Evry, 29 March 2023 : Global Bioenergies (the “Company”) announces the result of its capital increase with preferential subscription rights (“PSRs”), for which the subscription period ran from 10 to 24 March 2023 (the “Offering”), with €5.6 million in funds raised.
Samuel Dubruque, Chief Financial Officer of the Company, said: “We would like to thank all of our shareholders who participated in this operation, enabling Global Bioenergies to roll out its roadmap. This transaction giving priority to our shareholders was carried out in a particularly turbulent stock market environment.”
Marc Delcourt, Chief Executive Officer and co-founder of the Company, said: ” We will use these funds to :
- strengthen our current production chain and generate strong short-term revenue growth
- complete the financing of the 2,000-ton plant carried out by our subsidiary ViaViridia by the summer,
- and prepare the subsequent exploitation of the process, on a larger scale, in the sustainable aviation fuel market.
ASTM certification of our process is expected in the coming weeks.”
Result of Offering
At the end of the subscription period, overall demand (on an irreducible, reducible and unrestricted basis) reached 2,574,934 new shares (the “New Shares”) subscribed at a unit price of €2.07, 11.7% below the closing price on 28 March 2023[1], representing 71.3% of the initial gross amount of the Offering, broken down as follows:
- 2,080,266 New Shares on an irreducible basis representing 81% of total New Shares;
- 283,585 New Shares on a reducible basis representing 11% of total New Shares;
- 211,083 New Shares on an unrestricted basis representing 8% of total New Shares.
The entire subscription demand on an irreducible, reducible and unrestricted basis was satisfied.
In accordance with their subscription commitments, Marc Delcourt, Chief Executive Officer and co-founder of the Company, and the L’Oréal Group, through its BOLD (Business Opportunities for L’Oréal Development) private equity fund, participated in the Offering on an irreducible basis in the amount of €160 thousand and €980 thousand respectively.
During the subscription period, the Cristal Union Group also subscribed in proportion to its share of the Company’s capital (1.3%), in the amount of €100 thousand.
Given that the total amount of subscriptions, on an irreducible, reducible and unrestricted basis, represented slightly less than 75% of the initial gross amount of the Offering (€5.3 million), this engaged to a limited extent (€0.3 million) the underwriting commitments made by 12 qualified investors (the “Underwriters”), who undertook to subscribe for New Shares not subscribed by the end of the subscription period up to a maximum amount of €4,482,500 representing up to 75% of the initial gross amount of the Offering. Accordingly, 132,518 New Shares were issued and allocated among the Underwriters in proportion to their underwriting commitments as follows:
| New Shares allocated | |
| Alpha Blue Ocean | 114,175 |
| Dynasty AM | 8,869 |
| Sully Patrimoine | 5,912 |
| Diede Van Den Ouden | 3,562 |
| Total | 132,518 |
Reminder on use of Offering proceeds
The gross amount of the Offering, including the share premium, is €5,604,426, i.e. €5.1m net of transaction costs (including €269 thousand for the Underwriters), and is intended to provide the Company with the means to finance:
- working capital requirements for the Horizon 2 production line (approximately 50% of the Offering proceeds);
- further preliminary design studies for the Horizon 3 plant, known as ViaViridia (approximately 40%);
- additional R&D to further reduce process costs with a view to exploitation at Horizon 4 for the production of sustainable aviation and road fuels (approximately 10%).
After the completion of the Offering, the Company’s cash position stands close to €11 million. Given its aim to progressively reduce the gap between cash in and cash out, the Company has a financial visibility beyond 12 months.
Settlement-delivery
Settlement-delivery and admission of the New Shares to trading on Euronext Growth Paris is scheduled for 31 March 2023 according to the provisional timetable. The New Shares will carry full dividend rights, will be immediately fungible with existing Company shares and will be traded on the same line as those shares under the same ISIN code (FR0011052257 – Symbol: ALGBE).
After settlement-delivery, the Company’s share capital will stand at €887,443.05, comprising 17,748,681 shares with a par value of €0.05 each.
Impact of Offering on shareholding structure
The following table shows the breakdown of share capital and voting rights before and after completion of the Offering on an undiluted basis:
| Before completion of the Offering | After completion of the Offering | |||
| Number of shares and theoretical voting rights | Percentage of capital and theoretical voting rights | Number of shares and theoretical voting rights | Percentage of capital and theoretical voting rights | |
| BOLD Business Opportunities for L’Oréal Development | 1,972,206 | 13.11% | 2,445,532 | 13.78% |
| Marc Delcourt | 389,748 | 2.59% | 467,046 | 2.63% |
| Cristal Union | 201,180 | 1.3% | 249,456 | 1.41% |
| Treasury shares | 8,729 | 0.06% | 2,217 | 0.01% |
| Free float | 12,469,546 | 82.94% | 14,584,610 | 82.17% |
| TOTAL | 15,041,409 | 100% | 17,748,861 | 100% |
Impact of Offering on existing shareholdings
The impact of the issuance of the New Shares on the shareholding of a shareholder holding 1% of the Company’s share capital prior to the Offering and not subscribing for the Offering is as follows:
| Shareholding (%) | ||
| Undiluted basis | Diluted basis[2] | |
| Before issuance of the New Shares via the Offering[3] | 1% | 0.83% |
| After issuance of 2,707,452 New Shares via the Offering | 0.85% | 0.72% |
Retention and lock-up undertakings
The Offering provided for no retention or lock-up undertakings.
Prospectus
Pursuant to the provisions of Article L. 411-2-1 1° of the French Monetary and Financial Code and Article 211-2 of the General Regulation of the Autorité des Marchés Financiers (“AMF”), the Offering does not require the submission of a prospectus to the AMF for approval, given that the total amount of the offer calculated over a twelve-month period does not exceed €8 million.
Risk factors
The Company notes that the risk factors relating to the Company and its business are set out in its 2022 half-year financial report and 2021 annual financial report, which are available free of charge on the Company’s website (https://www.global-bioenergies.com/rapport-semestriel-2022/ and https://www.global-bioenergies.com/rapport-financier-annuel-2021/?lang=en).
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 documents are unchanged at the date of this press release.
Financial intermediary
TP ICAP Midcap acted as Global Coordinator.
Share details
Name: Global Bioenergies
ISIN code: FR0011052257
Symbol: ALGBE
Listing market: Euronext Growth Paris
LEI: 969500H46XRAMTMVB676
About GLOBAL BIOENERGIES
Global Bioenergies converts plant-derived resources into compounds used in the cosmetics industry, as well as the energy and materials sectors. After launching the first long-lasting and natural make-up brand LAST® in 2021, Global Bioenergies is now marketing Isonaturane® 12, its key ingredient, to major cosmetics companies to improve the naturalness of their formulas whilst improving their carbon footprint. In the long run, Global Bioenergies is also aiming at cutting CO2 emissions in the aviation and road sector and thereby curb global warming. Global Bioenergies is listed on Euronext Growth Paris (FR0011052257 – ALGBE).
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Disclaimer
This press release does not constitute an offer of sale or solicitation of a purchase offer, nor will there be any sale of ordinary shares in any State or jurisdiction where such an offer, solicitation or sale would be unlawful in the absence of registration or approval under the securities laws of said State or jurisdiction.
The distribution of this press release may be subject to specific regulations in some countries. Persons in possession of this document are required to ascertain and comply with any local restrictions.
This press release constitutes a promotional communication and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the “Prospectus Regulation”).
Pursuant to the provisions of Article L. 411-2-1 1° of the French Monetary and Financial Code and Article 211-2 of the AMF General Regulation, the Offering does not require the submission of a prospectus to the AMF for approval, given that the total amount of the offer calculated over a twelve-month period does not exceed €8,000,000.
In the case of the Member States of the European Economic Area (other than France) and the United Kingdom (the “States Concerned”), no action has been or will be taken to permit a public offering of securities requiring the publication of a prospectus in any of the States Concerned. Accordingly, the securities may be and will be offered solely to (i) qualified investors within the meaning of the Prospectus Regulation, in the case of any investor in a State Concerned, or within the meaning of Regulation (EU) 2017/1129 as incorporated into domestic law under the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), in the case of any investor in the United Kingdom, (ii) fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation or UK Prospectus Regulation, as the case may be), or (iii) in accordance with the exemptions provided for in Article 1(4) of the Prospectus Regulation, or in other cases that do not require Global Bioenergies to publish a prospectus under the Prospectus Regulation, the UK Prospectus Regulation and/or the regulations applicable in these States Concerned.
This press release is not disseminated and has not been approved by an authorised person within the meaning of Section 21(1) of the Financial Services and Markets Act 2000. Accordingly, this press release is solely addressed to and intended for persons located outside the United Kingdom, (i) 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”) (ii) persons referred to in Article 49(2) (a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order or (iii) any other persons to whom an invitation or inducement to engage in investment activities (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issuance or sale of any security may be lawfully disclosed or communicated (all such persons being referred to as “Authorised Persons”). Any invitation, offer or agreement relating to the subscription, purchase or acquisition of the securities covered by this press release may only be addressed to or entered into with Authorised Persons. All persons other than Authorised Persons shall refrain from using or relying on this press release and the information it contains.
This press release may not be published, distributed or disseminated in the United States (including its territories and possessions). This press release does not constitute an offer or solicitation to purchase, sell or subscribe for securities in the United States. The financial securities mentioned in this press release have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any securities regulation applicable in any state or other jurisdiction in the United States and may not be offered or sold in the United States without registration under the Securities Act, except under an exemption scheme or in connection with a transaction not subject to registration under the Securities Act. Global Bioenergies does not intend to register the offer in whole or in part in the United States under and in accordance with the Securities Act or to make a public offering in the United States.
This press release may not be distributed, directly or indirectly, in the United States, Canada, Australia, South Africa 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 the extent to which the materialisation of any risk or combination of risks may cause results to differ significantly from those mentioned in any forward-looking statement. This information is given only as at 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 drawn up in French and in English. In the event of a conflict between the two versions, the French version shall prevail.
[1] At the time of finalizing this press release, the closing price of 29 March 2023 was not yet known.
[2] Including the 2,394,616 ordinary warrants, 719,499 founders’ warrants and 65,562 bonus shares awarded by the Company at the date of this press release
[3] Calculations based on the number of shares comprising the share capital at the date of this press release, i.e. 15,041,409 shares