Subscription of Copernicus AM, L’Oréal via its capital-investment fund BOLD Business Opportunities for L’Oréal Development, Michelin Ventures and Truffle Capital for a total amount of 10.5 million euros
Clermont-Ferrand, June 25, 2019 (8:00 p.m. CEST) – CARBIOS (Euronext Growth Paris: ALCRB – ISIN: FR0011648716), (the “Company“), a pioneer in the development of bio-industrial solutions for the lifecycle of plastic and textile polymers, announces a successful capital increase for a category of beneficiaries, achieved via an accelerated bookbuilding process.
The Company has placed 2.245.886 new shares with a par value of €0.70, at the unit price of €6.45, including the issue premium, for a total amount of €14,485,964.7, representing 48.22% of the Company’s capital before the transaction on a non-diluted basis, for a dilution of 32.53%.
Copernicus AM, L’Oréal via its capital-investment fund BOLD Business Opportunities for L’Oréal Development, Michelin Ventures and Truffle Capital contributed to this capital increase, in accordance with the commitments they had made, for a total of €10,499,980.8, representing 1,627,904 ordinary new shares, equivalent to 72.48% of the total number of shares newly issued for this capital increase. These supports are strong markers of the Company’s established legitimacy and its management team.
The funds raised will notably be used by CARBIOS as follows:
- Approximately 75% for financing an industrial PET biorecycling demonstrator, and
- Approximately 25% for the Company’s ongoing financing.
Further to this fundraising and based on the cash holdings and its estimated operating costs, the Company considers itself capable of meeting its financial obligations over the next twelve months, since it extends its cash horizon until the fourth quarter of 2022.
The capital increase was implemented by the Board of Directors’ decision dated June 20 and June 24, 2019 and the Chief Executive Officer’s decision dated June 25, 2019, in accordance with the delegation granted by the 13th resolution approved by the Combined General Shareholders’ Meeting of June 19, 2019. It was completed at a price representing a discount of 13.62% on the weighted average by volume of the past five trading sessions preceding the pricing of the issue and at a price representing a discount of 14% on the closing price of June 24, 2019.
The capital increase is achieved by the issue of 2,245,886 ordinary new shares without preferential subscription rights for a category of beneficiaries. The settlement and delivery date of the new shares issued for the capital increase, and their listing on the Euronext Growth Paris market, is scheduled for June 28, 2019. The new shares will carry immediate dividend and voting rights and will be listed on the Euronext Growth Paris market under ISIN FR0011648716 – ALCRB. CARBIOS asked Euronext Paris to reopen the trading of its shares (ISIN FR0011648716 – ALCRB) at the opening of the Paris stock market on June 26, 2019.
The Company’s share capital will be composed of 6,903,109 shares following settlement and delivery.
As a result of this capital increase and based on the information available to the Company, the breakdown of the Company’s share capital is as follows:
|Shareholders||Number of existing shares||% of share capital||Theoretical voting rights||% of voting rights|
|Holding Incubatrice Chimie Verte||235,843||3.42%||456,389||6.39%|
|Funds Truffle Capital||1,209,469||17.52%||1,209,469||16.94%|
|Management and directors||5,707||0.08%||5,708||0.08%|
|BOLD Business Opportunities for L’Oréal Development||387,596||5.62%||387,596||5.43%|
As an illustration, the stake of a shareholder holding 1% of the Company’s share capital prior to the issue will become 0.67%. In the context of this capital increase, the Company has made a lock-up commitment for 90 calendar days after the settlement and delivery date of the issue.
Pursuant to Article 211-3 of the General Regulation of the French financial market authority (AMF), the offering of the Company’s shares under this capital increase carried out for a specific category of beneficiaries did not result in a prospectus submitted for approval by the AMF. Detailed information about the Company, specifically its activity, its earnings, and the corresponding risk factors appears in the Company’s 2018 Registration Document filed with the AMF on April 8, 2019 under number D.19-0287, which may be consulted, along with the Company’s other regulated information and all its press releases, on its website (www.carbios.fr).
Bryan, Garnier & Co acted as Lead Manager and Bookkeeper of the Transaction. Fieldfisher served as legal counsel for the Transaction.
 Plastic polymer that is the predominant constituent of water bottles and some textile materials such as polyester fibers.
This press release is provided exclusively for information. This press release does not constitute and cannot be regarded as constituting an offer to the public, a subscription offer, or a solicitation of interest to the public with a view to a transaction by public offering of financial securities.
Distribution of this press release in certain countries may be a violation of the laws in force. The information contained in this press release is not an offer of shares in France, the United States, Canada, Australia, Japan, nor in any other country. This press release must not be published, transmitted, or distributed, directly or indirectly, within the territory of the United States, Canada, Australia, or Japan. This document is not an offer to sell Carbios shares in the United States.
Translation for information purposes only. In case of discrepancy between the French and the English version of this press release, the French version shall prevail.