- Strong demand results in the exercise of the increase option,
within the limits granted by the Company’s general meeting,
enabling to raise a final gross amount of €114 million and the
issuance of 3,000,000 new shares
- The total demand reached 6,224,462 shares, representing a
subscription rate of 207% (of which 15,3% on an irreducible basis
in the context of the priority subscription period)
- International leading investors expressed their intention to
subscribe for €190.0 million in the framework of the Global
Offering, representing 80% of the total demand
- Retail investors (existing shareholders wishing to subscribe
beyond their equity stake within the priority period as well as new
shareholders) have expressed their interest in the Offering, their
demand amounting to €10 million
- Following the transaction, BOLD (L’Oréal’s venture arm),
Michelin Ventures and Copernicus Wealth Management1 hold 5.91%,
4.36% and 5.90% of Carbios’ share capital respectively and the free
float amounts to 80.89% of the share capital
- L'Occitane Group has subscribed to the transaction for an
amount of €10 million and thus holds 2.36% of the capital of
Carbios
- The proceeds of the capital raised allow Carbios to pursue its
strategy with the construction of a first of a kind 100% PET
recycling production unit using its enzymatic technology
Regulatory News:
This press release shall not be published, distributed or
disseminated, directly or indirectly, in the United States of
America, Australia, Canada or Japan.
Carbios (Euronext Growth Paris: ALCRB), the company pioneering
new enzymatic solutions to reinvent the lifecycle of plastic and
textile polymers (the “Company”), today announces the
successful completion of its capital increase launched on May 3,
2021 which was without shareholders’ preferential subscription
rights by way of a public offering and with a priority subscription
period, on an irreducible basis (à titre irréductible) only, to its
existing shareholders and a global offering (the
“Offering”), for an amount (including the issue premium) of
€114 million, after exercise of the increase option (clause
d’extension), within the limits granted by the Company’s general
meeting.
BNP Paribas, Bryan, Garnier & Co Limited, Bryan Garnier
Securities, J.P. Morgan, Natixis and ODDO BHF SCA acted as global
coordinators and joint bookrunners in connection with the Offering
(together, the “Managers”).
“The outstanding success of this capital increase gives us the
means to pursue our strategy with the construction of a first of a
kind 100% PET recycling facility exploiting our technology and to
further enhance our development while plastic industry is at a
turning point of its evolution. On behalf of the entire Carbios
team, I would like to thank all of our historical and new
shareholders which have placed their trust in us through their
subscriptions to this capital increase. Together, we are building
today a sustainable circular plastic economy that will benefit
future generations,” said Jean-Claude Lumaret, CEO of
Carbios.
USE OF PROCEEDS
The Company is planning to use the funds raised mainly to
finance:
- the construction of a reference unit using its enzymatic
technology for recycling 100% of PET, the production capacity of
which is estimated at 40,000 tons per year and for which the
investment is estimated at around €100 million (approx. 65% of
the net proceeds of the issue); in this regard, it is specified
that the part of the investment in the reference unit not financed
through the net proceeds of the issue will be financed, when the
time comes, through other sources of financing;
- the operational expenses of the Company (approx. 5% of the
net proceeds of the issue);
- operational expenses related to the demonstration plant under
construction on the Cataroux industrial site of which €10 to 15
million still have to be financed by the Company (approx. 5% of
the net proceeds of the issue); in this regard, it is specified
that the part of the investment in the demonstration plant not
financed through the net proceeds of the issue will be financed,
when the time comes, through other sources of financing;
- expenses related to its R&D activities specific to PET and
PLA, and the deployment of its research activities for other
polymers and/or other applications of its technologies (approx. 10%
of the net proceeds of the issue); and
- the rationalization of its portfolio in order to develop its
biodegradation technologies beyond PLA (approx. 15% of the net
proceeds of the issue).
Based on cash flow items to date and forecasted Company's
expenses, the net proceeds from the issue should enable the Company
to achieve its strategic objectives and cover its working capital
requirements until the end of 2023.
TERMS OF THE OFFERING
The new shares not subscribed within the priority period as well
as the new shares issued pursuant to the exercise of the increase
option were subject to a global offering (the “Global
Offering”) comprised of (a) an open price public offering in
France (the “Public Offering”) primarily intended for retail
investors and (b) an international private placement (the
“International Private Placement”) (i) in the European Union
(including France) and in certain other countries (excluding the
United States, Canada, Australia and Japan); and (ii) in the United
States to a limited number of “qualified institutional buyers”
(“QIBs”) within the meaning of Rule 144A
(“Rule 144A”) under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) and/or institutional
“accredited investors” within the meaning of Rule 501(a)(1), (2),
(3), (7), (8), (12) or (13) of Regulation D of the Securities Act
(“IAIs”) pursuant to an
exemption from registration under Section 4(a)(2) of the Securities
Act.
The subscription price of the new shares was set by the
Company’s board of directors on May 10, 2021 at €38 per new share,
representing a discount of 7.3% on the €40.98 closing price of May
7, 2021 and of 8.8% on the €41.68 5-trading day volume weighted
average price preceding May 7, 2021 (included).
The capital increase, of an aggregate amount of €114 million,
issue premium included, will result in the issuance of 3,000,000
new shares, i.e. 36.7% of the Company’s share capital.
In the context of the priority subscription period granted to
them, the demand from the Company’s existing shareholders amounted
to €36.2 million, representing 32% of the total capital increase,
of which €25.4 million excluding the subscription commitments
described below. International leading investors expressed their
intention to subscribe for €190.0 million in the framework of the
Global Offering, representing 80% of the total demand. Finally,
retail investors (existing shareholders wishing to subscribe beyond
their equity stake within the priority period as well as new
shareholders) have expressed their interest in the Offering, their
demand amounting to €10 million.
Subscriptions within the framework of the capital increase,
including those from the Company's existing main shareholders or
new investors (BOLD and Michelin Ventures), which committed to
participate in the Offering for a combined amount of €11.4 million,
were allocated as follows:
Nb. of existing shares
(non-diluted basis)
% of share capital before the
Offering
Subscription commitments (in
euros)
Subscriptions received (in
euros)
o/w on irreducible basis
o/w other
Subscriptions (number of new
shares subscribed)
Stake in the capital increase (in
euros)
% share capital after the
Offering
Business Opportunities for L’Oréal
Development (BOLD)
482,834
5.91%
6,741,732
6,741,732
6,209,504
532,228
177,414
6,741,732
660,248
Michelin Ventures
363,410
4.45%
4,673,620
4,673,620
4,673,620
-
122,990
4,673,620
486,400
To the Company's knowledge, the distribution of the Company's
shareholding (on a non-diluted basis) on the date of the AMF's
approval on the Prospectus (as defined below) and following the
completion of the capital increase was and will be as follows:
Before the Offering
After the Offering
Existing Shares (non-diluted
basis)
Exercisable Voting Rights
(non-diluted basis)
Shares (non-diluted
basis)
Exercisable Voting Rights
(non-diluted basis)
Number
% of capital
Number of Voting rights
% of voting rights
Total number of shares
% of capital
Total number of voting rights
% of voting rights
Funds managed by Truffle Capital
46,511
0.57%
46,511
0.57%
46,511
0.42%
46,511
0.42%
Directors(1)
15,798
0.19%
15,799
0.19%
15,798
0.14%
15,799
0.14%
Copernicus Wealth Management SA(2)
635,392
7.78%
635,392
7.77%
658,392
5.90%
658,392
5.89%
Business Opportunities for L’Oréal
Development (BOLD)
482,834
5.91%
482,834
5.90%
660,248
5.91%
660,248
5.91%
Michelin Ventures
363,410
4.45%
363,410
4.44%
486,400
4.36%
486,400
4.35%
Group L’Occitane
-
-
-
-
263,157
2.36%
263,157
2.35%
Treasury shares
2,501
0.03%
-
-
3,401
0.03%
-
0.00%
Free float
6,618,026
81.06%
6,635,047
81.12%
9,030,565
80.89%
9,047,586
80.94%
Total
8,164,472
100.0%
8,178,993
100.0%
11,164,472
100.0%
11,178,093
100.0%
(1) Excludes the shares of Truffle Capital
funds which have a dedicated separate line in the table
(2) Shares held by funds and / or
individuals whose management company is Copernicus Wealth
Management
The exercise of all securities giving access to the Company's
share capital at the date of the AMF's approval on the Prospectus
would result in the issuance of 712,648 new ordinary shares,
representing 6.4% of the share capital of the Company following the
completion of the capital increase.
To the Company's knowledge, no other shareholder owns, directly
or indirectly, alone or in concert, more than 10% of the capital
and voting rights of the Company.
Admission of new shares
The settlement and delivery of the new shares and their
admission to the Euronext Growth multilateral trading facility of
Euronext in Paris are expected for May 12, 2021. The new shares
will be listed on the same line as the Company’s existing ordinary
shares, will carry dividend rights and will be immediately fungible
with the Company’s existing shares.
Abstention and lock-up commitments
The Company has agreed on a lock-up period expiring 120 calendar
days following the date of settlement of the new shares, subject to
certain customary exceptions set out in the note d’opération and to
a possible waiver by the Managers.
Certain shareholders with a significant stake in the Company
(BOLD and Michelin Ventures), together holding 10.36% of the
Company’s share capital, and directors have also signed lock-up
commitments taking effect on the date these commitments were signed
and continuing for 90 days from the date of settlement of the new
shares, subject to certain customary exceptions.
Underwriting
The Offering is subject to an underwriting agreement between the
Company and the Managers which may be terminated by the Managers at
any time up to (and including) the settlement date, subject to
certain customary conditions for this type of agreement.
Availability of the prospectus
The prospectus, which received the AMF approval n°21-126 on
April 30, 2021 (the “Prospectus”), consists of (i) the 2020
Universal Registration Document filed with the AMF on April 14,
2021 under number D.21-0306 (the “URD”), (ii) the amendment
to the URD filed with the AMF on April 30, 2021 under number
D.21-0306-A01 (the “URD Amendment”), (iii) a note
d’opération (the “Note d’Opération”) and (iv) a summary
included in the Note d'Opération.
The Prospectus is available on the Company’s website
(www.carbios.com/en) and the AMF’s website
(www.amf-france.org).
Investors are advised to carefully consider the risk factors
described in section 3 of the URD, as well as in section 2 of the
Note d’Opération before deciding whether to invest in the new
shares. Should all or any part of these risk factors materialize,
Carbios’ businesses, financials, results, development or prospects
may be negatively affected.
About Carbios:
Carbios, a green chemistry company, develops biological and
innovative processes representing a major innovation in the end of
life of plastics and textiles. Through its unique approach of
combining enzymes and plastics, Carbios aims to address new
consumer expectations and the challenges of a broader energy
transition by taking up a major challenge of our time: plastic and
textile pollution.
Established in 2011 by Truffle Capital, the mission of Carbios
is to provide an industrial solution to the recycling of PET
plastics and textiles (the dominant polymer in bottles, trays,
textiles made of polyester). The enzymatic recycling technology
developed by Carbios deconstructs any type of PET plastic waste
into its basic components which can then be reused to produce new
PET plastics of a quality equivalent to virgin ones. This PET
innovation, the first of its kind in the world, was recently
recognized in a scientific paper published in the prestigious
journal Nature. Additionally, Carbios is working hand in hand with
multinational brands — like L’Oréal, Nestlé Waters, PepsiCo and
Suntory Beverage & Food Europe — to implement its technology,
and to lead the transition toward a truly circular economy.
The Company has also developed an enzymatic biodegradation
technology for PLA (a bio sourced polymer) based single use
plastics. This technology can create a new generation of plastics
that are 100% compostable in domestic conditions, integrating
enzymes at the heart of the plastic product. This disruptive
innovation has been licensed to Carbiolice, a joint venture created
in 2016, in which Carbios now holds a majority stake alongside the
SPI fund operated by Bpifrance.
For more information, please visit www.carbios.com/en
Twitter: Carbios Linkedin: Carbios Instagram : carbioshq
Carbios (ISIN FR0011648716/ALCRB) is eligible for the PEA-PME, a
government program allowing French residents investing in SMEs to
benefit from income tax rebates.
Translation is for information purposes only.
In case of discrepancy between the French and the English version
of this press release, the French version shall prevail.
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 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 (the
"Prospectus Regulation").
With respect to Member States of the European Economic Area
other than France, no action has been or will be taken to permit a
public offering of the securities covered by this press release
that would require the publication of a prospectus in any Member
State.
This press release does not constitute an offer of securities
for sale nor the solicitation of an offer to purchase securities in
the United States of America or in any other jurisdiction in which
the transaction may be subject to restrictions. The shares or any
other securities of CARBIOS may not be offered or sold in the
United States of America 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 of America 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.
In the United Kingdom, this press release is directed only at
persons who are (x) outside the United Kingdom or (y) in the United
Kingdom, who are "qualified investors" (as defined in the
Prospectus Regulations which form part of domestic law under the
European Union (Withdrawal) Act 2018) and (i) are investment
professionals within the meaning of section 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, 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 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) may be lawfully
communicated, or caused to be communicated (all such persons in
(y)(i), (y)(ii) and (y)(iii) together being referred to as
"Authorised Persons"). This press release is addressed only to
Authorised Persons and may not be used by any person other than an
Authorised 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.
BNP Paribas, Bryan, Garnier & Co Limited, Bryan Garnier
Securities, J.P. Morgan, Natixis and Oddo BHF (the “Managers”) are
acting exclusively for CARBIOS and no one else in connection with
the offer of new shares and will not regard any other person as
their respective clients and will not be responsible to anyone
other than CARBIOS for providing the protections afforded to their
respective clients in connection with any offer of new shares of
CARBIOS or otherwise, nor for providing any advice in relation to
the offer of new shares, the content of this press release or any
transaction, arrangement or other matter referred to herein.
In connection with the offering of ordinary shares of CARBIOS,
the Managers and any of their affiliates may take up a portion of
the ordinary shares as a principal position and in that capacity
may retain, purchase, sell, offer to sell for their own accounts
such shares and other securities of CARBIOS or related investments
in connection with the offer of ordinary shares of CARBIOS or
otherwise. Accordingly, references in the Prospectus to the new
ordinary shares being issued, offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by the
Managers and any of their affiliates acting in such capacity. In
addition, the Managers and any of their affiliates may enter into
financing arrangements (including swaps, warrants or contracts for
differences) with investors in connection with which they may from
time to time acquire, hold or dispose of shares. The Managers do
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
None of the Managers or any of their respective directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this press release (or whether
any information has been omitted from this press release) or any
other information relating to CARBIOS, its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
1 Shares held by funds and / or individuals whose management
company is Copernicus Wealth Management
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CARBIOS Benjamin Audebert Investor Relations
contact@carbios.com +33 (0)4 73 86 51 76 Financial
communications Actifin Jean-Yves Barbara Carbios@actifin.fr +33
(0)805 65 00 64 Financial Media Relations Actifin Isabelle
Dray Idray@actifin.fr +33(0)6 63 93 08 15 Media Relations
(Europe) Tilder Marie-Virginie Klein mv.klein@tilder.com +33
(0)1 44 14 99 96 Media Relations (U.S.) Rooney Partners Kate
L. Barrette kbarrette@rooneyco.com +1 212 223 0561
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