Regulatory News:
THIS PRESS RELEASE MAY NOT BE PUBLISHED, DISTRIBUTED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION WHERE THE OFFER OR SALE OF SECURITIES WOULD CONSTITUTE A VIOLATION OF APPLICABLE LEGAL PROVISIONS
Hoffmann Green Cement Technologies (ISIN: FR0013451044, Ticker: ALHGR) (« Hoffmann Green Cement or the Company »), an industrial player committed to the decarbonation of the construction sector that designs and markets innovative clinker-free cements, announces the completion of a second issuance of bonds convertible into new shares and/or exchangeable for existing shares (obligations option de conversion et/ou d'échange en actions nouvelles ou existantes - OCEANE) (the "Convertible Bonds") subscribed by funds managed by Odyssée Venture1 for a nominal amount of approximately EUR 5 million. The Convertible Bonds will expire on 22 May 2029 (the "Maturity Date
Julien BLANCHARD and David HOFFMANN, Co-founders of Hoffmann Green Cement Technologies, say"Following on from what we achieved with the Eiffel Investment Group investment fund, we announce today that we are completing the second phase of this financing transaction, structured in two tranches, under comparable conditions. Odyssée Ventures' commitment, an investor specializing in the financing of French growth companies, enables us to support our business growth by investing in our production capacity, R&D and national and international sales offensive. This financing has been completed on advantageous financial terms for both the Company and its shareholders. Odyssée Ventures' interest, following Eiffel Investment Group's, also confirms the attractiveness of our business model. "
Aim of the transaction
The aim of the issuance of Convertible Bonds is to provide the Issuer with additional resources to support the deployment of its industrial and commercial strategy, with attractive financial terms and a limited potential dilution. The funds raised will be used particularly to:
- Strengthen the Group's production capacity;
- Research and development of innovative solutions;
- Strengthen the commercial team.
Terms and conditions of the transaction
Main terms of the Convertible Bonds
Nominal value Interest rate Maturity
The issuance represents a nominal amount of EUR 4,999,963.65, corresponding to the issuance of 407,495 Convertible Bonds with a nominal value of EUR 12.27 each.
The subscription price of the Convertible Bonds is equal to their nominal value.
The nominal value of the Convertible Bonds represents a premium of 20% over the average closing price of Hoffmann Green Cement shares on the Euronext Growth market over the 60 trading days preceding their issuance (from 19 February 2024 to 15 May 2024) (and a premium of 8% over the closing price on 15 May 2024).
The Convertible Bonds shall bear interest from 22 May 2024 (included) at an annual rate of 6%. Interest will be payable quarterly in arrears on 1 January, 1 April, 1 July and 1 October each year.
In addition, the Convertible Bonds will entitle their holders, subject to the absence of conversion of the Convertible Bonds into shares of the Issuer or their early redemption, to a non-conversion premium equal to an annual rate of 3%, payable in cash, which will be capitalized2
The settlement-delivery of the Bonds will occur on 22 May 2024.
Convertible Bonds will not be admitted to trading on any market and will not be listed.
Conversion right
Holders of Convertible Bonds will have the right to convert the Convertible Bonds into shares. Holders of Convertible Bonds may exercise this right at any time up to the 5th trading day (excluded) preceding the Maturity Date.
In the event of exercise of the conversion right, holders of Convertible Bonds will receive new and/or existing shares of the Issuer, at the Issuer's discretion, it being specified that the delivery of existing shares of the Issuer may only occur with the prior written consent of the relevant holder of Convertible Bonds.
The conversion ratio is one share for one Convertible Bond, subject to further legal adjustments.
Terms of redemption
Redemption on the Maturity Date
The outstanding Convertible Bonds will be fully redeemed on the Maturity Date at par plus (i) accrued interest since the last interest payment date and (ii) the aforementioned non-conversion premium.
Early redemption of the Convertible Bonds at the Issuer's discretion
The Issuer may, at any time, redeem all the outstanding Convertible Bonds, subject to minimum 30 calendar days' prior notice, in cash at par plus accrued interest from the last interest payment date to the date set for the early redemption, provided that the arithmetic average3 of the products of (i) the volume weighted average prices of the Issuer's shares observed on Euronext Growth Paris, and (ii) the applicable conversion ratio, exceeds 120% of the nominal value of the Convertible Bonds.
Early redemption of Convertible Bonds at the holders' discretion
Holders of Convertible Bonds may, at their discretion, request the early redemption in cash of all or part of the Convertible Bonds they own in the event of a change of control of the Issuer or a delisting or suspension of the listing of Hoffmann Green Cement shares, at par plus accrued interest from the last interest payment date to the date set for the early redemption.
Convertible Bonds may also be early redeemed at the discretion of the holders of Convertible Bonds in the event of the occurrence of customary events of default, at par plus (i) accrued interest from the last interest payment date to the date set for the early redemption and (ii) the aforementioned non-conversion premium.
New Shares
Any new shares resulting from Convertible Bonds will carry dividend rights from the date of their issuance and will be entitled to all distributions decided by the Issuer from that date. They will be listed on the Euronext Growth market under ISIN code FR0013451044 and will be fully assimilated to the Issuer's existing shares.
Legal framework of the transaction
The shareholders' meeting of the Issuer held on 2 June 2023 (the "General Meeting"), under the terms of its 12th resolution, in accordance with Article L. 225-138 of the French Commercial Code, granted the Management Board with a delegation of authority to issue, on one or more occasions, shares and/or securities giving access to new shares of the Issuer, without shareholders' preferential subscription rights for the benefit of a category of persons such as French or foreign investment companies or collective investment schemes, investing on a regular basis or having invested over the past 36 months more than EUR 5 million in small and mid-caps (i) operating in the construction sector or (ii) whose activity has as its objective or consequence the reduction of CO2 emissions.
Following the authorization granted by the Issuer's supervisory board in its meeting dated 12 February 2024, the Management Board, using the delegation of authority granted under the 12th resolution of the General Meeting, decided during its meeting dated 16 May 2024 to issue bonds in the nominal amount of EUR 4,999,963.65, structured as Convertible Bonds.
Dilution
For illustrative purposes, the maximum dilution would be of circa 2.6% of the current share capital in case of issuance of new shares only upon conversion of the Convertible Bonds, taking into account the conversion of the convertible bonds subscribed by Eiffel Investment Group on 16 February 2024.
Main risks associated to the Issuer
The main risks associated to the Issuer have been presented in the annual financial report 2023 covering the financial year ended 31 December 2023.
The main risks associated with the issuance of Convertible Bonds are summarized below:
- if the Convertible Bonds are redeemed by way of issuance of new shares, shareholders' holding in the Issuer's share capital will be diluted;
- if the Convertible Bonds are redeemed by way of issuance of new shares, the volatility and liquidity of the Issuer's shares could fluctuate significantly;
- the sale on the market of the Issuer's shares delivered to holders of Convertible Bonds could have an adverse impact on Hoffmann Green Cement's share price.
Advisors
Portzamparc (BNP Paribas Group) acted as financial advisor to Hoffmann Green Cement Technologies. Jeantet acted as legal advisor to Hoffmann Green Cement Technologies.
Disclaimer
The issuance of the Convertible Bonds does not give rise to the disclosure of a Prospectus submitted to the approval of the French Autorité des marchés financiers
This press release may not be released, published or distributed, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. This press release and the information contained herein do not constitute either an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of Hoffmann Green Cement Technologies (the "Issuer
No communication or information in respect of the offering by the Issuer of any securities may be distributed to the public in any jurisdiction where registration or approval is required. No steps have been taken or will be taken in any jurisdiction where such steps would be required. The offering or subscription of the Issuer's securities may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Issuer takes any responsibility for any violation of any such restrictions by any person.
This press release does not, and shall not, in any circumstances, constitute a public offering, a sale offer 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.
This announcement is an advertisement and not a prospectus within the meaning of the Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation
With respect to the Member States of the European Economic Area (including France) (the "Member States"), no action has been 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 Member State. As a result, the securities of the Issuer may not and will not be offered in any 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 the Issuer of a prospectus pursuant to Article 1 of the Prospectus Regulation and/or to applicable regulations of that relevant Member State.
For the purposes of the provision above, the expression "offer to the public" in relation to any shares of the Issuer in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State.
This document does not constitute an offer to the public in France and the securities referred to in this press release can only be offered or sold in France pursuant to Article L. 411-2, 1° of the French Monetary and Financial Code (Code monétaire et financier) to qualified investors (investisseurs qualifiés) acting for their own account, as defined in Article 2 point (e) of the Prospectus Regulation. In addition, in accordance with the authorization granted by the general meeting of the Issuer's shareholders dated 2 June 2023, only the persons pertaining to the categories specified in the 12th resolution of such general meeting may subscribe to the issuance.
This document may not be distributed, directly or indirectly, in or into the United States. This document does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of the Issuer have not been and will not be registered under the Securities Act, and the Issuer does not intend to make a public offering of its securities in the United States.
The distribution of this document (which term shall include any form of communication) is restricted pursuant to Section 21 (Restrictions on "financial promotion") of Financial Services and Markets Act 2000 ("FSMA"). This document is only being distributed to and directed at qualified investors as defined in Article 2 point (e) of the Prospectus Regulation as it forms part of the domestic law by virtue of the European Union (Withdrawal) Act 2018 who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments and who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Financial Promotion Order"), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iv) are persons to whom this communication may otherwise lawfully be communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as "Relevant Persons"). This document must not be acted on or relied on in the United Kingdom 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 such persons in the United Kingdom.
ABOUT HOFFMANN GREEN CEMENT TECHNOLOGIES
Founded in 2014 and based in Bournezeau (Vendée, Western France), Hoffmann Green Cement Technologies designs, produces and distributes innovative extremely low-carbon cements with a carbon footprint 5 times lower than traditional cement that present, at equivalent dosage and with no alteration to the concrete manufacturing process, superior performances than traditional cement.
Hoffmann Green operates two production units powered by a solar tracker park on the Bournezeau site: a 4.0 factory and H2, the world's first vertical cement plant inaugurated in May 2023. A third factory will be established at the Grand Port of Dunkirk in 2025, bringing the total production capacity to 550,000 tons per year, representing 3% of the French market. The group has industrialized a genuine technological breakthrough based on modifying cement composition and creating a cold manufacturing process, with 0% clinker and low energy consumption, making it a leading and unique player in the cement market that has not evolved for 200 years.
In a context of climate urgency and energy price inflation, Hoffmann Green Cement actively participates in energy transition by producing clean cement that consumes 10 to 15 times less energy than Portland cement. It also promotes eco-responsible construction and encourages circular economy and natural resource preservation. With its unparalleled and constantly evolving technological expertise, driven by high-performing teams, Hoffmann Green Cement Technologies serves all markets in the construction sector, both in France and internationally.
Hoffmann Green was selected among the 2022 promotion of the top 20 French green startups as part of the French Tech Green20 program, led by the French Tech Mission in partnership with the Ministry of Ecological Transition. In June 2023, the company was selected for French Tech 2030, a new ambitious support program operated by the French Tech Mission alongside the General Secretariat for Investment (SGPI) and Bpifrance.
The company continues its international development with contract signings in the United Kingdom, Belgium, Switzerland, Saudi Arabia and recently in the United States.
For further information, please go to: www.ciments-hoffmann.com/
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1 It is specified that Odyssée Venture is not a shareholder of the Issuer and is not in any situation of conflict of interest in connection with the issuance of Convertible Bonds referred to above.
2 For illustrative purposes, the total amount of the non-conversion premium that would be due on the Maturity Date if no Convertible Bonds were converted before that date would be circa EUR 800,000.
3 Calculated over 60 consecutive trading days preceding the publication of the Issuer's notice to the holders of Convertible Bonds for this early redemption.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240516767186/en/
Contacts:
Hoffmann Green
Jérôme Caron
Chief Financial Officer
finances@ciments-hoffmann.fr
+33 2 51 460 600
NewCap Investor Relations
Thomas Grojean
Mathilde Bohin
ciments-hoffmann@newcap.eu
+33 1 44 71 94 94
NewCap Financial Media Relations
Nicolas Merigeau
Antoine Pacquier
ciments-hoffmann@newcap.eu
+33 1 44 71 94 98
