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Orege strengthens its financial structure and the resources to drive its development with its successful rights issue of nearly €40 million

Orege strengthens its financial structure and the resources to drive its development with its successful rights issue of nearly €40 million

• €39.6 million subscribed, including €33.9 million through the conversion of a receivable by Eren Industries and €5.7 million in cash
• 31,927,162 new shares issued

       

Voisins-le-Bretonneux, 16 July 2019, 5:45 pm – Orege, an innovative company specialising in solutions for the conditioning, treatment and valorisation of municipal and industrial sludge, is announcing the success of its rights issue for a gross total (including share premium) of €39.6 million. With this operation, Orege strengthens its financial position in order to accelerate the commercial and industrial rampup that began in 2018.

At a meeting on July 16, 2019, the Board of Directors of Orege recorded the amount of subscriptions and set the definitive terms of the rights issue, that it had launched on June 24, 2019, following the subscription period that ran from July 2, 2019 to July 11, 2019.

Pascal Gendrot, Orege’s Chief Executive Officer and co-founder: “I would like to thank all the shareholders who, through this operation, have demonstrated their commitment and their confidence in Orege’s project, and particularly our leading shareholder, Eren Industries, for its involvement and continued support. I would also like to welcome more than 10 new major investors who have taken the opportunity offered by this operation to be part of our “green” project, and I would like to thank them for their confidence and trust. They are joining Orege at a key time in its history, when our innovation is starting to prove itself with a growing number of industrial operators and municipalities on our strategic markets. At the same time, the challenges facing the market for sludge conditioning and valorisation are growing from a regulatory, environmental and societal point of view, thus favoring  the adoption of our solutions designed for sustainable development”.

Following the subscription period, 31,927,162 new shares have been subscribed at a price of €1.24, corresponding to a gross total (including share premium) of €39,589,680.88, with the following breakdown:

• Subscriptions on an irreducible basis came to €39,521,627.20, corresponding to the issue of 31,872,280 new shares;
• Subscriptions on a reducible basis came to €68,053.68, corresponding to the issue of 54,882 new shares;

While noting that:

• €33.92 million were subscribed by capitalization of part of the current account held by the majority shareholder Eren Industries S.A.
• €5.67 million were subscribed in cash.

The funds raised from this operation will be allocated primarily to finance commercial operations in the strategic growth countries - United States, United Kingdom, Germany and Japan - as well as the development of new waste to energy solutions.

Orege’s outlook is based on development driven by growing recognition of the efficiency and effectiveness of its SLG® solutions, the acceleration of their commercial deployment in high-potential regional markets, and the creation of an increasingly large installed base generating recurrent revenues and providing strong, visible industrial references.

Impact of the issue on the shareholding structure and shareholder positions

Following this operation, Orege’s called up share capital will be increased to €12,649,569.25, split into 50,598,277 shares with a par value of €0.25.

As a guide, the impact of the issue on the holding of a shareholder owning 1% of the Company’s share capital prior to the issue and not subscribing to it (calculations based on the number of shares comprising the capital on the Prospectus approval date, i.e. 18,671,115 shares) is as follows:

	Shareholder’s interest (%) (1)
Before issue of New Shares in connection with the present Rights Issue	1.00%
Following issue of 31,927,162 New Shares in connection with the present Rights Issue	0.37%

1. The Company has not issued any dilutive instruments. The Company abandoned its stock option plans following the very significant reduction in the values and liquidity of small and mid-cap stock markets over 2018. However, new new plans for allocating free sahres will be set up in 2019. The percentage of potential dilution for the new plans that may be set up in 2019 could represent up to 3% of the capital following this capital increase.

Once the right issue is completed, the breakdown of share capital will be the following:

	Number of shares	% of capital	% of theoretical voting rights
Eren Industries S.A.	40,226,281	79.50%	80.27%
Pascal Gendrot	1,192,900	2.36%	3.61%
Patrice Capeau	766,300	1.51%	2.32%
George Gonsalves	131,136	0.26%	0.40%
Concert subtotal	42,316,617	83.63%	86.59%
New Investors	1,636,845	3.23%	2.47%
Own shares*	57,319	0.11%	0.09%
Other	6,587,496	13.02%	10.85%
TOTAL	50,598,277	100.00%	100.00%

* own shares held at 31 May 2019

The new shares’ settlement-delivery and admission for trading on the regulated market Euronext Paris are scheduled for July 18, 2019. The new shares will be entitled to dividends from delivery and will be traded under the same listing as the existing shares (ISIN: FR0010609206). They will be assimilated with and have the same rights as the existing shares from their issue.

Financial intermediary

GILBERT DUPONT

Lead Manager and Bookrunner

About SLG®

SLG® (solid, liquid, gas) is an innovative sludge conditioning, treatment and recovery technology. The SLG® technology offers a cost-effective and high-performance solution for industrial firms, operators and municipalities, by notably significantly reducing the volume of sludge to be evacuated and promoting its recovery by changing its physical, chemical and rheological characteristics, while improving the carbon footprint of the sites concerned.

Fully aligned with new regulatory and environmental requirements, the patented SLG® technology has received several international awards, including 2016 Breakthrough Technology of the Year at the Global Water Intelligence Awards and Most Innovative Technology at Birmingham Utility Week in 2017.

About Orege

Orege is an international cleantech firm specialized in the development, manufacturing and marketing of treatment solutions for municipal and industrial sludge. With bases in France, the US, the UK and Germany, it supports its clients in a dozen countries around the world. The company is a partner of Itochu Machine-Technos Corp in Japan.

Orege has been listed on the regulated market Euronext - Paris since 5 July 2013. ISIN: FR0010609206 – OREGE www.orege.com

Important information

No communication or information relating to the mandatory public offer may be distributed to the public in any country in which registration or authorization is required. No action has been (or will be) undertaken in any country outside of France where such steps would be required. The issue, subscription of shares or purchase of OREGE shares or preemptive subscription rights may be subject to specific legal or regulatory restrictions in certain countries. OREGE assumes no responsibility for any breach of such restrictions by any person.

This press release does not constitute a prospectus within the meaning of European Parliament and Council Directive 2003/71/EC of 4 November 2003, as amended, notably by Directive 2010/73/EU insofar as this Directive has been transposed in each of the European Economic Area Member States concerned (collectively the “Prospectus Directive”).

With respect to the European Economic Area Member States that have transposed the Prospectus Directive (each referred to as the “Member State concerned”) other than France, no action has been undertaken or will be undertaken to allow a public offering of securities requiring the publication of a prospectus in one or more of the Member States concerned. As a result, any offer of new OREGE shares may only be carried out in one or more of the Member States concerned (i) for qualified investors as defined by the Prospectus Directive, or (ii) in any other circumstances not requiring OREGE to publish a prospectus in accordance with Article 3(2) of the Prospectus Directive.

The distribution of this press release is not carried out and has not been approved by an “authorized person” as defined by Section 21(1) of the Financial Services and Markets Act 2000. As a result, this press release is intended exclusively for persons that (i) are located outside of the United Kingdom, (ii) are investment professionals as defined by Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended, the “Order”), or (iii) are “high net worth entities” or any other persons which this press release may be addressed to in accordance with the law as defined by Article 49(2) (a) to (d) of the Order (the persons referred to in sections (i), (ii) and (iii) are referred to collectively as “Authorized Persons”). The OREGE securities are intended exclusively for Authorized Persons and any invitation, offer or agreement relating to the subscription, purchase or acquisition of securities may only be provided to or entered into with Authorized Persons. Any person that is not an Authorized Person must refrain from using or acting on the basis of this press release or any information contained herein. This press release does not constitute a prospectus approved by the Financial Conduct Authority or any other United Kingdom regulatory authorities as defined by Section 85 of the Financial Services and Markets Act 2000.

This press release does not constitute or is not part of an offer of securities or any solicitation to purchase or subscribe for securities in the United States of America. Securities can only be offered, subscribed for or sold in the United States of America after registration in accordance with the amended U.S. Securities Act of 1933 (“U.S. Securities Act”), or if exempt from this requirement for registration, or for operations not subject to this requirement for registration. The OREGE and the corresponding rights have not been and will not be registered under the U.S. Securities Act and OREGE does not intend to make a public offer of its securities in the United States of America.

The distribution of this press release in certain countries may represent a breach of the legislation in force.

The information contained in this press release does not constitute an offer of securities in the United States of America, Canada, Australia or Japan.

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