Issue of all warrants (BEOCABSA) to Bracknor Investment Group and issue of a second tranche of convertible bonds with warrants attached for a total of €750,000
Evry, France and Dubai, United Arab Emirates, 28 October 2016 – Global Bioenergies (Alternext Paris: ALGBE) today announced the implementation of the flexible bond financing with Bracknor Investment Group through a private offering of 14 bond warrants “BEs” on convertible bonds “OCAs” with equity warrants attached “BSAs” OCAs and BSAs together make up “OCABSAs”, and with the bond warrants are termed “BEOCABSAs.” This financing deal had been announced in a Global Bioenergies press release on 23 September 2016.
As stated in the press release issued on 23 September 2016, Global Bioenergies issued a first tranche of 20 OCABSAs to Bracknor Investment, with a par value of €750,000, based on the 8th Resolution of the Combined General Shareholders’ Meeting held on 3 June 2015. This press release also stated that, subject to shareholder approval at today’s Extraordinary General Meeting, the next 280 OCABSAs would be issued in 14 tranches of €750,000 each without pre-emptive rights for Bracknor Investment Group, on the exercise by Bracknor of its no-cost bond warrants. These warrants obligate Bracknor to purchase the bonds, subject to the fulfilment of certain conditions specified in the press release.
The Global Bioenergies Extraordinary General Meeting held today voted in favour of implementing this financing deal.
By virtue of the delegation of authority granted to the Board of Directors by the First Resolution of this EGM, and pursuant to Article L. 225-138 of the French Commercial Code and the contract between Bracknor Investment Group and Global Bioenergies signed on 22 September 2016, the Board of Directors meeting on 28 October 2016 voted to issue 14 BEOCABSAs to Bracknor Investment Group.
As part of this financing arrangement, Bracknor today exercised a second bond warrant resulting in the issue by Global Bioenergies of 20 OCABSAs at €37,500 par value each, and one OCA at the same par value (without attached warrants), in payment of the lump-sum commitment fee for this transaction.
The features of the BEs, the OCAs and the BSAs are spelled out in the Global Bioenergies press release of 23 September 2016, available on www.global-bioenergies.com. In the event that the share price reaches double the exercise price of certain BSAs, 80% of these BSAs must be exercised on simple request by Global Bioenergies. Also on the website, an updated table keeps track of the bond warrants (BEs), the convertible bonds (OCAs), the equity warrants (BSAs) and the number of Global Bioenergies shares outstanding.
Note that this transaction does not call for creating a prospectus subject to AMF approval.
The impact of issuing the 280 OCABSAs and the 14 OCAs (if the maximum ceiling is reached) on the investment of a shareholder holding 1% of the Company’s capital prior to the issue and not subscribing to the bonds, calculated on the number of shares comprising the capital at 27 October 2016, would be as follows:
|Theoretical investment in the capital of the Company||On the basis of shares outstanding as of this date
|Basis diluted by instruments issued prior to 28/10/2016|
|Before the issue of new ordinary shares in the Company resulting from the conversion of all of the OCAs and the exercise of all of the BSAs in tranches 2 to 15||1.00%||0.90%|
|FINANCING BY ISSUE OF OCABSAs:|
|Following the issue of 33,439 new ordinary shares of the Company resulting only from the conversion of the tranche 2 OCAs||0.99%||0.89%|
|Following the issue of 15,126 additional new ordinary shares from the exercise of BSAs attached to the tranche 2 OCAs||0.99%||0.88%|
|Following the issue of 434,707 additional new ordinary shares in the Company from the conversion of the OCAs in tranches 3 to 15||0.87%||0.79%|
|Following the issue of 196,651 additional new ordinary shares from the exercise of the BSAs attached to the OSAs of tranches 3 to 15||0.83%||0.75%|
The dilution from tranches 3 to 15 was calculated based on the calculations for tranche 2 issued today, i.e. a volume-weighted average price of €24.7994. This dilution does not prejudice either the final number of shares to be issued or their issue price, which will be set according to the quoted market price, as set out in the press release of 23 September 2016.
You are reminded that Global Bioenergies suspended its PACEO (equity-line contract) with Société Générale on 23 September 2016.
François-Henri Reynaud, CFO of Global Bioenergies, explains: “This new financing secures the Company’s cash at least until the end of the Bracknor contract, while also improving share liquidity.”
Marc Delcourt, CEO of Global Bioenergies, states: “Flexible financing is a good match for our current situation, with the company growing rapidly in an improving macro-economic environment.”
CEO of Bracknor Investment, Pierre Vannineuse, notes: “This second tranche of the total financing continues our relationship with Global Bioenergies. We are extremely satisfied with progress thus far. Following this approval by the General Meeting, we are committed to proactively supporting the company’s growth in the long term.”
About GLOBAL BIOENERGIES
Global Bioenergies is one of the few companies worldwide, and the only one in Europe, that is developing a process to convert renewable resources into hydrocarbons through fermentation. The Company initially focused its efforts on the production of isobutene, one of the most important petrochemical building blocks that can be converted into fuels, plastics, organic glass and elastomers. Global Bioenergies continues to improve the performances of its process, operates its industrial pilot, is completing the construction of its demo plant in Germany, and prepares the first full-scale plant through a Joint-Venture with Cristal Union, named IBN-One. The company also replicated its achievement to propylene and butadiene, two members of the gaseous olefins family, key molecules at the heart of petrochemical industry. Global Bioenergies is listed on Alternext, Euronext Paris (FR0011052257 – ALGBE).
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Bracknor Capital Ltd is the Investment Manager platform of Bracknor Investment (A Dubai UAE incorporated investment vehicle). Bracknor’s mandate is to invest globally in SMEs that bears unique competitive advantages and true potential, providing them with paramount working capital or growth capital needed to foster and ignite their growth.
Bracknor, through its Chairman, Mr Aboudi Gassam, is backed up by the Saudi Group MS Group (Jeddah) -http://mscc.com.sa and aim to activate intra portfolio synergies to bring relevant opportunities and cooperative developments to Bracknor’s portfolio companies particularly in the GCC (Gulf Cooperation Council) Region.
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