Evry (France), on 26 June 2019
Global Bioenergies (the “Company“) announces today having successfully closed its capital increase, launched on 20 June 2019 and conducted through a public offer without preferential subscription rights and without priority subscription period for shareholders (the “Offer“), for a total amount (issue premium included) of approximately €17m.
The purpose of the Offer is to provide the Company with the means to:
- complete the development of the Isobutene process at laboratory scale, pilot scale and demo scale (for around 58% of the proceeds of the issuance);
- continue the R&D efforts to adapt the process to the use of second-generation and third-generation resources (for around 20% of the proceeds of the issuance);
- participate in financing the front-end engineering design (FEED) phase of the first plant, to be conducted by IBN-One, and support IBN-One in its fund-raising efforts to start the construction of the plant (for around 10% of the proceeds of the issuance);
- finance the regular running costs of the Company (for around 12% of the proceeds of the issuance).
It is reminded that the proceeds of the fundraising are not intended to finance the construction of the IBN-One plant, for which the research of necessary funds is ongoing (for a total need of 140 M€).
Samuel Dubruque, Chief Financial Officer of Global Bioenergies, said: “The participation of L’Oréal (via its fund BOLD Business Opportunities for L’Oréal Development) and our historical shareholder CM-CIC (via its structures CM-CIC Investissement SCR and CM-CIC Innovation) has been decisive. The strong participation of both institutional funds and individuals, in spite of difficult market conditions, underlines the trust granted to Global Bioenergies.”
Marc Delcourt, Chief Executive Officer of Global Bioenergies, concluded: “The Company bears the responsibility which goes hand in hand with the trust we have been granted, and will not spare its efforts to achieve the ambitious goals it has set for itself.”
The new shares issued as part of the Offer have been placed via:
- a public offer in France in the form of a fixed price offer, mainly dedicated to individuals (the “Fixed Price Offer“); and
- a global placement mainly dedicated to institutional investors (the “Global Placement“), comprising (i) a private placement in France and (ii) a private international placement.
The subscription price of the new shares represents a discount of 15,4% on the volume weighted average price over the last 3 trading sessions preceding the setting of the price.
The global demand amounts to 3,639,475 shares, i.e. a subscription rate close to 100% of the initial size of the Offer.
The capital increase of a total amount, issue premium included, of 16,923,558.75 euros, is made by issuing 3,639,475 new shares, representing 71.7% of the Company’s existing capital before the transaction.
Following the transaction, the capital of Global Bioenergies will thus amount to 435,946.50 euros and will be composed of 8,718,930 shares.
Subscriptions from institutional investors, including CM-CIC (CM-CIC Innovation and CM-CIC Investissement SCR) and the L’Oréal Group, via its investment fund BOLD Business Opportunities for L’Oréal Development, have been entirely allocated, as all other subscribers.
A representative of BOLD Business Opportunities for L’Oréal Development will be appointed as an observer on the Company’s Board of Directors, pursuant to the terms of its subscription agreement.
The breakdown of the Company’s equity, before completion of the Offer, at the date of the AMF’s visa on the Prospectus, was as follows:
The breakdown of the Company’s equity, following completion of the Offer, will be as follows:
To the Company’s knowledge, no other shareholder holds, directly or indirectly, alone or in concert, more than 5% of the capital or voting rights of the Company.
The delivery-settlement and listing of the new shares on the Euronext Growth Paris market are expected on 28 June 2019.
This Offer is managed by Gilbert Dupont as the sole Lead Manager and Bookrunner.
Availability of the Prospectus
Global Bioenergies has filed its Registration Document dated 4 March 2019 with the French Financial Markets Authority (AMF) under number D.19-0091 (the “2018 Registration Document“).
Copies of the Registration Document are available free of charge at the registered office of Global Bioenergies – 5, rue Henri Desbruères, 91000 Evry – France. This document may also be examined online on the sites of the AMF (www.amf-france.org) and of the Company (www.global-bioenergies.com).
The prospectus (the “Prospectus“) with visa n°19-275 dated 19 June 2019 comprises (i) the 2018 Registration Document, (ii) a securities note (the “Securities Note“); and (iii) the summary of the Prospectus (included in the Securities Note).
Copies of the Prospectus are available free of charge at the registered office of Global Bioenergies – 5, rue Henri Desbruères, 91000 Evry – France. This document may also be examined online on the sites of the AMF (www.amf-france.org) and of the Company (www.global-bioenergies.com).
Before deciding whether to invest, investors should consider the risk factors referred to in chapter 4 of the 2018 Registration Document (provided that the risk factors in this chapter have been updated as displayed in section 10.5.1 of the Securities Note), as well as chapter 2 of the Securities Note. The occurrence of one or more of these risks could have a negative impact on the business, financial situation, results, development or outlook of Global Bioenergies.
About GLOBAL BIOENERGIES
Global Bioenergies is the only company in the world to have developed a conversion process for renewable resources (residual sugars, agricultural and forestry waste) into isobutene, one of the petrochemical building blocks that can be converted into ingredients for cosmetics, petrol, kerosene, LPG and plastics. Global Bioenergies continues to improve the performance of its process, conducts trials on its demo plant in Germany and is preparing the first full-sized plant in a Joint‐Venture with Cristal Union. Global Bioenergies is listed on Euronext Growth in Paris (FR0011052257 – ALGBE).
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This press release and the information it contains does not amount to an offer to sell or subscribe, nor a solicitation to buy or subscribe shares in Global Bioenergies in any country.
In certain countries the issuance of this press release may be subject to specific regulations. Consequently, natural persons in those countries in which the press release is issued, published or distributed, should be aware of these regulations and regulations and comply with them.
This press release is a promotional document and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 (as amended, in particular, by Directive 2010/73/EU of the European Parliament and the Council of 24 November 2010 as modified and transposed in each of the Member states of the European Economic Area) (the “Prospectus Directive”).
This press release is not, and should not be considered as, a public offering, an offer of purchase or subscription, or intended to solicit public interest in a public offering.
This press release is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States of America. Shares, or any other securities, of Global Bioenergies may only be offered or sold in the United States of America following registration under the U.S. Securities Act of 1933, as amended, or as part of an exemption to this registration obligation. Shares in Global Bioenergies will only be offered or sold outside the United States of America and as offshore transactions, in accordance with Regulation S of the Securities Act. Global Bioenergies does not intend to register the offer in full or in part in the United States of America nor to conduct a public offering in the United States of America.
For those Member States of the European Economic Areas having transposed the Prospectus Directive, no action has been taken nor will be taken to enable a public offering of the securities referred to in this press release requiring the publication by Global Bioenergies of a prospectus in a Member state other than France. Consequently, shares in Global Bioenergies may not be offered and will not be offered in any Member States other than France, except in compliance with exemptions under article 3(2) of the Prospectus Directive, if they have been transposed in that Member State or in the other cases where the Company is not required to publish a prospectus under article 3(2) of the Prospectus Directive and/or regulations applicable in that Member State.
In the case of the United Kingdom, the press release is only intended for those who (i) are investment professionals within the meaning of article 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 covered by article 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) those who have been invited or induced to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) for the issue or disposal of any securities that may be legally communicated, directly or indirectly (these persons being referred to collectively as “Authorised Persons”). This press release is aimed only at Authorised Persons and may not be used by anyone other than an Authorised Person.
 Subject to the approval of the Company’s General Meeting of Shareholders.