In November 2024 Ebusco completed a EUR 36 million rights issue to help fund the implementation of its turnaround plan and announced at the same time that it required additional working capital measures to manage an expected cash shortfall in the first quarter of 2025. Through this press release, Ebusco provides an update on its working capital measures.
Further progress with reassigning of previously cancelled buses
An important measure to improve the company's working capital position is the acceleration of the sale of previously cancelled buses. Recently, the company announced the reassignment of 21 buses to NIAG and 22 buses to Métropole Rouen Normandie. Today, Ebusco announces that the company and Dutch public transport company EBS have agreed on the reassigning of 31 12-meter Ebusco 3.0 buses to EBS. With this additional allocation of 31 buses to EBS, who opted to convert their existing order of 13.5 meter buses to this nearly completed batch, the total number of reassigned Ebusco 3.0 buses now stands at 74. The cash flow from these bus reassignments will be generated over time once delivery of the buses begins, which is expected early in Q2 2025. The buses were originally intended for Qbuzz and are in the process of being modified to the agreed specifications of EBS and will be put into service on EBS's IJssel-Vecht concession starting from this summer.
In 2025 to date, Ebusco has received cancellation notices for a total of 55 buses. Most of these buses are not yet in an advanced stage of production and therefore, are expected to be relatively easily assigned to other customers, and arrangements to this effect are already underway. The company expects to reallocate the buses that are in a more advanced stage of production to existing customers in the second half of 2025, in a similar manner as it has reallocated the Qbuzz buses, amongst others. The success of Ebusco's reallocation strategy to date reflects the strong market fundamentals for battery electric buses in Europe.
Ebusco's order book per 31 December 2024 is as follows:
Orderbook 31 Dec 2024 Fixed Call off Options Totals
Ebusco 2.2 79 168 660 907 Ebusco 3.0 257 0 77 334 Totals 336 168 737 1,241
Financing commitments for a total amount of EUR 22 million from Green Innovation, Heights and De Engh
To help manage its cash shortfall in the first quarter of 2025, Ebusco has obtained commitments (in the form of fully signed documents) for a debt financing of EUR 22 million in total from Green Innovation International Co. Ltd., a Taiwanese company in the business of battery production machines (Green Innovation), CVI Investments Inc., an entity managed by Heights Capital Management, Inc. (Heights) and De Engh B.V. (De Engh). Under the financing commitments and upon satisfaction of all conditions precedent, Green Innovation, Heights and De Engh will provide a debt financing of EUR 10.0 million, EUR 10.0 million and EUR 2.0 million, respectively, to Ebusco (the Loans). The proceeds of the Loans, once obtained, will allow Ebusco to complete not only the modification of the reassigned buses referred to above, but also the production of buses at its contract manufacturers, which will result in a corresponding conversion of working capital into cash over time.
The Loans must be fully repaid by Ebusco by 15 August 2025 and contain customary terms and conditions for a loan of this nature. Under the Loans, EUR 2.2 million in fees (in aggregate) will be payable on the maturity date. In addition, Green Innovation and De Engh have agreed an option to convert the full loan amount plus the fee at their election into Ebusco shares as from the General Meeting (as defined below) at any time at either (i) a conversion price of EUR 0.50 or (ii) a conversion price that is equal to the Ebusco closing share price on the day that is five (5) business days before either Green Innovation or De Engh elects to convert, as the case may be. Green Innovation has the right to nominate a member to Ebusco's Management Board in the event it elects to convert the full amount of its Loan into equity.
To be able to issue such shares, in the event Green Innovation and/or De Engh would exercise their conversion option, Ebusco will seek shareholder approval to renew its authorization to issue new shares in the Annual General Meeting that is scheduled for 16 June 2025 or an earlier (Extraordinary) General Meeting (the General Meeting).
Amendment of the Heights convertible bond terms
In order to facilitate the Loan from Heights, Ebusco has agreed to an amendment of the convertible bonds held by Heights, as follows:
- Reset of the conversion price from EUR 1.7360 to EUR 0.75;
- Reinstatement of the amortized payment amounts initially scheduled for payment on 21 June 2025, 21 September 2025 and 21 December 2025 (which, for purposes of the rights issue in November 2024, were deferred to December 2026) to such dates (i.e. reversal of this deferral); and
- Extension of the equity raise reset period (being the period during which any equity raise with proceeds exceeding EUR 5 million causes a reset of the conversion price to the placing price of such equity raise) by 12 months from the date of the loan being advanced.
To be able to issue any new shares to Heights under these amended convertible bond terms, Ebusco will seek shareholder approval in the General Meeting.
In the event of conversion by Green Innovation and/or Heights in line with the arrangements set out above, both parties will ensure that their respective shareholding in Ebusco following such conversion will not exceed 29.9%.
Ongoing support from our LC banks
Ebusco's business model is dependent on letters of credit (LCs) from its banks for the payment of finished products being provided to its contract manufacturers and as such allowing Ebusco to receive the finished products and deliver them to customers before payment is due. Ebusco has been in a continuous dialogue with its banks over the last weeks, which have now confirmed a continuation of specific letters of credit facilities until 14 August 2025, subject to the satisfaction of all conditions precedent, by which time these facilities must be fully repaid.
Other measures
As announced on 7 February 2025, Ebusco and Gotion have agreed to convert EUR 4.01 million of Gotion's remaining account payable position into shares, at the issue price of the November 2024 rights issue, which would result in a shareholding of Gotion in Ebusco of just over 10%, subject to shareholder approval, to be obtained in an Extraordinary Shareholder Meeting (EGM) on 26 March 2025.
In addition, a number of Ebusco's customers have offered certain pre-payments, allowing Ebusco to source the required components to complete and deliver buses. At the same time, the company is still underway with its sell-down of unallocated inventory, which at the date hereof has resulted in modest proceeds versus the targeted gross proceeds of approximately EUR 4-5 million.
As a result of all the working capital measures described above, in particular through the Loans, Ebusco will be able to successfully resolve its cash resources shortfall in Q1 2025 and its working capital position will improve considerably. This will then allow the company to settle its overdue payments (including late delivery payments) and, in particular, continue the implementation of its turnaround plan.
In light of the 15 August 2025 maturity date of the Loans and the guarantee facilities of the banks (per 14 August 2025), Ebusco continues to explore other options to help fund its working capital, diversify its funding sources and become less reliant on its LC banks over time. To this effect, Ebusco is in constructive discussions with CMC, a Chinese export agent, partly on the back of its strategic relationship with Gotion. Ebusco expects the first projects to be launched under a CMC coverage in the coming weeks.
Christian Schreyer, CEO of Ebusco, stated: "First of all, I want to express my gratitude to EBS for their collaboration. The reassignment to them of 31 buses, which were already in an advanced stage of production, marks an important step for the company. I'm pleased that we accomplished this in a relatively short time, reinforcing the strong market potential of the Ebusco 3.0. Additionally, I am extremely thankful for the support from Green Innovation, Heights and De Engh to commit financing with an aggregate amount of EUR 22 million. Heights and De Engh are shareholders that have supported us already in the EUR 36 million rights issue late last year. This new liquidity injection will allow us to get our backlog of bus shipments and bus deliveries moving again, and ultimately, this will result in a considerable conversion of working capital into cash. Their contribution and ongoing support helps us to navigate a challenging period for Ebusco, allows us to continue with the implementation of our turnaround plan, and to get more sustainable buses on the road."
Update on revenue recognition
Ebusco will hold the EGM on Wednesday, 26 March 2025 and will publish its results for FY 2024 on 30 April 2025. Due to the production halt that the company was confronted with in H2 2024 and the various contract cancellations in H2 2024, the company expects the turnover for FY 2024 to be well below the turnover as reported in its interim financial statements per 30 June 2024 of EUR 38 million. The company recognized revenue during FY 2023 and H1 2024 based upon the percentage of completion for the respective contracts. In line with the International Financial Reporting Standards (IFRS), the revenue recognized for these contracts is, upon the cancellation date, reversed in H2 2024. The successful reallocation of these cancelled bus contracts, however, means that the associated turnover will be recognized in FY 2025, on the assumption that all these buses will be delivered and accepted by the customers in 2025.
The FY 2024 financial results have not yet been audited by the company's external auditor.
Calendar for 2025
26 March 2025 Extraordinary General Meeting (EGM)
16 March - 29 April 2025 Closed period
30 April 2025 Full Year Results 2024
16 June 2025 Annual General Meeting (AGM)
23 June - 22 July 2025 Closed period
23 July 2025 Half Year Results
5 October - 14 October 2025 Closed period
15 October 2025 Trading update Q3
Information in this press release may constitute inside information within the meaning of Article 7(1) of the European Market Abuse Regulation (MAR). This press release was distributed at 8:00 on 24 February 2025.
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