Press release
11/08/2025
Private Placement of Bonds for a gross amount of €2 million
- Issuance of 20 Bonds Representing a Bond Loan of €2,000,000 Nominal Amount
Entreparticuliers.com (FR0010424697 - ALENT), the "Company") today announces the completion of a private placement to investors of bonds (the "Bonds"), at a unit price of €100,000 per Bond, representing a bond loan with a nominal amount of €2,000,000 (the "Private Placement").
The Private Placement resulted in the issuance of 20 Bonds, representing a net amount received by the Company of approximately €1,940,000 (1).
The Company notes that it may carry out further issuances of financial instruments similar to this one in the future as part of other financing transactions.
CONTEXT AND PURPOSE OF THE TRANSACTION
The proceeds of the Private Placement will enable the Company, within the framework of its new strategy announced via press release on May 15, 2025, to continue building its strategic reserve through the acquisition of additional Ethers.
TERMS AND LEGAL FRAMEWORK
Legal framework: On July 28, 2025, the Chief Executive Officer decided to launch the Bond issuance pursuant to the delegation granted by the Company's Board of Directors on July 22, 2025, and acknowledged the subscription and issuance of all the Bonds on August 8, 2025.
Subscription price: The subscription price is €100,000, corresponding to the nominal value of one Bond.
Main characteristics of the Bonds: Each Bond has a nominal value of €100,000 and a maturity date of July 31, 2030 (the "Maturity Date"). The Bonds will bear interest at 15% per annum, non-compounding.
Unless redeemed early, the Company will redeem the Bonds on the Maturity Date, at its discretion, in cash or by issuing new shares of the Company (2).
(1) After deduction of a financial commission equal to 3% (excluding VAT) of the nominal amount of the Bonds subscribed by each investor.
(2) At an issue price per share equal to the last closing market price of the Company's shares available prior to the Maturity Date.
Each Bondholder may also, at their discretion, request the early redemption of all or part of their Bonds from February 1, 2027 onwards. The Company will redeem the Bonds, at its discretion, in cash or by issuing new shares (3).
However, in order to proceed with redemption in new shares, the Company must, on the relevant redemption date, (i) have the necessary corporate authorizations to issue a sufficient number of new shares, and (ii) be in a position to issue the new shares at the applicable issue price. Otherwise, the Company will only be able to proceed with redemption in cash.
The Bonds will not be admitted to trading on a regulated market, multilateral trading facility, or any other trading platform.
Underlying new shares: The new shares of the Company issued, if applicable, upon early redemption or at maturity of the Bonds, will be ordinary shares carrying current dividend rights, conferring on their holders, upon delivery, all rights attached to existing ordinary shares as set out in the Company's Articles of Association.
The new shares of the Company will be subject to applications for admission to trading on Euronext Growth Paris. They will be immediately fungible with the Company's existing shares and tradable on the same line as the existing shares (FR0010424697 - ALENT).
STATEMENT ON NET WORKING CAPITAL
The Company certifies that, in its opinion, it has sufficient consolidated net working capital to meet its obligations over the next twelve (12) months.
IMPACTS OF THE TRANSACTION ON LIQUIDITY RISK MANAGEMENT AND FINANCING HORIZON
As of today, before taking into account the proceeds of the Private Placement, the Company has a cash runway until December 2028.
Although the proceeds of the Private Placement do not extend this cash runway, they enable the Company to strengthen its strategic reserve of Ethers.
RISK FACTORS
The Company reminds investors that the risk factors relating to the Company and its business are detailed in its 2024 Annual Financial Report, available on its website. The occurrence of any or all of these risks may have an adverse effect on the Company's business, financial position, results, development, or prospects.
(3) The number of shares to be issued will be equal to the quotient of (a) the nominal value of the Bonds plus accrued interest, multiplied by the number of Bonds subject to the early redemption request, and (b) an issue price per share equal, in this case, to the last closing market price of the Company's shares available prior to sending the early redemption request.
In addition, investors are invited to take into consideration the following risks:
Risks specific to the Bonds issued under the Private Placement:
- The Bonds will be fully redeemed in new shares of the Company or in cash in a single payment at maturity (i.e., July 31, 2030), unless redeemed early at the Bondholder's discretion;
- The market price of the Company's shares may fluctuate and fall below the subscription price of the shares issued, if any, upon early redemption or at maturity of the Bonds;
- The delivery of shares to Bondholders upon early redemption or at maturity, if applicable, may dilute the holdings of shareholders who did not participate in this transaction;
- The sale on the market of shares delivered to Bondholders upon early redemption or at maturity, if applicable, could have an adverse impact on the share price;
- In the event that shares are delivered to Bondholders upon early redemption or at maturity, if applicable, the volatility and liquidity of the Company's shares could fluctuate significantly.
Risks specific to the Company's new business activity:
- The price of Ether is subject to significant fluctuations, which could result in a rapid and material depreciation of the Ether held by the Company;
- Unlike traditional assets, the liquidity of Ether may be affected by sudden market changes, regulatory restrictions, or exchange platform malfunctions, making it more difficult to convert Ether into cash if needed;
- The regulatory and tax framework applicable to digital assets is rapidly evolving and differs across jurisdictions. Legislative changes or decisions by market authorities could adversely affect the Company's holding and use of Ether;
- Holding Ether requires strict security measures (secure digital wallets, private keys, cold storage protocols). Any security breach, loss of access to private keys, or cyberattack could result in the total or partial loss of Ether.
DILUTION
For reference, the impact of the Bond issuance on consolidated equity per share, based on (i) equity as of December 31, 2024, i.e., -€20.533, and (ii) the number of shares comprising the Company's share capital as of the date of this press release, i.e., 3,975,819 shares, would be as follows:
| Share of equity | ||
| Undiluted basis | Diluted basis (1) | |
| Before the Private Placement | -0,0052 € | -0,0039 € |
| After the issuance of 402,414 new shares in the event of redemption of the 20 Bonds in shares (2) | -0,0047 € | -0,0035 € |
- The diluted basis takes into account the 300,000 new shares that may result from the exercise of the 300,000 share warrants issued on June 26, 2025, the 333,040 new shares that may result from the exercise of the 333,040 share warrants issued on July 7, 2025, and the 278,464 new shares that may result from the exercise of the 278,464 share warrants issued on July 28, 2025.
- Theoretical calculations based on the Company's closing share price on August 8, 2025, i.e., €4.97. This dilution does not prejudge either the final number of shares to be issued or their issue price, which will be set according to the market price, as described above.
For reference, the impact of the Bond issuance on the shareholding of a shareholder holding 1% of the Company's share capital prior to the Private Placement, based on the number of shares comprising the Company's share capital as of the date of this press release, i.e., 3,975,819 shares, would be as follows:
| Shareholder's ownership | ||
| Undiluted basis | Diluted basis (1) | |
| Before the Private Placement | 1 % | 0,75 % |
| After the issuance of 402,414 new shares in the event of redemption of the 20 Bonds in shares (2) | 0,91 % | 0,69 % |
- The diluted basis takes into account the 300,000 new shares that may result from the exercise of the 300,000 share warrants issued on June 26, 2025, the 333,040 new shares that may result from the exercise of the 333,040 share warrants issued on July 7, 2025, and the 278,464 new shares that may result from the exercise of the 278,464 share warrants issued on July 28, 2025.
- Theoretical calculations based on the Company's closing share price on August 8, 2025, i.e., €4.97. This dilution does not prejudge either the final number of shares to be issued or their issue price, which will be set according to the market price, as described above.
SHARE CAPITAL BREAKDOWN OF THE COMPANY
The breakdown of the Company's share capital before and after completion of the Private Placement is as follows:
Before the Private Placement
| Number of shares | % | Share rights | % | |
| Shareholders | ||||
| Bloc ROMANYSZYN (1) | 1876703 | 47% | 3609138 | 63% |
| Treasury shares | 128346 | 3% | 128346 | 2% |
| Other shareholders | 1970770 | 50% | 1977697 | 35% |
| Total | 3975819 | 100% | 5715181 | 100% |
- Stéphane Romanyszyn holds shares in the Company both directly and indirectly, through Groupe Médiatique International, SR Capital Participations, and SR Capital Invest.
After the Private Placement, if all 20 Bonds are redeemed in 402,414 new shares
| Number of shares | % | Share rights | % | |
| Shareholders | ||||
| Bloc ROMANYSZYN (1) | 1876703 | 43% | 3609138 | 59% |
| Treasury shares | 128346 | 3% | 128346 | 2% |
| Other shareholders | 2373184 | 54% | 2380111 | 39% |
| Total | 4378233 | 100% | 6117595 | 100% |
- Stéphane Romanyszyn holds shares in the Company both directly and indirectly, through Groupe Médiatique International, SR Capital Participations, and SR Capital Invest.
CHANGE OF COMPANY NAME
It will be proposed at an extraordinary general meeting convened on September 3, 2025, to change the Company's corporate name in order to better reflect its recent strategic direction.
NUMBER OF ETHERS HELD TO DATE
The Company's current Ether strategic reserve contains 3.011 ETH.
Disclaimer
The issuance of the Bonds does not give rise to the publication of a prospectus subject to the approval of the French Financial Markets Authority (Autorité des marchés financiers).
This press release may not be published, transmitted, or distributed, directly or indirectly, in the United States of America, Canada, Japan, or Australia. This document and the information contained herein do not constitute an offer to sell or a solicitation of an offer to buy or subscribe for the securities of Entreparticuliers.com (the "Company").
No communication or information relating to the issuance of securities by the Company may be disseminated to the public in any country where registration or approval is required. No steps have been or will be taken in any country where such steps would be required. The issuance or subscription of the securities may be subject to specific legal or regulatory restrictions in certain countries. The Company assumes no liability for any violation of these restrictions by any person.
This document does not and shall not constitute a public offer, an offer to purchase, or a solicitation of public interest for a public offering. The distribution of this document may be subject to specific regulations in certain countries. Persons in possession of this document must inform themselves of and comply with any applicable local restrictions.
This document constitutes a promotional communication and not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as transposed in each member state of the European Economic Area.
With respect to the Member States of the European Economic Area (including France) (the "Member States"), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring the publication of a prospectus in any Member State. Consequently, the securities of the Company may only be offered in any Member State in accordance with the exemptions provided for in Article 1(4) of the Prospectus Regulation or in other cases not requiring the publication of a prospectus by the Company pursuant to Article 1 of the Prospectus Regulation and/or applicable regulations in that Member State.
For the purposes of this disclaimer, the expression "offer to the public" in relation to any securities of the Company in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for securities, as may be amended by the Member State.
This document does not constitute a public offering in France, and the securities referred to herein may only be offered or sold in France, pursuant to Article L. 411-2 of the French Monetary and Financial Code, only to a limited circle of investors within the meaning of the Prospectus Regulation. This document must not be distributed, directly or indirectly, in the United States. This document does not constitute an offer of securities or any solicitation to purchase securities of the Company in the United States or in any other jurisdiction where such an offer or solicitation may be subject to restrictions. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offering of its securities in the United States.
The distribution of this document (including any form of communication) is subject to the restrictions provided under Section 21 ("Restrictions on financial promotion") of the Financial Services and Markets Act 2000 ("FSMA"). This document is intended for and directed only at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments and are "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (iii) fall within Article 49(2)(a) to (d) ("high net worth companies," "unincorporated associations," etc.) of the Order, or (iv) any other persons to whom this document may lawfully be communicated (all such persons referred to in (i), (ii), (iii), and (iv) together being referred to as "Qualified Persons"). This document must not be used in the United Kingdom by persons who are not Qualified Persons. Any investment to which this document relates may be offered or entered into in the United Kingdom only with Qualified Persons.
About Entreparticuliers.com
ISIN Code: FR0010424697 | Ticker: ALENT
Listed on Euronext Growth since 2007, Entreparticuliers.com has historically operated as a real estate search platform. In April 2025, it began a shift toward decentralized finance, RWA tokenization, and a strategic Ethereum reserve.
Press Contact :
| Stéphane ROMANYSZYN |
| investisseurs@entreparticuliers.com |
- SECURITY MASTER Key: ympulJRmaJmYxp6baZhpZmGYZmxjkpWXm5Kcl5Rqa5yUa5yUx2qTZ8aYZnJkmm1v
- Check this key: https://www.security-master-key.com.
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