DJ ENOGIA: ENOGIA secures EUR2 million in financing from Vatel Capital, which can be increased to EUR3 million - Transaction to support the Turbo 2028 plan
ENOGIA
ENOGIA: ENOGIA secures EUR2 million in financing from Vatel Capital, which can be increased to EUR3 million - Transaction
to support the Turbo 2028 plan
22-Dec-2025 / 18:00 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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ENOGIA secures EUR2 million in financing from Vatel Capital, which can be increased to EUR3 million
Transaction to support the Turbo 2028 plan
Marseille, 22 December 2025 - 6.00 p.m.
ENOGIA (ISIN code: FR0014004974 - ticker: ALENO), an expert in micro-turbomachinery for the energy transition, today
announces that it has secured EUR2.04 million in financing in the form of two tranches of convertible bonds, subscribed
predominantly by funds managed by Vatel Capital (FCPI DIVIDENDES PLUS 12 and FCPI DIVIDENDES PLUS 13) and with a
minority portion taken up (Alexander Investments and Duna & Cie S.A., both of which are also long-standing shareholders
of the Company).
Following on from this transaction, ENOGIA is continuing discussions with Vatel Direct regarding the potential issuance
of an additional tranche of straight bonds in a nominal amount of EUR1.0 million. Issuance of this prospective tranche
would be subject to the approval of the competent bodies and the finalisation of the relevant documentation. A
dedicated announcement will be made in due course if this tranche is issued.
Strong commercial performance confirmed by recent successes, particularly in South Korea
This transaction comes against a backdrop of strong commercial momentum. ENOGIA recently announced the signing of a
major contract in South Korea to equip a hydrogen fuel cell park at the Lotte Fine Chemical site (Ulsan), which is
expected to contribute to revenue from 2026 (see press release dated 18 December 2025). As also mentioned in that press
release, the Company currently has a robust order book, with significantly higher order intake than last year. It is
also highly confident that it will achieve its 2025 targets. As a reminder, the company is targeting revenue growth of
over 50%, as well as positive free cash flow and net income.
Support for the Turbo 2028 strategic plan
Unveiled in 2025, the Turbo 2028 strategic plan aims to achieve profitable and sustainable growth, with target revenue
of EUR25 million and a 20% EBITDA margin by 2028. The bond tranches announced today are intended first to enable the
repayment of ENOGIA's outstanding bond debt to the LITA.co platform by the end of 2026, and second to finance the
plan's key initiatives, thereby enhancing ENOGIA's financial visibility for the execution of Turbo 2028, in particular
in terms of:
-- Commercial acceleration and international rollouts (Europe and Asia)
-- Industrial capacity, improved delivery times and securing of working capital requirements related to growth
-- Development of the services offering (maintenance, optimisation, LTSA) and strengthening of the recurring revenue
model
-- Continuation of the R&D/innovation roadmap for turbomachinery and system integration.
Transaction designed to protect shareholders and reward performance
-- Key/long-term investors: the transaction is backed by Vatel Capital and Vatel Direct, recognised players in the
financing of listed SMEs, with an approach built on long-term support.
-- Controlled dilution: conversion only becomes relevant if the share price has risen materially, except in the event
of default. In the absence of such an increase, the bonds will be redeemed in accordance with their terms.
-- Clear allocation: the proceeds are intended to support ENOGIA's ability to execute Turbo 2028 (industrial ramp-up,
international deployment and services) and secure the investment schedule.
-- Flexibility/peace of mind/execution: the tranche structure and the combination of maturities and redemption
profiles provide a financial management tool that supports growth and profitability.
Arthur Leroux, ENOGIA Chairman and CEO, said: "ENOGIA's strong commercial momentum, recently demonstrated by our
success in South Korea, enhances our visibility and execution capacity. With these three bond tranches, we are
strengthening our financial flexibility and securing the financing of Turbo 2028 through to its term. The conversion
prices set at a premium on the relevant tranches reflect clear alignment of interests: value creation is shared if and
only if the share price performance materialises. This structure gives us the peace of mind we need to step up the pace
and deliver."
Key terms of the transaction
The total bond financing of EUR2.04 million consists of two issues of bonds convertible into shares, each in the amount
of EUR1.02 million:
(i) a first issue of EUR1.02 million of bonds convertible into shares ("OCAO251"); and (ii) a second issue of EUR1.02
million of bonds convertible into shares ("OCAO252").
The number of new shares issued upon conversion is determined by dividing the nominal amount of the bonds converted by
the applicable conversion price (rounded down to the nearest whole share, fractional shares being forfeited), as per
the issue agreements.
Description of the Convertible Bonds
OCAO251
Number of bonds issued 1,020,000
Par value of bonds EUR1
Maturity of bonds 5.5 years (repayment of principal at maturity)
Annual interest rate 8%, payable semi-annually
At the Bondholders' initiative
In the event of default: conversion possible at the VWAP for the 3 days preceding the
request, less a 20% discount.
Conversion price At the Bondholders' initiative: at any time at the fixed price of EUR6.25 (rounded down to the
nearest whole share, fractional shares being forfeited).
At the Company's initiative
At the Company's initiative: conversion possible at the fixed price of EUR6.25, only if the
5-day VWAP exceeds EUR12.50.
Capitalised In the absence of conversion, an additional 0.10% on the interest rate, capitalised and
non-conversion premium payable on redemption.
Early redemption Possible at the Company's request, subject to two months' notice and an indemnity of 2% of
principal (as per the agreement).
OCAO252
Number of bonds issued 1,020,000
Par value of bonds EUR1
Maturity of bonds 4.5 years (repayment of principal at maturity)
Annual interest rate 7.8%, payable semi-annually
At the Bondholders' initiative
In the event of default: conversion possible at the VWAP for the 3 days preceding the
request, less a 20% discount.
Conversion price At the Bondholders' initiative: at any time at the fixed price of EUR5.75 (rounded down to the
nearest whole share, fractional shares being forfeited).
At the Company's initiative
At the Company's initiative: conversion possible at the fixed price of EUR5.75, only if the
5-day VWAP exceeds EUR11.50.
Capitalised In the absence of conversion, an additional 0.10% on the interest rate, capitalised and
non-conversion premium payable on redemption.
Early redemption Possible at the Company's request, subject to two months' notice and an indemnity of 2% of
principal (as per the agreement).
Theoretical impact on existing shareholders
Impact of the issue on equity per share (based on shareholders' equity as at 30 June 2025, i.e. EUR7,247,000, and the number of shares comprising the Company's share capital as of the date of this press release, i.e. 6,287,532 shares)
Equity per share Before issue EUR1.15 After issue of 163,200 new shares upon conversion of OCAO251(1) EUR1.12 After issue of 177,391 new shares upon conversion of OCAO252(1) EUR1.12 After issue of 340,591 new shares upon conversion of OCAO251 and OCAO252(1) EUR1.09
(1) These calculations are purely theoretical and are based on conversion prices of EUR6.25 for OCAO251 and EUR5.75 for OCAO252.
Moreover, this dilution does not prejudge either the final number of shares to be issued or their issue price, which will be determined based on the share price, in accordance with the terms described above.
Impact of the issue on the position of a shareholder holding 1% of the Company's capital based on the number of shares comprising the Company's share capital as of the date of this press release, i.e. 6,287,532 shares)
Shareholding (in %) Before issue 1% After issue of 163,200 new shares upon conversion of OCAO251(1) 0.97% After issue of 177,391 new shares upon conversion of OCAO252(1) 0.97% After issue of 340,591 new shares upon conversion of OCAO251 and OCAO252(1) 0.95%
(1) These calculations are purely theoretical and are based on conversion prices of EUR6.25 for OCAO251 and EUR5.75 for OCAO252.
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