EQS-News: Carbios SA
/ Key word(s): Financing
This press release shall not be published, distributed or disseminated, directly or indirectly, in the United States of America, Australia, Canada or Japan Carbios announces the launch of a rights issue totalling around €122 million, likely to be increased to around €141 million if the extension clause is fully exercised Transaction details
Clermont-Ferrand, France, 22 June 2023 (06:30 CEST). Carbios (Euronext Growth Paris: ALCRB), a pioneer in the development and industrialization of biological technologies to reinvent the life cycle of plastics and textiles (the "Company"), announces today the launch of a capital increase in cash with pre-emptive subscription rights maintained for shareholders ("PSR") totalling an initial gross amount of around €122 million, likely to be increased to around €141 million if the extension clause is fully exercised (the "Capital Increase"). "In 2013, we presented a vision that one day our innovative technologies, inspired by nature, would revolutionize the life cycle of plastic and textiles to protect the planet and our oceans from plastic pollution. This ambitious promise is now becoming reality, backed by solid research results that have exceeded our expectations. It is now time to take our industrial and commercial project a step further with the commissioning in 2025, in France, of the world's first PET biorecycling plant, in partnership with Indorama Ventures, a leading producer of recycled PET for the bottle market[1]. To this end, Carbios enjoys strong support from public authorities[2], an ecosystem of global players in the Food & Beverage, cosmetics and apparel industries, and its strategic alliance with Novozymes, the world leader in enzyme production. It is with the aim of financing this plant, accelerating our R&D and the deployment of research activities for other polymers and other applications of our technologies, that we are launching this capital increase with the maintenance of pre-emptive subscription rights to let you take part in the acceleration of our growth. We are delighted that we already have the backing of our strategic shareholders, whose continued support reflects their confidence in this project's success, and their aim to tackle the global emergency of plastic pollution. We hope that the transaction we are offering today will receive your support, giving you the opportunity to be an integral part of this unifying project for the future," says Emmanuel Ladent, CEO of Carbios. Purpose of the Capital Increase The net proceeds from the issue of the Offered Shares (as defined below) will be used as follows:
In the event that the Extension Clause (as this expression is defined hereinafter) is partially or fully exercised, the Company is envisaging to use the additional net proceeds from the issue to accelerate the rollout of its research activities for other polymers and/or other applications of its technologies. The proceeds from the Capital Increase in the event of 100% fulfilment are estimated at around €118 million (which may be increased to around €136 million if the Extension Clause is fully exercised).
Financing of the construction the first industrial plant The global investment for the first plant is estimated to €230 million[3]. On the basis and subject to the terms and conditions of the memorandum of understanding signed with Indorama Ventures[4] (Carbios and Indorama Ventures intending to finalize the contractual documentation by the end of 2023), Indorama Ventures plans to mobilize about €110 million for the Joint Venture in equity and non-convertible loan financing[5]. The financing by Carbios of €120 million would include a financing of up to €42.5 million (in the form of subsidies) from the French State and the Grand-Est Region. The balance, i.e. c. €77.5 million, which will stagger until the commissioning, would be realised with a part of the Company's available cash position (amounting, as a reminder, to €83 million as at 31 May 2023), with the remainder of the non-collected subsidies and with a part of the proceeds of the issuance of the Offered Shares. Besides, the estimated breakdown of the financing of the first plant until the end of the first semester of 2024 shall be the following: €1.4 million during June 2023, €22 million during the second semester of 2023 and €35 million during the first semester of 2024, corresponding to the disbursements for various studies and the first instalments on orders made for "long-lead time" equipment that will be spread out until commissioning of the plant in 2025. In addition, the Company estimates its cash burn in relation to the coverage of its various costs (including operating costs and capital expenditure, excluding financing of the first plant) at approximately €32.5 million until the end of the first semester of 2024. Therefore, the global financing need until the end of the first semester of 2024 is estimated to €90.9 million, including 58.4 million in relation to the financing of the first plant and €32.5 million in relation to various costs (including operating costs and capital expenditure, excluding financing of the first plant). €16.6 million worth of subsidies are to be collected to complete the Company's cash position on this period (including €12.5 million in the form of subsidies from the French State and from the Grand-Est region relating to the financing of the plant). It is recalled that the Company's available cash position amounted to €83 million as at 31 May 2023. In the long run, it is envisaged that Carbios will enter into a licensing agreement with the joint venture. In Carbios' consolidated financial statements, intra-group financial flows are neutralized in accordance with current accounting standards. In addition to this licence agreement with its reference shareholder (Carbios), the joint venture is expected to enter into a supply agreement, a monomer supply agreement with Indorama Ventures and a royalty agreement on the PET produced by Indorama Ventures from these monomers.
Main terms and conditions of the Capital Increase The Capital Increase will be carried out with pre-emptive subscription rights maintained for shareholders, in accordance with the 11th and 12th resolutions of the combined general meeting of shareholders of 22 June 2022. Its completion will result in the issue of 4,833,648 new shares (the "New Shares"), which may be increased, if the Extension Clause is fully exercised, by 725,047 additional new shares (the "Additional New Shares" and together with the Initial Shares, the "Offered Shares") at the subscription price of €25.32 per Offered Share (or €0.70 in par value and €24,62 in share premium), to be fully paid up upon subscription by payment in cash, representing a gross amount, including share premium, of 122,387,967 euros, which may be increased to a gross amount of 140,746,157 euros, if the Extension Clause is fully exercised. Each shareholder of the Company will receive, on 23 June 2023, one (1) PSR per share registered on an accounting basis in his/her securities account at the end of the accounting day of 22 June 2023. Seven (7) PSR will entitle the holders to subscribe for three (3) Offered Shares as of right. Subscriptions for excess shares will be permitted. Offered Shares not subscribed for as of right will be assigned to PSR holders who have placed orders for excess shares and divided among them subject to a reduction in the event of oversubscription. Based on the closing price of the Carbios share on the Euronext Growth market in Paris on 20 June 2023, i.e. €40.10, the theoretical value of one (1) PSR is €4.43 and the theoretical value of the ex-rights share is €35.67. The subscription price per Offered Share represents a discount of -29% compared to the theoretical value of the Carbios ex-rights share and a nominal discount of -37% compared to the closing price of the Carbios share on the trading day preceding the Prospectus approval date, i.e. €40.10 on 20 June 2023. These values do not necessarily reflect the value of the PSR during their trading period, or the value of the Carbios ex-rights share or the haircuts, as they will be observed on the market. The Capital Increase will be open to the public exclusively in France. The PSR will be tradeable from 23 June 2023 to 5 July 2023 inclusive on the Euronext Growth Paris market under ISIN code FR0013251287. The Offered Shares will bear current dividend rights. They will be immediately assimilated to the Company's existing shares and will be traded under the same ISIN code FR0013156007 from 13 July 2023. Extension Clause Depending on demand, the Company may decide to increase the number of Initial Offered Shares by a maximum of 15%, i.e. a maximum number of 725,047 Additional Offered Shares (the "Extension Clause"). The decision to exercise the Extension Clause will be made by the Company, after consulting with the Global Coordinators and Joint Bookrunners, at the latest on the day on which the results of the Capital Increase are published, scheduled for 11 July 2023, and will be stated in the press release circulated by the Company and posted on the Company's website, and in the notice circulated by Euronext Paris S.A. announcing the results of the Capital Increase.
Indicative timetable for the Capital Increase
Guarantee The issuance of the Offered Shares is not covered by a guarantee agreement or an underwriting agreement. If the amount of subscriptions received totals less than three quarters of the Capital Increase decided upon, the Capital Increase would be cancelled. Investors who would have acquired pre-emptive subscription rights on the market would have acquired rights that would ultimately become not applicable, resulting in them making a loss equal to the price of acquiring the pre-emptive subscription rights (they would nevertheless be refunded the amount of their subscription upon exercising their pre-emptive subscription rights). On 21 June 2023, the Company concluded an agency contract with BNP Paribas, Bryan Garnier & Co, Bryan Garnier Securities and Natixis as global coordinators and joint bookrunners (the "Global Coordinators and Joint Bookrunners"). Under the terms of this agency contract, the Global Coordinators and Joint Bookrunners have agreed to assist the Company in connection with the subscription for Offered Shares to be issued as part of the Capital Increase by shareholders and any transferees of pre-emptive subscription rights. The Global Coordinators and Joint Bookrunners are not acting as guarantors in respect of the Capital Increase. Subscription commitments and subscription intent from the Company's main shareholders, members of its administrative or management bodies, or anyone intending to subscribe for more than 5% of the Offered Shares: On the Prospectus approval date, the Company has the following subscription commitments (the "Subscription Commitments"):
(1) Assuming that the Truffle Medeor FPCI (managed by Truffle Capital), which does not hold any of the Company's shares at the date of the Prospectus, subscribes on a reducible basis for the majority of the shares. It has irrevocably undertaken to subscribe to the Capital Increase, on a reducible and irreducible basis, for a total amount of 4 million euros. (2) Amount that would result from the sale of 70.99% of the preferential subscription rights at their theoretical value, i.e. 4.43 euros, by carrying out a blank transaction, reclassifying part of its preferential subscription rights (by any means, including the sale of blocks or the accelerated creation of an order book), in a proportion that would enable it to finance the exercise of the balance of its preferential subscription rights exclusively by using the net proceeds of this sale. (3) Amount that would result from the sale of 70.99% of the preferential subscription rights at their theoretical value, i.e. €4.43, in a "clean" transaction, by reclassifying part of its preferential subscription rights (by any means, including the sale of blocks or the accelerated creation of an order book), in a proportion that would enable it to finance the exercise of the remainder of its preferential subscription rights exclusively by using the net proceeds of this sale.
Company's lock-up agreement Starting from the signature of the Agency Contract and for a period of 120 calendar days following the date of the settlement-delivery of the Offered Shares, subject to certain usual exceptions.
Retention commitments of certain shareholders and directors of the Company The subscription undertakings signed by the shareholders BOLD Business Opportunity for L'Oréal Development, Michelin Ventures (also directors of the Company), Copernicus Wealth Management (also censor of the Company), Truffle Capital and Groupe L'Occitane, are subject to a lock-up commitment with effect from the date of signature of the said commitment and until the expiry of a period of 90 calendar days following the settlement-delivery date of the Offering Shares, covering both the shares acquired on the occasion of the issue and the shares previously held, subject to certain customary exceptions. With regard to management, the subscription undertakings signed by the directors wishing to participate in the transaction (Amandine De Souza, Sandrine Conseiller and Karine Auclair) are subject to a lock-up commitment from the date of signature of said undertaking until the expiry of a period of 90 calendar days following the settlement-delivery date of the Offering Shares, subject to certain customary exceptions, relating to shares held subsequent to the Issue, none of them being a shareholder of the Company prior to the Issue.
Terms of subscription
You have PSR attached to your Carbios shares, which entitle to you to subscribe as a priority, as of right, for the Offered Shares by applying the ratio of 3 Offered Shares for 7 PSR (1 existing share giving the right to 1 PSR).
You may also subscribe for the excess number of Offered Shares that you wish to, in addition to the number of Offered Shares resulting from the exercise of your PSR as of right. Any Offered Shares not absorbed by the irreducible subscriptions shall be distributed and allocated to the subscribers as excess shares. Subscription orders for excess shares will be served within the limit of their requests and in proportion to the number of PSR used in support of their subscription as of right, without resulting in an allocation of fractional Offered Shares. A reduction scale will be applied and communicated when the results of the Capital Increase are announced by Euronext Paris.
You can subscribe by acquiring PSR on the stock market from 23 June 2023 to 5 July 2023 inclusive, through the financial institution that handles your security account, and:
If the amount of subscriptions received totals less than three quarters of the Capital Increase decided upon, the Capital Increase would be cancelled. Investors who would have acquired pre-emptive subscription rights on the market would have acquired rights that would ultimately become not applicable, resulting in them making a loss equal to the price of acquiring the pre-emptive subscription rights (they would nevertheless be refunded the amount of their subscription upon exercising their pre-emptive subscription rights).
Impact on the distribution of the Company's share capital Based on the number of outstanding shares on the date of the Prospectus, information brought to the Company's knowledge on the shareholder structure on the date of the Prospectus and the Subscription Commitments, and on the assumption that the Capital Increase will be fully subscribed (excluding the exercise of the Extension Clause), the Company's shareholder structure would be as follows:
(1) Shares held by funds and/or individuals managed by Copernicus Wealth Management SA. (2) The "Directors" line in the table does not include holdings in BOLD Business Opportunity for L'Oréal Development or Michelin Ventures. Specific lines are devoted to them. BOLD Business Opportunity for L'Oréal Development, represented by Laurent SCHMITT, and Michelin Ventures, represented by Nicolas SEEBOTH, have been members of the Board of Directors since 23 June 2021. On the assumption that the Capital Increase will be fully subscribed and that the Extension Clause is fully exercised, the Company's shareholder structure would be as follows:
(1) Shares held by funds and/or individuals managed by Copernicus Wealth Management SA. (2) The "Directors" line in the table does not include holdings in BOLD Business Opportunity for L'Oréal Development or Michelin Ventures. Specific lines are devoted to them. BOLD Business Opportunity for L'Oréal Development, represented by Laurent SCHMITT, and Michelin Ventures, represented by Nicolas SEEBOTH, have been members of the Board of Directors since 23 June 2021. Based on the number of outstanding shares on the date of the Prospectus, information brought to the Company's knowledge on the shareholder structure and on the date of the Prospectus and the Subscription Commitments, on the assumption that the Capital Increase will be fully subscribed, the Company's shareholder structure would be as follows:
(1) In the event of the exercise of all securities giving access to the capital existing on the date of approval of the Prospectus by the AMF (i.e. 937,614 new shares resulting from the exercise of 640,686 BSPCEs and 296,928 BSAs). (2) Shares held by funds and/or individuals managed by Copernicus Wealth Management SA. (3) The "Directors" line in the table does not include holdings in BOLD Business Opportunity for L'Oréal Development or Michelin Ventures. Specific lines are devoted to them. BOLD Business Opportunity for L'Oréal Development, represented by Laurent SCHMITT, and Michelin Ventures, represented by Nicolas SEEBOTH, have been members of the Board of Directors since 23 June 2021. Information on the transaction: https://investir.carbios.com Information available to the public The Prospectus approved by the French Financial Markets Authority (Autorité des marchés financiers ("AMF")) on 21 June 2023 under number 23-236 consisting of (i) the universal registration document filed with the AMF on 12 April 2023 under number D.23-0263 (the "Universal Registration Document"), (ii) the amendment to the Universal Registration Document filed with the AMF on 21 June 2023 under number D.23-0263-A01 (the "Amendment"), the securities note (including the summary of the Prospectus) (the "Securities Note"), is available free of charge from Carbios (the "Company"), Site de Cataroux - 8 rue de la Grolière, 63100 Clermont-Ferrand, on the Company's website (https://carbios.fr/) and on the AMF's website (www.amf-france.org). Approval of the Prospectus should not be construed as a favourable opinion on the securities offered. Investors' attention is drawn to the risk factors set out in Chapter 3 "Risk Factors" of the Universal Registration Document and in Chapter 5 "Risk factors" of the Amendment, as well as in section 2 "Risk factors" of the Securities Note.
About Carbios : Carbios is a biotech company developing and industrializing biological solutions to reinvent the life cycle of plastic and textiles. Inspired by nature, Carbios develops enzyme-based processes to break down plastic with a mission to avoid plastic and textile pollution, and accelerate the transition to a circular economy. Its two disruptive technologies for the biorecycling of PET and the biodegradation of PLA are reaching industrial and commercial scale. Its biorecycling demonstration plant has been operational since 2021 and the first biorecycling plant in the world, in partnership with Indorama Ventures, is due to be commissioned in 2025. Carbios has received scientific recognition, notably with the cover of Nature, and is supported by prestigious brands in the cosmetics, Food & Beverage and apparel industries to enhance their products' recyclability and circularity. Nestlé Waters, PepsiCo and Suntory Beverage & Food Europe are members of a packaging consortium founded by Carbios and L'Oréal. On, Patagonia, PUMA, PVH Corp. and Salomon collaborate with Carbios in a textile consortium. Visit www.carbios.com/en to find out more about biotechnology powering plastic and textile circularity. Twitter: Carbios / LinkedIn: Carbios / Instagram: insidecarbios
Information on Carbios shares: Carbios, founded in 2011 by Truffle Capital, is eligible for the PEA-PME, a government program allowing French residents investing in SMEs to benefit from income tax rebates. For more information, please contact:
DISCLAIMER This press release and the information it contains are not an offer to sell or subscribe to, or a solicitation of an order to buy or subscribe the shares of Carbios in any country. This press release constitutes promotional material and is not a prospectus within the meaning of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation") which is part of domestic law of the United Kingdom in accordance with the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). This press release does not constitute and shall not be deemed to constitute a public offer, an offer to purchase or subscribe or to solicit the public interest in a transaction by way of a public offer. This press release does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States. The shares or any other securities of Carbios may not be offered or sold in the United States except pursuant to a registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from such registration requirement. Carbios shares will only be offered or sold outside the United States and in offshore transactions in accordance with Regulation S under the Securities Act. Carbios does not intend to register the offering in whole or in part in the United States or to make a public offer in the United States. With respect to the member states of the European Economic Area other than France (the "Member States"), no action has been undertaken or will be undertaken to make an offer to the public of shares of the Company requiring the publication of a prospectus in any Member States. As a result, any shares of the Company may only be offered in Member States (i) to qualified investors, as defined by the Prospectus Regulation; (ii) to fewer than 150 natural or legal persons, other than qualified investors (as defined in the Prospectus Regulation) by Member States; or (iii) in any other circumstances, not requiring the Company to publish a prospectus as provided under Article 1(4) of the Prospectus Regulation; and provided that none of the offers mentioned in paragraphs (i) to (iii) above requires the publication of a prospectus by the Company pursuant to Article 3 of the Prospectus Regulation, or a supplement to the Prospectus Regulation pursuant to Article 23 of the Prospectus Regulation. For the purposes of the provisions above, the expression "offer to the public" in relation to any securities in any 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 Member State. These selling restrictions with respect to Member States apply in addition to any other selling restrictions which may be applicable in the Member States. This document does not constitute an offer of securities to the public in the United Kingdom and is only directed at "qualified investors" (as defined in the Prospectus Regulation) and 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, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2) (a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order or (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 Services and Markets Act 2000) in connection with the offer or sale of any securities may be lawfully communicated, directly or indirectly (all such persons being together referred to as the "Authorized Persons"). This press release is addressed only to Authorized Persons and may not be used by any person other than an Authorized Person. Certain information contained in this press release are forward looking statements, not historical data and should not be construed as a guarantee that the facts and data stated will occur. These forward looking statements are based on data, assumptions and estimates considered reasonable by Carbios . Carbios operates in a competitive and rapidly evolving environment. It is therefore not in a position to anticipate all risks, uncertainties or other factors that may affect its business, their potential impact on its business or the extent to which the materialization of a risk or combination of risks could lead to results that differ significantly from those mentioned in any forward looking statement. Carbios draws your attention to the fact that forward looking statements are in no way a guarantee of its future performance and that its actual financial position, results and cash flows and the development of the sector in which Carbios operates may differ significantly from those proposed or suggested by the forward-looking statements contained in this document. In addition, even if Carbios' financial position, results, cash flows and developments in the industry in which it operates are consistent with the forward looking information contained in this document, such results or developments may not be a reliable indication of Carbios' future results or developments. This information is given only as of the date of this press release. Carbios makes no commitment to publish updates to this information or on the assumptions on which it is based, except in accordance with any legal or regulatory obligation applicable to it. The distribution of this press release may, in certain countries, be subject to specific regulations. Consequently, persons physically present in these countries and in which the press release is disseminated, published or distributed must inform themselves and comply with these laws and regulations. This press release shall not be published, distributed or disseminated, directly or indirectly, in the United States of America, Australia, Canada or Japan. BNP Paribas, Bryan, Garnier & Co Limited, Bryan Garnier Securities and Natixis (the "Underwriters") are acting exclusively for Carbios and no one else in connection with the offer of new shares and will not regard any other person as their respective clients and will not be responsible to anyone other than CARBIOS for providing the protections afforded to their respective clients in connection with any offer of new shares of CARBIOS or otherwise, nor for providing any advice in relation to the offer of new shares, the content of this press release or any transaction, arrangement or other matter referred to herein. In connection with the offering of ordinary shares of Carbios , the Underwriters and any of their affiliates may take up a portion of the ordinary shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of Carbios or related investments in connection with the offer of ordinary shares of Carbios or otherwise. Accordingly, references in the Prospectus to the new ordinary shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Underwriters and any of their affiliates acting in such capacity. In addition, the Underwriters and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of shares. The Underwriters do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this press release (or whether any information has been omitted from this press release) or any other information relating to Carbios , its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. [1] See press release of 1 June 2023 22.06.2023 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Language: | English |
| Company: | Carbios SA |
| 11, rue Patrick Depailler, La Pardieu | |
| 63000 Clermont-Ferrand | |
| France | |
| E-mail: | contact@carbios.fr |
| Internet: | www.carbios.com |
| EQS News ID: | 1662673 |
| End of News | EQS News Service |
1662673 22.06.2023 CET/CEST
