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 -0.065 0.044
issue of
new
ordinary
shares
resulting
from the
conversion
of all the
OCAs and
the
exercise of
the BSAs
After the -0.048 0.039
issue of
new
ordinary
shares
resulting
from the
conversion
of Tranche
2 OCAs
only(2)
(including
legal fees)
After the -0.003 0.021
issue of
1,907,142,8
57 new
ordinary
shares
resulting
from the
full
conversion
from OCAs
of Tranches
2 to 15(2)
(including
legal fees)
After the 0.007 0.025
issue of
1,907,142,8
57 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
(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 1% 0.82 %
of new ordinary
shares resulting
from the
conversion of all
the OCAs and the
exercise of the
BSAs
After the issue 0.78 % 0.67 %
of new ordinary
shares resulting
from the
conversion of
Tranche 2 OCAs
only(2)
(including legal
fees)
After the issue 0.21 % 0.20 %
of 1,907,142,857
new ordinary
shares resulting
from the full
conversion from
OCAs of Tranches
2 to 15(2)
(including legal
fees)
After the issue 0.16 % 0.15 %
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
(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 Equity participation
before OCA tranche 2 after OCA tranche 2
conversion (in %) 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, (FR0000044810-ALEUP / LEI
969500WYVNHBV1ABQ250). For more information: www.europlasma.com [1].°
Contact: Anne BORDERES - Europlasma - contactbourse@europlasma.com - +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
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