- Camlin subscribed to new bonds convertible into Vinpai Shares for €3.3 million
- This subscription was completed exclusively through the set-off of receivables against the nominal amount of the convertible bonds issued on February 24, 2025
Regulatory News:
This press release must not be published, distributed or transmitted, directly or indirectly, in the United States of America, Australia, Canada, South Africa or Japan.
Vinpai (ISIN:FR001400AXT1; ticker: ALVIN), a specialist in the design, manufacture and marketing of algae- and plant-based functional ingredients for the food and cosmetics industries ("Vinpai" or the "Company"), today announces that Camlin Fine Sciences Limited ("Camlin"), has subscribed to 3,300 convertible bonds issued by the Company today (the "OC10-2025") exclusively by way of set-off against the nominal amount of the bonds convertible into Vinpai shares issued to the benefit of Camlin on February 24, 20251 (the "OC02-2025"), for a total amount of €3.3 million.
This purpose of this issue is to extend the maturity of the convertible bonds financing granted by Camlin to December 31, 2025, which was initially set on October 25, 2025, i.e. beyond the completion of Camlin's acquisition of a majority stake in the Company (the "Block Acquisition"), which is anticipated to be completed on November 12, 2025.
In this context, the Company's Chief Executive Officer has today decided, pursuant to the sub-delegation granted by the Company's Board of Directors on October 1, 2025, in accordance with the terms of the 22nd resolution of the Company's combined general meeting dated June 26, 2025, to issue 3,300 OC10-2025 to Camlin for an amount of €3.3 million. Camlin subscribed today to the 3,300 OC10-2025 by way of set-off against the nominal amount of the 3,300 OC02-2025.
The main features of the OC10-2025 are the same as those of the OC02-2025 issued by the Company on February 24, 20252, except for their maturity date, which has been set by the Company's Chief Executive Officer as December 31, 2025.
The OC10-2025 bonds will be admitted to trading on Euronext Growth Paris on October 27, 2025. Camlin has granted to the Company has granted to the Company a lock-up undertaking until the full conversion or reimbursement of the OC10-2025, subject to customary exceptions.
This issue does not require the publication of a prospectus requiring the approval of the French Financial Markets Authority (Autorité des marchés financiers) or an information document containing the information set out in Annex IX of Regulation (EU) no. 2017/1129 of the European Parliament and of the Council of June 14, 2017.
About Vinpai
Vinpai is an ingredien'tech company specializing in the design, manufacture and marketing of algae, plants, mineral and fiber-based functional ingredients offering manufacturers natural alternatives to chemical additives. Positioned in the most promising market segments, Vinpai now supports manufacturers in the food industry, its historical market, cosmetics and nutraceuticals, thanks to cross-technologyknow-how, enabling them to increase the nutritional qualities of their finished products. The combination and association of ingredients and food additives allows manufacturers to accelerate their development, optimize their production costs and generate profitability. Operating from two sites, in Saint-Dolay (Morbihan) and near the port of Saint-Nazaire, Vinpai has developed more than 3,500 formulas and now has 43 employees. In 2024, the Company generated revenues of €9.2 million, including more than 70% of which from exports, and generates sales in more than 36 countries.
For further information: www.vinpai.com
Disclaimer
This press release does not constitute an offer to sell nor a solicitation of an offer to buy Vinpai shares in any country, nor shall there be any sale of shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
This press release constitutes an advertisement and not a prospectus within the meaning of Regulation (EU) no. 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation"). Any decision to purchase shares must be made solely on the basis of publicly available information on the Company.
In France, the issue of bonds convertible into Vinpai shares described above was reserved to an investor falling into the category of beneficiaries defined in the twenty-second resolution of the Company's combined general meeting dated June 26, 2025, pursuant to article L. 228-91 of the French commercial code and applicable regulatory provisions. Pursuant to article 211-3 of the French financial markets authority (Autorité des marchés financiers) (the "AMF") general regulations and articles 1(4) and 3 of the Prospectus Regulation, the said issue of convertible bonds will not require the publication of a prospectus approved by the AMF. This issue does not require the publication of an information document containing the information set out in Annex IX of the Prospectus Regulation.
With respect to Member States of the European Economic Area, no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus or an information document containing the information set out in Annex IX of Prospectus Regulation in any Member State. Therefore, such securities may not be and shall not be offered in any Member State other than in accordance with the exemptions of article 1(4) of the Prospectus Regulation or, otherwise, in cases not requiring the publication by the Company of a prospectus under article 3 of the Prospectus Regulation or an information document containing the information set out in Annex IX of the Prospectus Regulation and/or any other similar document under the applicable regulations in such Member State.
This press release and the information it contains are being distributed to and are only intended for persons who are (x) outside the United Kingdom or (y) in the United Kingdom, who constitute "qualified investors" (as this term is defined in the Prospectus Regulation which forms part of domestic law pursuant to European (Withdrawal) Act 2018) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order ("high net worth companies", "unincorporated associations", etc.) or (iii) other persons to whom an invitation or inducement to participate in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (y)(i), (y)(ii) and (y)(iii) together being referred to as "Relevant Persons"). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be available to and engaged with Relevant Persons. This press release is solely intended for Relevant Persons and any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
This press release and the information contained therein does not, and will not, constitute an offer of securities for sale, nor the solicitation of an offer to purchase, Vinpai securities in the United States of America or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of Vinpai have not been and will not be registered under the Securities Act, and the Company does not intend to conduct a public offering of Vinpai securities in the United States of America.
The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
The information contained in this press release does not constitute an offer of securities in the United States of America, in Australia, in Canada, in South Africa, in Japan nor in any other country. This press release shall not be published, transmitted or distributed, directly or indirectly, into the territory of the United States of America, Australia, Canada, South Africa or Japan.
1 See Vinpai's press releases dated February 24, 2025 and September 29, 2025.
2 For details on the main features of the OC02-2025, please refer to the appendix to Vinpai's press release dated February 24, 2025.
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Contacts:
Vinpai
Philippe Le Ray
Chief Executive Officer
investors@vinpai.com
NewCap
Théo Martin
Aurélie Manavarere
Investor Relations
vinpai@newcap.eu
T.: 01 44 71 94 94
NewCap
Nicolas Mérigeau
Media Relations
vinpai@newcap.eu
T.: 01 44 71 94 98
