities mentioned in this press release requiring a publication of a prospectus in any Relevant Member State. As a consequence, the securities of Europlasma may only be offered or sold in any Relevant Member State pursuant to an exemption under the Prospectus Directive.

This document does not constitute a public offering of securities in the United Kingdom. In the United Kingdom, this document is directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), (ii) "high net worth entities", "unincorporated associations" and other persons to whom it may otherwise be lawfully communicated under Article 49(2)(a) to (d) of the Financial Promotion Order and (iii) to other persons to whom this document may be lawfully communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, any person who is not a relevant person should 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.

Ce document ne constitue pas une offre au public de valeurs mobilières au Royaume-Uni. Au Royaume-Uni, ce document ne peut être distribué et n'est destiné (i) qu'aux personnes ayant une expérience professionnelle dans le domaine des investissements régis par les dispositions de l'article 19(5) de la loi "Financial Services and Markets 2000 (Financial Promotion) Order 2005", telle que modifiée (le « Financial Promotion Order »), (ii) aux personnes visées par l'Article 49(2)(a) à (d) (« high net worth companies, unincorporated associations, etc. ») du Financial Promotion Order ou (iii) aux personnes à qui ce document peut autrement être légalement transmis (ces personnes sont ci-après dénommées les "personnes concernées"). Au Royaume-Uni, aucune autre personne qu'une personne concernée ne peut agir sur la base de ce document ; tout investissement ou activité d'investissement à laquelle ce document fait référence ne pourra être réalisé que par les seules personnes concernées.

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. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended, or exempt from registration. Europlasma does not intend to register the offer or any portion thereof in the United States or to conduct a public offering of securities in the United States.

This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.


Regulatory filing PDF file

Document title: Drawdown of the second tranche of 200 convertible bonds
Document: http://n.eqs.com/c/fncls.ssp?u=FUFXEVCEYF


Language: English
Company: EUROPLASMA
11 avenue de Canteranne
33600 Pessac
France
Phone: +33 556 49 70 00
E-mail: [email protected]
Internet: www.europlasma.com
ISIN: FR0000044810
AMF Category: Inside information / Other releases
EQS News ID: 892851
 
End of Announcement EQS News Service

892851  18-Oct-2019 CET/CEST

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