- Capital increase aimed at institutional investors and at retail investors (via the PrimaryBid platform)
- Irrevocable subscription commitments from the L’Oréal group and the Cristal Union group, the historical shareholders
- Closing of the offering before the markets open tomorrow morning
Evry, 13 December 2021: Global Bioenergies (the “Company”), the only company in the world to have developed a process to convert plant-derived resources into isododecane and other compounds used in the cosmetics industry, as well as in the energy and materials sectors, is today announcing the launch of a capital increase aimed at institutional investors, and at retail investors (via the PrimaryBid platform) (the “Offering”).
The purpose of the Offering is to provide the Company with the means to:
- continue the commercial development, finish the construction, start the industrial production and finance the working capital requirements of the Pomacle-Bazancourt unit: production of biosourced isododecane intended for the niche make-up market (for approximately 50% of the funds raised by the Offering);
- conduct the engineering work and roll out the projected plant, which in 2024 will produce at the scale of 1,000 tons to supply the larger skincare and haircare markets (for approximately 25% of the funds raised by the Offering);
- pursue R&D efforts aimed at reducing the operating cost of the process for a use in commodity and sustainable aviation fuel applications within five years, and diversify commercial opportunities (for approximately 25% of the funds raised by the Offering).
Marc Delcourt, Chief Executive Officer and co-founder of the Company, said: “The commissioning of our new Pomacle-Bazancourt unit in early 2022 will allow us to market the initial tons of our biosourced isododecane to industrialists wishing to take a more natural approach to their longwear make-up ranges. Several discussions have been initiated in this regard, all of which have focused on multi-year arrangements aimed at giving industrialists increasing access to this innovative ingredient. We are already planning to scale up to thousands of tons to address the adjacent skincare and haircare markets, with the aim of starting production in 2024.”
The Offering will be carried out in two distinct but concomitant parts:
- issue of new shares without preferential subscription rights in favor of the Company’s commercial or industrial partners and/or private equity funds investing in the biotechnology, green energy, cosmetics or retail sectors, pursuant to Article L. 225-138 of the French Commercial Code (the “Issue Reserved for a Category of Persons”);
- public offering to retail investors via the PrimaryBid platform, which will be carried out according to a proportional allocation to the demands, within the limit of the amount allocated to this offer to the public, and with allocations reduced in the event of excess demand, if any, on the basis of Article L. 225-136 of the French Commercial Code (the “PrimaryBid Offering”).
The Offering, without preferential subscription rights for shareholders, will be carried out pursuant to the 9th and 11th resolutions of the General Meeting of 18 June 2021.
The total amount of the Offering, which is expected to be approximately €10M (of which a maximum of €1M for the PrimaryBid Offering), will therefore depend exclusively on the orders received for each of the aforementioned parts, without the possibility of reallocation of the amounts allocated from one to another. It is specified that the PrimaryBid Offering is ancillary to the Issue Reserved for a Category of Persons and represents less than 33% of the initial amount (as well as the final amount realized if any) of the Issue Reserved for a Category of Persons. In any event, the PrimaryBid Offering will not be completed if the capital increase resulting from the Issue Reserved for a Category of Persons is not carried out.
The Issue Reserved for a Category of Persons will be carried out by means of an accelerated bookbuilding process, at the end of which the number and price of the new shares will be determined. The subscription price of the new shares will be the same for each of the parts of the Offering and will be determined in accordance with the 9th and 11th resolutions of the General Meeting of 18 June 2021.
The Offering will start immediately at the close of trading on Monday 13 December 2021. The PrimaryBid Offering will close at 10:00 p.m., the Issue Reserved for a Category of Persons is expected to close before the markets open on Tuesday 14 December 2021, subject to early closing or extension.
The Company will announce the result of the Offering, the dilution and the new shareholding structure in a press release as soon as possible after the order book is closed. The final number of new shares, the amount of the subscription price and the discount will be decided by the Chief Executive Officer using the sub-delegation granted to him by the Board of Directors at its meeting of 24 November 2021 pursuant to the 9th and 11th resolutions of the General Meeting of 18 June 2021.
The new shares will be assimilated with the existing shares and will be the subject of an application for admission to trading on Euronext Growth on the same line. The settlement-delivery and admission to trading of the new shares on Euronext Growth would take place on 16 December 2021.
Subscription intentions and commitments of the main shareholders and new investors
As part of the Offering, the L’Oréal group, through its BOLD Business Opportunities for L’Oréal Development private equity fund, has undertaken, subject to certain conditions, to subscribe in proportion to its stake of the Company’s capital (i.e. 13.3%) in a maximum amount of €2M.
The Cristal Union group, via its Cristal Financière holding company, has also undertaken, subject to certain conditions, to subscribe in the amount of €150K.
The Company notes that the risk factors relating to the Company and its business are set out in its 2020 annual financial report, which is available free of charge on the Company’s website (https://www.globalbioenergies-invest.com/information-reglementee/documents-de-reference-et-rapports-annuels/).
The materialisation of some or all of these risks could have an adverse impact on the Company’s business, financial position, results, development or outlook. The risk factors set out in the aforementioned document are unchanged as of the date of this press release.
Investors should also consider the following risks specific to the Offering:
- the market price of the shares could fluctuate and fall below the subscription price of the shares issued in connection with the Offering;
- the volatility and liquidity of the Company’s shares could fluctuate significantly;
- sales of the Company’s shares could occur on the market and have an adverse impact on the Company’s share price; and
- the Company’s shareholders could suffer a potentially significant dilution resulting from possible future capital increases.
TP ICAP Midcap is acting as sole Lead Manager and Bookrunner.
Within the framework of the PrimaryBid Offering, investors will only be able to subscribe via the PrimaryBid partners mentioned on the PrimaryBid website (https://primarybid.fr/).
Pursuant to the provisions of Article 211-3 of the General Regulation of the Autorité des Marchés Financiers (AMF) and Articles 1.4 and 3 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, the Offering will not give rise to a prospectus approved by the AMF.
About GLOBAL BIOENERGIES
Global Bioenergies has developed a process to convert plant-derived resources into a family of compounds used in the cosmetics industry as well as the energy and materials sectors. In 2021, the Group entered the market with the launch of LAST®, its own make-up brand with formulas based on a key ingredient produced via its technology. The Company is constantly seeking to enhance the performance of its process while gradually ramping up production capacities in order to supply ingredients to major cosmetics manufacturers, thereby promoting naturalness in the industry whilst improving its carbon footprint. Some of these compounds can also be used to produce renewable plastics, rubbers and paints. Lastly, Global Bioenergies is also aiming to reduce CO2 emissions in the aviation sector and thereby curb global warming. Global Bioenergies is listed on Euronext Growth Paris (FR0011052257 – ALGBE).
Head of Investor Relations & Corporate Communication
Tel.: +33 (0)1 64 98 20 50
This press release, and the information contained herein, do not constitute an offer to sell or subscribe, or the solicitation of an order to buy or subscribe, for the shares of the Company in any country.
Pursuant to the provisions of Article 211-3 of the General Regulation of the Autorité des Marchés Financiers (the “AMF”), and Articles 1.4 and 3 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”), the Offering will not give rise to a prospectus approved by the AMF.
The distribution of this press release may be subject to specific regulations in some countries. Consequently, persons physically present in those countries and in which the press release is circulated, published or distributed must inform themselves of and comply with those laws and regulations.
This press release constitutes a promotional communication and not a prospectus within the meaning of the Prospectus Regulation.
This press release does not constitute an offer to sell securities or any solicitation of an offer to buy or subscribe for securities in the United States of America. The shares or any other securities of the Company may only be offered or sold in the United States of America following a registration under the U.S. Securities Act of 1933 (the “Securities Act”), as amended, or pursuant to an exemption from such registration requirement. The Offering may exceptionally be aimed at a limited number (i) of qualified institutional buyers in the United States of America (“qualified institutional buyers” or “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended and/or (ii) institutional accredited investors (“institutional accredited investors” or “IAI”) within the meaning of Rule 501 (a) (1), (2), (3), (7), (8), (12) or (13) of Regulation D of the Securities Act pursuant to an exemption from registration in accordance with Section 4(a)(2) of the Securities Act, notably within the framework of the Issue Reserved for a Category of Persons, subject to entering into the categories determined in accordance with Article L. 225-138 of the French Commercial Code (Code de commerce). The shares of the Company will only be offered or sold outside the United States of America and in the framework of offshore transactions in accordance with Regulation S of the Securities Act. The Company does not intend to register the Offering in whole or in part in the United States of America or to make a public offering in the United States of America.
With respect to Member States of the European Economic Area, no action has been or will be taken to permit a public offering of the securities covered by this press release requiring the publication by the Company of a prospectus in a Member State other than France. Accordingly, the shares of the Company may not be offered and will not be offered in any Member State other than France, except in cases not requiring the publication by the Company of a prospectus under the Prospectus Regulation and/or the regulations applicable in that Member State.
As regards the United Kingdom, the press release is intended solely for persons who (i) are investment professionals within the meaning of Section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as currently in force, hereinafter the “Financial Promotion Order”), (ii) are referred to in Section 49(2) (a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activities (within the meaning of Section 21 of the Financial Promotion Order) in connection with the issue or sale of any securities may lawfully be communicated, directly or indirectly (all such persons together being referred to as the “Authorised Persons”). This press release is intended for Authorised Persons only and may not be used by any person other than an Authorised Person.
This press release must not be published, distributed or circulated, directly or indirectly, in the United States of America, Canada, Australia or Japan.
This press release contains information on the objectives of the Company as well as forward-looking statements. This information is not historical data and should not be interpreted as a guarantee that the stated facts and data will materialise. This information is based on data, assumptions and estimates considered reasonable by the Company. The Company cannot anticipate all the risks, uncertainties or other factors that may affect its business, their potential impact on its business or to what extent the materialisation of any risk or combination of risks could have results significantly different from those mentioned in any forward-looking statement. This information is given only as of the date of this press release. The Company makes no commitment to issue updates of this information or the assumptions on which it is based, except as may be required by any legal or regulatory obligation.
Lastly, this press release may be issued in French and in English. In the event of differences between the two texts, the French version shall prevail.