- The final gross amount of the capital increase (issue premium
included) is € 141 million and results in the issue of 5,558,695
new shares
- The capital increase was subject to total demand of
approximately €173 million, i.e. a subscription rate of 141.2% (of
which 90.7% on an irreducible basis)
- Full exercise of the extension clause
- Carbios' market capitalisation1 stands at € 569 million on a
non-diluted basis based on the closing price of €33.8 at 7 July
2023
- The proceeds of the capital increase allow Carbios to implement
its industrial and commercial strategy with the construction in
France of the world's first PET bio-recycling plant
Regulatory News:
Not to be published, distributed or
disseminated, directly or indirectly, in the United States of
America, Australia, Canada or Japan. This an advertisement and not
a prospectus within the meaning of Regulation (EU) 2017/1129, as
amended.
Carbios (the “Company”) (Paris:ALCRB) is
announcing the success of its capital increase in cash with
preferential subscription rights (“PSR”) maintained for a
gross amount of approximately €141 million (“Capital Increase
with PSR Maintained”) after the full exercise of the extension
clause. The Capital Increase with PSR Maintained will result in the
issue of 5,558,695 new shares (“New Shares”) at a
subscription price of €25.32 per New Share.
Emmanuel Ladent, CEO of Carbios says “The success of this
transaction – the largest carried out on Euronext Growth since 2015
– is aligned with our collective challenge: fighting plastic
pollution. Thanks to the support of our shareholders and these new
resources, we are able to build and operate the world’s first PET
bio-recycling plant and extend the benefits of our technology to
other types of plastic. Harnessing a proprietary technology
protected worldwide, Carbios intends to become a leader in the
fast-growing recycled PET market. I thank all our long-standing and
new shareholders who have expressed their trust and support in this
project, which will create both economic and environmental
value.”
Philippe Pouletty, Chairman of the Board of Directors of
Carbios adds: “This successful capital increase in a difficult
market environment confirms Carbios' ambition to become a world
leader in the circular economy of plastics to preserve the
planet.”
Use of proceeds of the Capital Increase with PSR
Maintained
Approximately 85% of the net proceeds of the issue of the New
Shares will be used to finance the construction of the first plant,
with an estimated processing capacity of 50,000 tonnes a year and
an estimated investment of approximately €230 million. In this
respect, it is specified that the proportion of the investment in
the first plant not funded from the net proceeds of the issue will
be funded through financing to be received from Indorama Ventures
(around €110 million), subsidies from the French government (€30
million) and from the Grand-Est Region (€12.5 million) and by part
of the Company’s available cash (totalling €83 million as at 31 May
2023).
The Company will use the remainder of the net proceeds from the
issue of the New Shares along with the net proceeds from the full
exercise of the extension clause to finance expenses related to its
PET R&D activities and to step up research on other polymers
and/or further applications of its technologies.
A summary description of Carbios' business is provided in
section 2.1. of the summary of the prospectus approved by the
Autorité des marchés financiers on June 21, 2023, under number
23-236, which is available free of charge from Carbios, on the
Company's website, on the website of the Autorité des marchés
financiers and in the press release issued by Carbios on June 22,
2023.
Results of the Capital Increase with PSR Maintained
At the end of the subscription period on 7 July 2023, total
demand concerned 6,827,273 New Shares, i.e. an oversubscription
rate of 141.2%.
- 4,382,154 New Shares were subscribed on an irreducible basis,
accounting for approximately 78.83% of the New Shares to be
issued.
- Demand on a reducible basis concerned 2,325,128 New Shares and
will therefore be allocated in part only, with 1 176 541 New Shares
distributed according to a coefficient of 0.532543992 calculated
based on the number of PSR presented in support of irreducible
subscriptions without resulting in the allocation of fractions of
New Shares and without the allocation being able to exceed the
quantity of New Shares requested on a reducible basis.
In view of the strong demand, the CEO of Carbios, acting on
delegation from the Board of Directors, has decided to fully
exercise the extension clause to the tune of 725,047 additional
shares, thus increasing the number of New Shares from 4,833,648 to
5,558,695.
Consequently, the gross amount of the Capital Increase with PSR
Maintained (issue premium included) amounts to € 141 million and
results in the issue of 5,558,695 New Shares at a subscription
price of €25.32 per New Share (i.e. €0.70 with a par value and an
issue premium of €24.62).
Subscriptions by the main shareholders of the Company and
members of its administrative or management bodies:
Name of investor
On the day of the Prospectus
approval date
Number of PSR
allocated
Irreducible subscription
commitments
(€m)
Irreducible subscription
commitments
(€m)
Total irreducible and
reducible subscription commitments
Number of shares held
% of share capital
BOLD Business Opportunities for L'Oréal
Development
(member of the Company’s Board of
Directors)
660,248
5.85%
660,248
7.16
0.00
7.16
L'Occitane Group
263,157
2.33%
263,157
2.86
0.43
3.28
Funds managed by Truffle Capital
46,511
0.41%
46,511
3.09
0.19
3.28
Amandine de Souza, Sandrine Conseiller and
Karine Auclair
(members of the Company’s Board of
Directors)
0
0%
0
0.17
0.02
0.18
Funds managed by Copernicus Wealth
Management SA
(censor of the Company)
603,354
5.35%
603,354
0.58
0.72
1.29
Michelin Ventures
(member of the Company’s Board of
Directors)
486,400
4.31%
486,400
0.84
0.00
0.84
TOTAL
2,059,670
18.26%
2,059,670
14.69
1.35
16.04
Impact of the Capital Increase with PSR Maintained on the
capital structure
At the end of the Capital Increase with PSR Maintained,
including the full exercise of the extension clause, Carbios’ share
capital is €11,786,048.40 and is now composed of 16,837,212 shares
each with a par value of €0.70. The share capital is structured as
follows:
After the Capital Increase
with PSR Maintained
(after the full exercise of
the extension clause)
Shareholder structure
On a non-diluted basis
On a diluted basis
Number of shares
% of share capital
Number of voting
rights
% of voting rights
Number of shares
% of share capital
Number of voting
rights
% of voting rights
BOLD Business Opportunities for L'Oréal
Development
943,211
5.60%
943,211
5.58%
943,211
5.31%
943,211
5.28%
Copernicus Wealth Management SA (1)
654,384
3.89%
654,384
3.87%
654,384
3.68%
654,384
3.66%
Michelin Ventures
519,742
3.09%
519,742
3.07%
519,742
2.92%
519,742
2.91%
Groupe L'Occitane
392,852
2.33%
392,852
2.32%
392,852
2.21%
392,852
2.20%
Truffle Capital funds
175,938
1.04%
175,938
1.04%
175,938
0.99%
175,938
0.99%
European Investment Bank (EIB)
0
0.00%
0
0.00%
296,928
1.67%
296,928
1.66%
Directors (2)
7,126
0.04%
7,126,
0.04%
208,758
1.17%
208,758
1.17%
Treasury
shares
6,960
0.04%
N/A
N/A
6,960,
0.04%
N/A
N/A
Free float
14,136,999
83.96%
14,224,564
84.08%
14,576,053
82.00%
14,663,618
82.12%
TOTAL
16,837,212
100.00%
16,917,817
100.00 %
17,774,826
100.00 %
17,855,431
100.00 %
(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
from 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.
Company’s lock-up agreement
Starting from the signature of the Agency Agreement, on 21 June
2023, and for a period of 120 calendar days following the date of
the settlement-delivery of the New Shares, subject to certain usual
exceptions.
Retention commitment 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
New Shares, covering both the shares acquired on the occasion of
the issue and the shares previously held, subject to certain
customary exceptions.
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 New Shares, subject to certain customary exceptions,
relating to shares held subsequent to the Capital Increase with PSR
Maintained, none of them being a shareholder of the Company prior
to the issue.
Indicative timetable
Settlement-delivery and admission to trading on Euronext Growth
Paris of the New Shares is scheduled for 13 July 2023. The New
Shares will bear current dividend rights. They will be immediately
fungible with outstanding Company shares and will be traded under
the same ISIN FR0011648716.
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:
ISIN Code: FR0011648716 Ticker Code: Euronext
Growth: ALCRB LEI: 969500M2RCIWO4NO5F08
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.
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 or other securities 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, as
amended (the "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 to purchase or
subscribe for securities nor the solicitation of an offer to
purchase or subscribe for 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 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 which is part
of domestic law of the United Kingdom in accordance with the
European Union (Withdrawal) Act 2018 (the "UK 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’s 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’s 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
1 Theoretical indicative market capitalization, calculated on
the basis of the share price (€33.80), and on the basis of the
initial number of shares (11,278,517), plus the total number of New
Shares to be issued as a result of the transaction (5,558,695),
including the number of New Shares to be issued on exercise of the
extension clause (725,047).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230711096587/en/
For more information, please contact:
Carbios Melissa Flauraud Press Relations
melissa.flauraud@carbios.com
Benjamin Audebert Investor Relations contact@carbios.com
+33 (0)4 73 86 51 76
Financial communication Actifin Benjamin Lehari
carbios@actifin.fr 0 805 650 075
Financial Press Relations Michael Sch�lze
michael.scholze@actifin.fr +33 (0)1 56 88 11 14
Press Relations (France) Iconic
Marie-Virginie Klein mvk@iconic-conseil.com +33 (0)1 44 14 99
96
Press Relations (DACH & UK) MC Services
Anne Hennecke carbios@mc-services.eu +49 (0)211 529 252 22
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