Regulatory News:
LUMIBIRD (Paris:LBIRD) is announcing the launch of a capital increase for approximately 20 million euros through a private placement via an accelerated book-building.
The net proceeds from the capital increase are intended primarily to contribute towards financing potential external growth operations1, notably with a view to acquiring new laser technologies. If external growth projects are not carried out, the Company will use all or part of the net proceeds from the capital increase for internal investments in research and development projects.
The operation consists of a private placement, in accordance with Articles L.225-136 of the French commercial code and L.411-2-II of the French monetary and financial code, and will be carried out with a waiver of preferential subscription rights. In accordance with the 16th and 18th resolutions from the Combined General Shareholders' Meeting on April 27, 2017, the number of new shares will be limited to a maximum of 10% of the Company's share capital and the issue price for the new shares will as a minimum be equal to the average closing price recorded over a period of 10 consecutive trading days during the three months prior to the issue.
Esira, which in concert with Eurodyne holds 54.33% of the Company's capital and 55.46% of the Company's voting rights, has indicated that it intends to place an order for approximately 2 million euros to subscribe for the capital increase. For reference, the companies Esira and Eurodyne, which are directors of the Company, are also controlled by Mr Marc Le Flohic, the Company's Chairman and Chief Executive Officer.
The private placement will be carried out via an accelerated book-build, following which the number and price of the new shares issued will be determined.
The accelerated book-building is starting immediately and is expected to end before the start of trading on May 22, 2019.
LUMIBIRD will announce the results of the private placement as soon as possible following the closing of the order book in a press release, which will notably indicate the final number of new shares issued and the issue price.
Settlement-delivery for the new shares issued in connection with the capital increase is expected for May 24, 2019.
MidCap Partners is acting as Lead Manager and Book Runner for the private placement.
LUMIBIRD is one of the world's leading specialists in lasers. With 50 years of experience and a mastering of solid state laser, laser diodes and fiber laser technologies, the Group designs, manufactures and markets high performance lasers for scientific (laboratories and universities), industrial (manufacturing, defense, Lidar sensors) and medical (ophthalmology) markets.
Born from the combination of Keopsys Group with Quantel in October 2017, LUMIBIRD has more than 500 employees and over €100 million of revenues and is present in Europe, America and Asia.
LUMIBIRD shares are listed on the Euronext Paris B Compartment. FR0000038242 LBIRD www.lumibird.com
DISCLAIMER
LUMIBIRD ("the Company") would like to draw readers' attention to:
- The fact that, in accordance with Article L.411-2 of the French monetary and financial code and Article 1.5 of European Parliament and Council Regulation (EU) 2017/1129 of June 14, 2017, the operation will not be the subject of a prospectus receiving a visa from the French financial markets authority ("AMF").
- The risk factors presented in section 9 of the 2018 registration document, filed with the AMF on April 26, 2019 under number D.19-0423; if all or part of these risks were to occur, this could have an adverse impact on the LUMIBIRD Group's business, financial position and results or its ability to achieve its objectives.
- The following main specific risks for the capital increase:
- The market price of the Company's shares could fluctuate and fall below the subscription price for the new shares;
- As a result of stock market fluctuations, the volatility and liquidity of the Company's shares could vary significantly;
- Company shares could be sold on the secondary market following the capital increase, and this could have an adverse impact on the Company's share price;
- With regard to the use of the proceeds from the issue with this capital increase, the Company has a certain level of leeway regarding the use of the funds raised and could use them in a way that the shareholders might not support or that might not increase the value of their investment in the short-term;
- If the Company makes new securities issues, after the capital increase has been carried out, this would result in additional dilution for investors.
Detailed information concerning LUMIBIRD, and specifically its business, its results and the risk factors that it is exposed to, is provided in the 2018 registration document, which can be consulted, along with the other regulatory disclosures and all the press releases, on LUMIBIRD's website (www.lumibird.com
This press release is intended exclusively for information. This press release does not constitute and cannot be considered to constitute a public offering, an offer for subscription, an offer for sale or a solicitation of public interest with a view to an operation through a public offering of securities in any country whatsoever.
Securities can only be offered or sold in the United States of America after registration in accordance with the amended U.S. Securities Act of 1933 ("U.S. Securities Act"), except pursuant to an exemption from the registration requirement. The Company's securities subject to this press release have not been and will not be registered under the U.S. Securities Act, and the Company does not intend to make a public offering of the securities subject to this press release in the United States of America.
The publication or distribution of this press release in certain countries may be prohibited under applicable laws. The information contained in this press release does not constitute an offer of securities in France, the United States of America, Canada, Australia or Japan or any other country. This press release is not intended to be published, released or distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan. This document does not constitute an offer for sale or a public offering for LUMIBIRD shares in the United States of America or any other country.
1 To date, the Company is not committed to any external growth projects that are underway.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190521005760/en/
Contacts:
Groupe LUMIBIRD
Marc Le Flohic
Chairman and CEO
Tel. +33(0) 1 69 29 17 00
info@lumibird.com
Groupe LUMIBIRD
Pierre Vallalta
Chief Financial Officer
Tel. +33(0) 1 69 29 17 00
info@lumibird.com
Calyptus
Mathieu Calleux
Investor Relations
Tel. +33(1) 53 65 37 91
lumibird@calyptus.net
Midcap Partners
Kevin Rolland
Company advisor
Tel. +33 (0)1 55 04 04 56
contact@midcapp.com