Evry, 14 December 2021: Global Bioenergies (the “Company”) is today announcing the successful completion of its capital increase for a total amount of €14.5M, without preferential subscription rights for shareholders in favor of institutional investors for €13.5M and of retail investors via the PrimaryBid platform for €1M (the “Offering”).
Samuel Dubruque, Chief Financial Officer, said: “We now have €21.2M cash in hands, which gives us visibility beyond the first semester of 2023. This transaction brings us renowned investors, French and European, convinced of the interest of the path in which we are engaged. We are pleased to have been able to involve retail investors in this offering, which are becoming increasingly numerous among the Company’s shareholders, and whose participation exceeded expectations. We thank all of the Company’s shareholders who support Global Bioenergies’ purpose through their trust and commitment.”
As a reminder, the purpose of the Offering is to provide the Company with the means to:
- continue the commercial development, finish the construction, start the industrial production and finance the working capital requirements of the Pomacle-Bazancourt unit: production of biosourced isododecane intended for the niche make-up market (for approximately 50% of the funds raised by the Offering);
- conduct the engineering work and roll out the projected plant, which in 2024 will produce at the scale of 1,000 tons to supply the larger skincare and haircare markets (for approximately 25% of the funds raised by the Offering);
- pursue R&D efforts aimed at reducing the operating cost of the process for a use in commodity and sustainable aviation fuel applications within five years, and diversify commercial opportunities (for approximately 25% of the funds raised by the Offering).
The Offering was implemented pursuant to the 9th and 11th resolutions of the General Meeting of 18 June 2021, at a price of 4.13€ per share, representing a discount of 19.8% to the volume-weighted average of the share price over the three trading days prior to its setting and to the closing price on 13 December 2021.
The Offering, in a total amount of 14.5M€, share premium included, was carried out by the issue, without preferential subscription rights, of 3,510,000 new ordinary shares representing 30.9% of the Company’s existing share capital prior to the Offering, as part of:
- an issue reserved for the Company’s commercial or industrial partners and/or private equity funds investing in the biotechnology, green energy, cosmetics or retail sectors, in the amount (including the share premium) of €13.5M through the issue of 3,267,870 new shares (the “Issue Reserved for a Category of Persons”); and
- a public offering to retail investors via the PrimaryBid platform, in the amount (including the share premium) of €1M through the issue of 242,130 new shares. The offering via PrimaryBid is the second of its kind in France (the “PrimaryBid Offering”).
The shareholders that undertook to subscribe as part of the Offering, notably including the L’Oréal group, through its BOLD (Business Opportunities for L’Oréal Development) private equity fund, and the Cristal Union group, via its Cristal Financière holding company, were satisfied in line with their demand. These two shareholders accounted for 13.3% and 1% of the Offering respectively.
The settlement-delivery and admission to trading of the new shares on Euronext Growth will take place on 16 December 2021.
The new shares will be assimilated with the existing shares on the Euronext Growth market under the ISIN code FR0011052257 – ALGBE, and will carry immediate dividend rights.
These new shares will represent 30.9% of the Company’s share capital before the Offering and 23.6% of the Company’s share capital after the Offering.
After the settlement-delivery of the Offering, the Company’s share capital, in the amount of 743,284.65€, will be composed of 14,865,693 shares.
Prior to the completion of the Offering, the Company’s shareholding structure was as follows:
 Shares held directly and indirectly via Schmilblick Ventures, of which he is the sole shareholder.
Following the completion of the Offering, the Company’s shareholding structure will be as follows:
 Shares held directly and indirectly via Schmilblick Ventures, of which he is the sole shareholder.
TP ICAP Midcap acted as sole Lead Manager and Bookrunner.
Within the framework of the PrimaryBid Offering, investors were only able to subscribe for the Offering via the PrimaryBid partners mentioned on the PrimaryBid website (https://primarybid.fr/).
Pursuant to the provisions of Article 211-3 of the General Regulation of the Autorité des Marchés Financiers (AMF) and Articles 1.4 and 3 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, the Offering did not give rise to a prospectus approved by the AMF.
About GLOBAL BIOENERGIES
Global Bioenergies has developed a process to convert plant-derived resources into a family of compounds used in the cosmetics industry as well as the energy and materials sectors. In 2021, the Group entered the market with the launch of LAST®, its own make-up brand with formulas based on a key ingredient produced via its technology. The Company is constantly seeking to enhance the performance of its process while gradually ramping up production capacities in order to supply ingredients to major cosmetics manufacturers, thereby promoting naturalness in the industry whilst improving its carbon footprint. Some of these compounds can also be used to produce renewable plastics, rubbers and paints. Lastly, Global Bioenergies is also aiming to reduce CO2 emissions in the aviation sector and thereby curb global warming. Global Bioenergies is listed on Euronext Growth Paris (FR0011052257 – ALGBE).
Head of Investor Relations & Corporate Communication
Tel.: +33 (0)1 64 98 20 50
This press release, and the information contained herein, do not constitute an offer to sell or subscribe, or the solicitation of an order to buy or subscribe, for the shares of the Company in any country.
Pursuant to the provisions of Article 211-3 of the General Regulation of the Autorité des Marchés Financiers (the “AMF”), and Articles 1.4 and 3 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”), the Offering will not give rise to a prospectus approved by the AMF.
The distribution of this press release may be subject to specific regulations in some countries. Consequently, persons physically present in those countries and in which the press release is circulated, published or distributed must inform themselves of and comply with those laws and regulations.
This press release constitutes a promotional communication and not a prospectus within the meaning of the Prospectus Regulation.
This press release does not constitute an offer to sell securities or any solicitation of an offer to buy or subscribe for securities in the United States of America. The shares or any other securities of the Company may only be offered or sold in the United States of America following a registration under the U.S. Securities Act of 1933 (the “Securities Act”), as amended, or pursuant to an exemption from such registration requirement. The Offering may exceptionally be aimed at a limited number (i) of qualified institutional buyers in the United States of America (“qualified institutional buyers” or “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended and/or (ii) institutional accredited investors (“institutional accredited investors” or “IAI”) within the meaning of Rule 501 (a) (1), (2), (3), (7), (8), (12) or (13) of Regulation D of the Securities Act pursuant to an exemption from registration in accordance with Section 4(a)(2) of the Securities Act, notably within the framework of the Issue Reserved for a Category of Persons, subject to entering into the categories determined in accordance with Article L. 225-138 of the French Commercial Code (Code de commerce). The shares of the Company will only be offered or sold outside the United States of America and in the framework of offshore transactions in accordance with Regulation S of the Securities Act. The Company does not intend to register the Offering in whole or in part in the United States of America or to make a public offering in the United States of America.
With respect to Member States of the European Economic Area, no action has been or will be taken to permit a public offering of the securities covered by this press release requiring the publication by the Company of a prospectus in a Member State other than France. Accordingly, the shares of the Company may not be offered and will not be offered in any Member State other than France, except in cases not requiring the publication by the Company of a prospectus under the Prospectus Regulation and/or the regulations applicable in that Member State.
As regards the United Kingdom, the press release is intended solely for persons 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, hereinafter the “Financial Promotion Order”), (ii) are referred to in Section 49(2) (a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (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 Promotion Order) in connection with the issue or sale of any securities may lawfully be communicated, directly or indirectly (all such persons together being referred to as the “Authorised Persons”). This press release is intended for Authorised Persons only and may not be used by any person other than an Authorised Person.
This press release must not be published, distributed or circulated, directly or indirectly, in the United States of America, Canada, Australia or Japan.
This press release contains information on the objectives of the Company as well as forward-looking statements. This information is not historical data and should not be interpreted as a guarantee that the stated facts and data will materialise. This information is based on data, assumptions and estimates considered reasonable by the Company. The Company cannot anticipate all the risks, uncertainties or other factors that may affect its business, their potential impact on its business or to what extent the materialisation of any risk or combination of risks could have results significantly different from those mentioned in any forward-looking statement. This information is given only as of the date of this press release. The Company makes no commitment to issue updates of this information or the assumptions on which it is based, except as may be required by any legal or regulatory obligation.
Lastly, this press release may be issued in French and in English. In the event of differences between the two texts, the French version shall prevail.