- Launch of a capital increase through a private placement via
the accelerated construction of an order book for an amount of
approximately 7 million euros
- Proceeds of the issue mainly intended to accelerate the
commercial ramp-up of the latest generation of robots
- Concomitant sale of a maximum of 1,358,911 existing shares
held by Seventure Partners, representing approximately 4.72% of the
share capital for a maximum amount of approximately €1.7
million
Regulatory News:
BALYO (FR0013258399, Mnémonique : BALYO, éligible
PEA-PME) (Paris:BALYO), (the "Company"), announces today the
launch of a capital increase with cancellation of the preferential
subscription right by placement to qualified French and
international investors, in accordance with the 15th resolution of
the Combined General Meeting of Shareholders dated May 20, 2021,
and the decisions of the Board of Directors of the Company dated
October 14, 2021 (the "Primary Offering").
The Primary Offer of a target amount of €7 million will in any
event be limited to 20% of the number of shares of the Company
currently listed on the regulated market of Euronext Paris.
Concurrently with the Primary Offer, funds managed by Seventure
Partners, historical shareholder of the Company since 2010,
(together, the "Selling Shareholder") have agreed to sell a
maximum of 1,358,911 shares, representing a maximum amount of
approximately €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.
The final number of shares issued and sold, the amounts raised
and sold and the exact dilution will be disclosed in the press
release announcing the result of the Offer.
Bryan, Garnier & Co Limited1 is acting as Sole Global
Coordinator, Lead Manager and Bookrunner of the transaction.
Reasons for the Primary Offer
"The latest structuring operational and commercial advances, in
particular the signing of the partnership with K�rber, support the
interest of leading logistics players in our high value-added
robotic solutions benefiting from extended technological
functionalities. In order to accelerate our commercial deployment
in 2022, we are aiming to strengthen our financial resources to
capitalize on this momentum," said Pascal Rialland, Chairman and
CEO of BALYO.
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. If the transaction is not successful or leads to a lower than
expected amount, the commercial development would be done with more
limited means and will consequently be slower.
Terms of the Offer
The Primary Offering will be carried out with cancellation of
the preferential subscription rights of the existing shareholders
of the Company, on the basis of Articles L. 225-129- and L. 225-138
of the French Commercial Code), with qualified investors within the
meaning of Article 2(e) of Regulation (EU) n°2017/1129 of June 14,
2017, as referred to in 1° of Article L.411-2-1 of the Monetary and
Financial Code, and in accordance with the 15th resolution of the
Company's Combined General Meeting of May 20, 2021, with the
decisions taken by the Board of Directors at its meeting of October
14, 2021.
The final number of new shares issued will be decided by the
Chief Executive Officer of the Company using the sub-delegation
granted to him by the Board of Directors meeting today, pursuant to
and within the limits of the 15th resolution of the Combined
General Meeting of the Company dated May 20, 2021.
The maximum number of shares sold by funds managed by Seventure
Partners under the Secondary Offering will be 1,358,911 existing
shares.
The Offer will be carried out by accelerated bookbuilding, at
the end of which the number of new shares to be issued and the
number of shares to be sold will be determined. The price
applicable under the Offer will be 1.25 euro per new share or
existing share sold, representing a discount of less than 10%
compared to the weighted average of the prices of the Company's
shares on the regulated market of Euronext in Paris during the
three trading days preceding the date of the determination of the
Offer price.
The accelerated book building procedure will be initiated
immediately and is expected to close before the opening of the
markets on October 15, 2021, subject to any extension. The Company
will announce the results of the Offer, the dilution and the new
capital allocation as soon as possible after the closing of the
order book, by way of a press release.
The Offer is open to qualified investors within the meaning of
Article 2(e) of Regulation (EU) n°2017/1129 of June 14, 2017, as
referred to in Article L.411-2 of the French Monetary and Financial
Code, in France and outside France, with the exception of the
United States of America under Regulation S and the U.S. Securities
Act of 1933, as amended (the "Securities Act").
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.
The settlement-delivery of the new shares issued and of the
existing shares sold and the admission to trading on the regulated
market of Euronext Paris of the new shares are expected to take
place within 3 business days from the closing of the private
placement.
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
June 14, 2017, the Offer will not give rise to the preparation of a
prospectus subject to the approval of the Autorité des marchés
financiers (the "AMF").
Subscription commitments
The Company has already received commitments from new and
existing qualified investors to subscribe to the Offer for a total
amount of 5.2 million euros.
Lock-up and abstention 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/20211014005829/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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