Partial exercise of the over-allotment option for €8.3 million
Final amount of the capital increase of €118.3 million
Signing and implementation of a liquidity contract with Portzamparc
Nantes, France, June 17, 2022 - Lhyfe (the "Company"), an independent green hydrogen producer for low carbon industry and mobility, announces the end of the stabilisation period and the partial exercise by Portzamparc of the over-allotment option for 59.5% in the context of its initial public offering on the Euronext® regulated market in Paris (ISIN code: FR0014009YQ1 - Ticker symbol: LHYFE).
This transaction results in the issuance of 952,718 additional ordinary shares (out of a maximum of 1,600,000 shares) at the offer price of €8.75, representing a total amount of €8.3 million.
As a result, the free float now represents approximately 22.3 % of Lhyfe's share capital (on a non-diluted basis). The total number of ordinary shares offered in the context of the initial public offering of the Company amounts to 13,524,147 shares, thus increasing the size of the capital increase to c.€118.3 million after the settlement-delivery of the additional new ordinary shares expected on 21 June 2022.
Following the settlement-delivery, Lhyfe's share capital will consist of €479,004.48 divided into 47,900,448 ordinary shares.
End of the stabilisation period
The Group has received notification that Portzamparc, acting as stabilisation agent in the context of the first admission to trading of ordinary shares of Lhyfe on the Euronext® regulated market in Paris, has carried out stabilisation activities (as defined in Article 3.2(d) of Regulation (EU) No 596/2014 of the European Parliament and the Council of 16 April 2014 on market abuse (the "Market Abuse Regulation")) on the following securities:
| Issuer: | Lhyfe |
| Securities: | Ordinary shares with a par value of EUR 0.01 (ISIN: FR0014009YQ1) |
| Offering size: | 12,571,429 ordinary shares (excluding the over-allotment option) |
| Offer price: | EUR 8.75 per ordinary share |
| Market: | Euronext Paris |
| Stabilisation agent: | Portzamparc |
The stabilisation period, which started on 23 May 2022, ended on 17 June 2022. Pursuant to Article 6, paragraph 3, of the Commission delegated regulation (EU) 2016/1052 of 8 March 2016 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures (the "Delegated Regulation"), Lhyfe, on the basis of the information provided by Portzamparc, is publishing in this press release the information relating to the stabilisation activities carried out by Portzamparc as stabilisation agent:
| Execution date | Intermediary | Buy/Sell | Number of shares | Average transaction price | Lowest/Highest price | Total amount | Market |
| 23/05/2022 | Portzamparc | Buy | 408,781 | €8.5612 | €8.10/€8.75 | €3,499,655.90 | Euronext Paris |
| 24/05/2022 | Portzamparc | Buy | 80,000 | €8.4549 | €8.15/€8.66 | €676,392.00 | Euronext Paris |
| 25/05/2022 | Portzamparc | Buy | 31,350 | €8.4663 | €8.345/€8.470 | €265,418.51 | Euronext Paris |
| 26/05/2022 | Portzamparc | Buy | 5,000 | €8.5700 | €8.57/€8.57 | €42,850.00 | Euronext Paris |
| 27/05/2022 | Portzamparc | Buy | 6,000 | €8.6400 | €8.64/€8.64 | €51,840.00 | Euronext Paris |
| 30/05/2022 | Portzamparc | Buy | 12,097 | €8.6295 | €8.54/€8.66 | €104,391.06 | Euronext Paris |
| 31/05/2022 | Portzamparc | Buy | 2,000 | €8.6599 | €8.650/€8.699 | €17,319.80 | Euronext Paris |
| 01/06/2022 | Portzamparc | Buy | 14,250 | €8.4044 | €8.25/€8.54 | €119,762.70 | Euronext Paris |
| 02/06/2022 | Portzamparc | Buy | 7,263 | €8.4711 | €8.23/€8.55 | €61,525.60 | Euronext Paris |
| 03/06/2022 | Portzamparc | Buy | 6,821 | €8.5193 | €8.45/€8.56 | €58,110.15 | Euronext Paris |
| 06/06/2022 | Portzamparc | Buy | 5,800 | €8.5122 | €8.506/€8.668 | €49,370.76 | Euronext Paris |
| 07/06/2022 | Portzamparc | Buy | 6,900 | €8.4899 | €8.439/€8.500 | €58,580.31 | Euronext Paris |
| 08/06/2022 | Portzamparc | Buy | 1,500 | €8.6000 | €8.6/€8.6 | €12,900.00 | Euronext Paris |
| 09/06/2022 | Portzamparc | Buy | 3,000 | €8.5981 | €8.545/€8.600 | €25,794.30 | Euronext Paris |
| 10/06/2022 | Portzamparc | Buy | 2,500 | €8.4889 | €8.458/€8.500 | €21,222.25 | Euronext Paris |
| 13/06/2022 | Portzamparc | Buy | 16,020 | €7.7077 | €7.66/€8.35 | €123,477.35 | Euronext Paris |
| 14/06/2022 | Portzamparc | Buy | 5,000 | €7.7816 | €7.693/€7.800 | €38,908.00 | Euronext Paris |
| 15/06/2022 | Portzamparc | Buy | 12,000 | €7.9663 | €7.848/€8.000 | €95,595.60 | Euronext Paris |
| 16/06/2022 | Portzamparc | Buy | 17,000 | €7.5044 | €7.500/€8.014 | €127,574.80 | Euronext Paris |
| 17/06/2022 | Portzamparc | Buy | 4,000 | €7.4325 | €7.410/€7.804 | €29,730.00 | Euronext Paris |
In accordance with Article 6, paragraph 2, of the Delegated Regulation, the detailed list of transactions is available on Lhyfe's website (www.lhyfe-finance.com).
This press release is issued also on behalf of Portzamparc pursuant to Article 6, paragraph 3, of the Delegated Regulation.
Breakdown of capital and voting rights
Following the initial public offering and the partial exercise of the over-allotment option, the share capital and the voting rights of the Company are distributed as follows:
| Shareholders | Non-diluted basis | Diluted basis3 | ||||
| Number of shares | % of shares | % voting rights | Number of shares | % of shares | % voting rights | |
| Fresh Future1 | 8,950,000 | 18.68% | 26.62% | 9,120,000 | 17.80% | 25.60% |
| Employees | 1,050,000 | 2.19% | 3.12% | 2,410,000 | 4.70% | 4.90% |
| Noria2 | 7,540,611 | 15.74% | 16.42% | 7,540,611 | 14.71% | 15.64% |
| Vendée Hydrogène | 4,668,400 | 9.75% | 10.41% | 4,668,400 | 9.11% | 9.92% |
| Les Saules | 3,770,305 | 7.87% | 8.21% | 4,039,212 | 7.88% | 8.20% |
| EDPR | 2,857,142 | 5.96% | 4.25% | 2,857,142 | 5.58% | 4.05% |
| Ouest Croissance | 2,535,880 | 5.29% | 5.51% | 2,535,880 | 4.95% | 5.25% |
| Andera Smart Infra 1 SLP | 1,904,816 | 3.98% | 2.83% | 1,904,816 | 3.72% | 2.70% |
| Océan Participations | 1,267,840 | 2.65% | 2.75% | 1,267,840 | 2.47% | 2.62% |
| Mitsui & Co Ltd. | 1,269,842 | 2.65% | 1.89% | 1,269,842 | 2.48% | 1.80% |
| Swen Impact Fund for Transition | 840,332 | 1.75% | 1.25% | 1,680,668 | 3.28% | 2.38% |
| CDC (Banque des Territoires) | 537,811 | 1.12% | 0.80% | 1,075,626 | 2.10% | 1.52% |
| Société Financière Lorient Développement | 40,464 | 0.08% | 0.06% | 40,464 | 0.08% | 0.06% |
| Free float | 10,667,005 | 22.27% | 15.86% | 10,837,005 | 21.15% | 15.35% |
| TOTAL | 47,900,448 | 100.00% | 100.00% | 51,247,506 | 100.00% | 100.00% |
1 Company owned at 100% by Mr Matthieu Guesné.
2 Of which 537,811 shares held by Noria Invest SRL and 7,002,800 shares held by Noria SAS, its 100% owned subsidiary.
3 Considering the 1,700,000 shares that may result from the exercise of outstanding BSPCEs and BSAs at the date of this press release and the 1,378,151 and 268,907 shares that may result respectively from the full conversion of OCA LB2 and OCA LB2 Bis, on the basis of a market value of the Company's shares equal to the offer price.
Signing and implementation of a liquidity contract
Lhyfe also announces that it has entrusted Portzamparc with the implementation of a liquidity contract, in accordance with the legal framework in force, and in particular with the provisions of the French Financial Markets Authority's (AMF) decision n° 2021-01 of 22 June 2021. This liquidity contract complies with the AMAFI Charter of Ethics and is concluded for a period of one year, automatically renewable, taking effect as of 20 June 2022. A sum of € 500,000 in cash has been allocated to a liquidity account open with Portzamparc.
Execution of the liquidity contract may be suspended:
- under the conditions referred to in article 5 of the AMF decision n° 2021-01 of 22 June 2021; and
- at any time upon Lhyfe's request, under its responsibility, and in specific situations, such as a share trading halt, exceptional market conditions, if Lhyfe no longer have share buyback authorisations or if the share is listed outside the thresholds authorized by the Company's shareholders' meeting.
The liquidity contract may be terminated at any time and without prior notice by Lhyfe, at any time by Portzamparc subject to a one month notice.
About Lhyfe
Created in Nantes in 2017, Lhyfe produces and supplies renewable green hydrogen for mobility and industry. Its production plant and its commercial pipeline will allow access to renewable green hydrogen in industrial quantities and form part of a virtuous energy model benefitting the environment. It is a member of France Hydrogène and Hydrogen Europe. Lhyfe inaugurated its first green hydrogen industrial production site in September 2021. It currently has 93 projects in its pipeline across Europe, of which 20 in advanced development by 2026, to contribute in mobility and industry decarbonization. A research program started in 2019 should also lead to the start of a test phase in real conditions for the world's first floating electrolyzer linked to a floating wind farm planned for fall 2022.
For more information go to Lhyfe.com
Contacts
| Investor relations LHYFE Maria Pardo Saleme - CFO +33 (0)7 86 30 68 26 maria.pardosaleme@lhyfe.com | Financial press relations ACTUS Manon Clairet +33 (0)1 53 67 36 73 mclairet@actus.fr | Business press relations Nouvelles Graines Clémence Rebours +33 (0)6 60 57 76 43 c.rebours@nouvelles-graines.com |
Disclaimer
This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer.
The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is 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"). The prospectus approved by the AMF is available on the AMF's website (www.amf-france.org) and Lhyfe's website (www.lhyfe.com).
European Economic Area
In France, an offer of securities to the public may only be made pursuant to a prospectus approved by the AMF. With respect to the member States of the European Economic Area other than France (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Relevant Member State. As a result, the securities may not and will not be offered in any Relevant Member State except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation, or under any other circumstances which do not require the publication by Lhyfe of a prospectus pursuant to the Prospectus Regulation and/or to applicable regulations of that Relevant Member State.
For the purposes of the provisions above, the expression "offer to the public" in relation to any securities in any Relevant Member State, means any communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities in that Relevant Member State.
These selling restrictions with respect to Relevant Member States apply in addition to any other selling restrictions which may be applicable in the Relevant Member States.
United States of America
This document is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This document does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act").
The securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
United Kingdom
This document does not constitute an offer of securities to the public in the United Kingdom. In the United Kingdom, this document is only being distributed to, and is only directed at "qualified investors" (as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and who (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person other than a Relevant Person should not act or rely on this document or any of its content.
Any investment decision to buy securities must be made solely on the basis of publicly available information regarding Lhyfe. This announcement cannot be used as basis for any investment agreement or decision.
General
This document may not be distributed, directly or indirectly, in or into the United States of America, Australia, Canada or Japan.
MiFID II product governance
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer"(for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities offered in the offering (the "Offered Shares") have been subject to a product approval process, which has determined that the Offered Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares offer no guaranteed income and no capital protection; and an investment in the Offered Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment for any particular client of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offered Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Offered Shares and determining appropriate distribution channels.
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