Global Bioenergies: launch of a capital increase through a public offer without preferential subscription rights for an initial amount of €17 million supported by the L’Oréal Group and the CM-CIC funds
- Capital increase without preferential subscription rights and without priority subscription period through a public offer of an initial amount of €17 million, that may be increased up to €19.5 million if the extension clause is fully exercised
- Subscription price: €4.65 per share, i.e. a discount of 15.4%1
- Subscription commitments of €13.6 million, representing 80.3% of the amount to be raised
- Offer open from 20 to 25 June 2019 inclusive
Global Bioenergies (the “Company”), the only company in the world to have developed a process to convert renewable resources into isobutene, is today announcing the launch of a capital increase through a public offer without preferential subscription rights for shareholders and witout priority subscription period for existing shareholders, for an amount initially set at €17 million, which could be increased to a maximum of €19.5 million if the extension clause is fully exercised (the “Offer”).
The purpose of the Offer is to provide the Company with the means to:
- complete the development of the Isobutene process at laboratory scale, pilot scale and demo scale (for around 58% of the proceeds of the issuance);
- continue the R&D efforts to adapt the process to the use of second-generation and third-generation resources (for around 20% of the proceeds of the issuance);
- participate in financing the front-end engineering design (FEED) phase of the first plant, to be conducted by IBN-One, and support IBN-One in its fund-raising efforts to start the construction of the plant (for around 10% of the proceeds of the issuance);
- finance the regular running costs of the Company (for around 12% of the proceeds of the issuance).
The proceeds to be received in the context of the issuance of the New Shares are not intended to finance the construction of the plant IBN-One, for which the research of necessary funds is ongoing (for a total need of 140 M€).
As part of this Offer, the L’Oréal Group has committed, subject to certain conditions, to subscribe €7 million via its BOLD Business Opportunities for L’Oréal Development investment fund. Subject to ongoing discussions, L’Oréal and Global Bioenergies intend to sign within the next months an R&D collaboration which would continue and expand efforts already undertaken since 2016 to identify and validate isobutene derivatives for applications in cosmetics, as well as an isododecane supply agreement.
Marc Delcourt, Chief Executive Officer of Global Bioenergies, said: “This fundraising transaction will enable us to continue moving forward with IBN-One, the first plant project, which will have markets not only in the cosmetics but also in biofuels, and in particular aviation fuel.”
The capital increase will be made through the issuance of 3,655,914 new shares, i.e. 72.0% of the Company’s existing capital, at a unit share price of €4.65, representing a discount of 16.8% on Global Bioenergies’ closing share price on 18 June 2019 (€5.59) and a discount of 15.4% on the volume weighted average price over the last 3 trading sessions preceding the setting of the price. The issuance of the New Shares will be carried out without any priority subscription period for existing shareholders.
This Offer is managed by Gilbert Dupont as the sole Lead Manager and Bookrunner.
Subscription intentions and commitments of the main shareholders and new investors
Two CM-CIC funds (CM-CIC Innovation and CM-CIC Investissement SCR), shareholders holding together 422,304 shares in the Company (i.e. 8.31% of the capital), have made a firm commitment to subscribe to the Offer in cash in proportion to their current equity stake, i.e. 8.31% of the gross Offer amount.
The BOLD Business Opportunities for L’Oréal Development fund, a subsidiary of the L’Oréal group, has made a firm commitment to subscribe €7 million in cash (i.e. 41.2% of the Offer’s gross amount), notably subject to certain conditions of price, minimum amount of capital increase and percentage of shareholding. As part of this subscription commitment, it is expected that a representative of BOLD Business Opportunities for L’Oréal Development will be thus appointed as an observer on the Company’s Board of Directors2.
In addition, several institutional investment funds have also made irrevocable commitments to subscribe to the Offer for an amount of €5.2 million, representing 30.8% of the gross amount of the Offer, none of these subscription commitments representing more than 5% of the share capital after issuance of the new shares.
Lock-up undertakings
The Company has committed towards the Lead Manager and Bookrunner not to issue, offer or dispose of any shares or securities giving direct or indirect access to shares in the Company for a 90-day period from the settlement date of the new shares, subject to standard exceptions and the ability to implement any issue transaction reserved for an industrial investor at a unit share price higher or equal to the Offer subscription price.
BOLD Business Opportunities for L’Oréal Development has committed towards the Company and the Lead Manager and Bookrunner to a lock up on 100% of the new shares subscribed as part of the Offer for a 90-day period from the new share settlement date, subject to the standard conditions.
Guarantee
The Offer is not subject to a guarantee agreement.
In the event of insufficient demand, the planned capital increase may be limited to the subscriptions received insofar as these represent 80.3% of the initially planned issuance, which would not affect the Company’s objectives.
About GLOBAL BIOENERGIES
Global Bioenergies is the only company in the world to have developed a conversion process for renewable resources (residual sugars, agricultural and forestry waste) into isobutene, one of the petrochemical building blocks that can be converted into ingredients for cosmetics, petrol, kerosene, LPG and plastics. Global Bioenergies continues to improve the performance of its process, conducts trials on its demo plant in Germany and is preparing the first full-sized plant in a Joint‐Venture with Cristal Union. Global Bioenergies is listed on Euronext Growth in Paris (FR0011052257 – ALGBE)
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