- Closing of a private placement with qualified French and
international investors for €7.8 million
- Proceeds of the issue mainly intended to accelerate the
commercial ramp-up of the latest generation of robots
- Concomitant sale of 1.358.911 existing shares held by
Seventure Partners, for an amount of €1.7 million
Regulatory News:
BALYO (FR0013258399, Mnémonique: BALYO, éligible PEA-PME)
(Paris:BALYO), (the "Company"), announces today the success
of a capital increase with cancellation of the preferential
subscription right by placement of a final amount of €6.1 million
to qualified French and international investors (the "Primary
Offering"), carried-out by accelerated construction of an order
book.
Concurrently with the Primary Offer, funds managed by Seventure
Partners (together, the "Selling Shareholder"), historical
shareholder of the Company since 2010, have sold 1,358,911 existing
shares, at the same price as the Primary Offer, i.e. an amount of
€1.7 million (the "Secondary Offer" and together with the
Primary Offer, the "Offer"). The funds managed by Seventure
Partners will continue to support the development and growth of the
Company. In this respect, they have committed to holding their
residual stake for a minimum period of 15 months from the date of
completion of the transaction.
Bryan, Garnier & Co Limited1 is acting as Sole Global
Coordinator, Lead Manager and Bookrunner of the transaction.
The Primary Offering resulted in the issuance of 4.885.089 new
ordinary shares, representing 16.7% of the Company's current share
capital, at a price per share of €1.25 (including share premium),
representing a total fundraising of €6,106,361.25 (including share
premium).
Following the Primary Offering, the share capital of the Company
is now composed of 33,675,587 shares with a par value of €0.08
each. Based on the Company's cash position (€6.4 million as at 30
June 2021) and its forecasted expenses, the amount raised in the
transaction should enable the Company to achieve its strategic
objectives.
"We would like to thank the new investors who have joined
us and those who have reaffirmed their support for this
transaction. These new resources provide us with the necessary
means to accelerate the commercialization of our offer and to meet
the growing demand from international customers who wish to improve
their logistics performance," said Pascal Rialland, Chairman and
CEO of BALYO.
Reminder of the reasons for the Primary Offer
The proceeds of the Primary Offering are primarily intended to
provide the Company with additional resources to finance sales and
marketing expenses to accelerate the commercial ramp-up of the
latest generation of robots in 2022 as well as additional R&D
expenses related to the implementation of the the roadmap of new
solutions. The funds raised will also be used for working capital
related to the expected growth as well as the general financing
needs of the Company, for a smaller portion, less than 20%, within
the framework of the latter allocation. The Company also specifies
that its available cash position prior to the launch of the
transaction is sufficient to cover its financing needs for the year
2021.
Main terms of the Offer
A total number of 4,885,089 new ordinary shares, with a par
value of €0.08 each, were issued to qualified investors within the
meaning of Article 2(e) of Regulation (EU) No. 2017/1129 of 14 June
2017, as referred to in 1° of Article L.411-2-1 of the French
Monetary and Financial Code, in accordance with the 15th resolution
of the Combined General Meeting of the Company dated 20 May
2021.
In addition, 1,358,911 existing shares held by funds managed by
Seventure Partners, representing 4.72% of the Company's current
share capital, were sold to these qualified investors.
The new shares, representing 16.7% of the Company's current
share capital, on a non-diluted basis, prior to the completion of
the Primary Offering (i.e., a dilution of 14.5%), were issued by
decision (i) of the Board of Directors for implementation of the
delegation of authority which has been granted by the 15th
resolution approved by the Combined Shareholders' Meeting of the
Company on 20 May 2021, and (ii) of the Chief Executive Officer as
of 14 October 2021
The issue price of the new and sold shares was set at €1.25 per
share, representing a discount of 7.68% to the closing price of the
BALYO share on 14 October 2021, i.e. €1.354, and by 9.81% in
relation to the volume-weighted average price of BALYO shares on
the regulated market of Euronext Paris for the last three trading
days prior to its determination (i.e. from 11 to 13 October 2021
inclusive), i.e. €1.386, in accordance with the 15th resolution of
the Company's Combined General Meeting of 20 May 2021.
By way of illustration, a shareholder holding 1% of BALYO's
share capital prior to the launch of the Primary Offering will now
hold a 0.85% stake.
The share capital of the Company will be composed of 33,675,587
shares following settlement-delivery.
To the best of the Company's knowledge, the shareholder
structure before and after the completion of the Offer is as
follows:
BALYO shareholding
Before Offering
After Offering (incl.
Seventure sale)
Number of shares
% of capital
Number of shares
% capital
Members of the Board of
Directors
Pascal RIALLAND
1,000
0.0%
1,000
0.0%
Fabien BARDINET
74,392
0.3%
74,392
0.2%
BPI FRANCE INVESTISSEMENT
5,053,950
17.6%
5,053,950
15.0%
LINDE Material Handling GmbH
1,809,976
6.3%
1,809,976
5.4%
Founders
Thomas Duval
851,000
3.0%
851,000
2.5%
Raul Bravo
874,928
3.0%
874,928
2.6%
Other shareholders
HYSTER-YALE GROUP
1,216,545
4.2%
1,216,545
3.6%
Seventure Partners SA
2,371,685
8.2%
1,012,774
3.0%
Financière Arbevel SAS
992,944
3.4%
1,552,944
4.6%
SSUG PIPE RAIF
-
0.0%
2,000,000
5.9%
Free float
15,544,078
54.0%
19,228,078
57.1%
TOTAL
28,790,498
100.0%
33,675,587
100.0%
Admission to trading of the new shares
The new shares will rank for dividend immediately and will be
admitted to trading on the regulated market of Euronext Paris under
the same ISIN code FR0013258399 BALYO. Settlement and delivery of
the new shares and their admission to trading on the regulated
market of Euronext Paris are expected to take place within 3
business days from the closing of the private placement.
The information presented in this press release is provided
following the completion of the placement of the shares by
accelerated bookbuilding, which is now closed, but remains subject
to the correct execution of the settlement-delivery operations,
which are the subject of the placement agreement referred to
below.
Pursuant to the provisions of 1° of Article L.411-2 of the
French Monetary and Financial Code and Article 1.4 of Regulation
(EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017, the Offer has not given rise and will not give rise to
the preparation of a prospectus subject to the approval of the
Autorité des marchés financiers (the "AMF").
Abstention and lock-up commitments
The Company has signed an abstention agreement for a period of
180 days from the settlement-delivery date of the Offer, subject to
customary exceptions, thus limiting the Company's ability to issue
new shares during this period.
Seventure Partners has signed a lock-up agreement for all the
shares held by the funds it manages and not sold during the Offer,
for a period of 15 months from the date of settlement-delivery of
the Offer, subject to certain customary exceptions.
Risk factors
The public's attention is drawn to the risk factors relating to
the Company and its business, presented in section 3 of the
Universal Registration Document approved on April 27, 2021 by the
AMF, available free of charge on the Company's website
(balyo.fr/investors). The occurrence of some or all of these risks
could have an adverse effect on the Company's business, financial
condition, results, development or prospects. The risk factors
presented in the said Universal Registration Document are identical
as of the date of this press release. In particular, the Company
states that orders placed and payments made by LINDE Material
Holding (LHM) are 100% in line with order commitment targets for
2021 previously communicated.
In addition, investors are invited to take into account the
following risks specific to the issue: (i) the market price of the
Company’s shares may fluctuate and may fall below the subscription
price of the shares issued, (ii) the volatility and liquidity of
the Company’s shares may fluctuate significantly, (iii) disposals
of the Company’s shares may take place in the market and may have
an adverse impact on the Company’s share price, and (iv) the
Company’s shareholders may see potentially significant dilution as
a result of any future capital increases that may become necessary
to finance the Company.
About BALYO
Humans around the World deserve enriching, creative jobs. At
BALYO, we believe that pallet movements in DC and manufacturing
sites should be left to fully autonomous robots. To execute this
ambition, BALYO transforms standard forklifts into intelligent
robots thanks to its breakthrough Driven by Balyo™ technology. Our
leading geo guidance navigation system enables robots to locate
their position and navigate autonomously inside buildings - without
the need for any additional infrastructure. To accelerate the
material handling market conversion to autonomy, BALYO has entered
into two global partnerships with KION (Linde Material Handling's
parent company) and Hyster-Yale Group. A full range of globally
available robots has been developed for virtually all traditional
warehousing applications; Tractor, Pallet, Stackers, Reach and
VNA-robots. BALYO and its subsidiaries in Boston and Singapore
serve clients in the Americas, Europe and Asia-Pacific. The company
has been listed on EURONEXT since 2017 and its sales revenue
reached €21.7 million in 2020. For more information, visit
https://www.balyo.com/
Disclaimer
This press release contains forward-looking statements that
relate to the Company’s objectives. While the Company considers
such forward-looking statements to be reasonable, such
forward-looking statements are based solely on the current
expectations and assumptions of the Company’s management and
involve risk and uncertainties, which may result in different
outcomes than those contained in the forward-looking
statements.
This press release and the information contained herein are only
for information purposes and do not constitute an offer to sell or
subscribe to, or a solicitation of an offer to buy or subscribe to,
shares in the Company in any country, including France.
The distribution of this press release may be subject to legal
or regulatory restrictions in certain jurisdictions. Any person who
comes into possession of this press release must inform him or
herself of and comply with any such restrictions, and as the case
may be, to abide by such restrictions. This press release does not,
and will not, constitute an offer nor an invitation to solicit the
interest of public in France.
This announcement is an advertisement and not a prospectus
within the meaning of regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (the “Prospectus
Regulation”).
In France, the offering of the Company’s securities as described
above will be carried exclusively through an offer to the benefit
of qualified investors, as defined in Article 2(1)(e) of the
Prospectus Regulation and in accordance with article L. 411-2(1) of
the French Monetary and Financial code (code monétaire et
financier) and applicable regulatory provisions. No prospectus will
require to be approved or subject to approval from the AMF
(Autorité des Marchés Financiers).
With respect to Member States of the European Economic Area
other than France (the “Member States”), no action has been taken
or will be taken to permit a public offering of the securities
referred to in this press release requiring the publication of a
prospectus in any Member State. Therefore, such securities may not
be and shall not be offered in any Member State (other than France)
other than in accordance with the exemptions of Article 1(4) of the
Prospectus Regulation or, otherwise, in cases not requiring the
publication by BALYO of a prospectus under Article 3 of the
Prospectus Regulation and/or the applicable regulations in such
Member State.
In the United Kingdom, this press release has been prepared on
the basis that any offering of the Company’s securities in the
United Kingdom will benefit from an exemption under Regulation (EU)
2017/1129, which is part of UK law under the European Union
(Withdrawal) Act 2018 (the “UK Prospectus Regulation”), regarding
the obligation to publish a prospectus for offerings of the
Company’s securities. This press release is not a prospectus within
the meaning of the UK Prospectus Regulation.
This press release and the information it contains are being
distributed to and are only intended for persons who are (i)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”), (ii) high net worth entities and
other such persons falling within Article 49(2)(a) to (d) of the
Order (“high net worth companies”, “unincorporated associations”,
etc.) or (iii) other persons to whom an invitation or inducement to
participate in investment activity (within the meaning of Section
21 of the Financial Services and Market Act 2000) may otherwise
lawfully be communicated or caused to be communicated (all such
persons in (i), (ii) and (iii) together being referred to as
“Relevant Persons”).
This press release is only being distributed to Relevant Persons
and any person who is not a Relevant Person should not act or rely
on this press release or any of its contents. Any invitation, offer
or agreement to subscribe, purchase or otherwise acquire securities
to which this press release relates will only be engaged with
Relevant Persons.
This press release and the information it contains are not
intended to be distributed, directly or indirectly, in the United
States of America and do not, and will not constitute an offer to
subscribe for or sell, nor the solicitation of an offer to
subscribe for or buy, securities of BALYO in the United States of
America. Securities may not be offered or sold in the United States
of America absent from registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act”), it being specified that the securities of
BALYO have not been and will not be registered within the U.S.
Securities Act. BALYO does not intend to register securities or
conduct a public offering in the United States of America.
This press release may not be published, forwarded or
distributed, directly or indirectly, in the United States of
America, Canada, Japan or Australia. The information contained in
this document does not constitute an offer of securities for sale
in the United States of America, Canada, Japan or Australia.
1 Acting through Bryan Garnier Securities SAS.
This press release is not intended for
publication or distribution in the United States, Canada, Japan or
Australia.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211014006178/en/
BALYO Frank Chuffart investors@balyo.com
NewCap Financial Communication and Investor Relations
Thomas Grojean / Louis-Victor Delouvrier Tel: +33 1 44 71 98 53
balyo@newcap.eu
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