Ecoslops (Euronext Growth – ALESA – FR0011490648), the cleantech that brings oil into the circular economy, is pleased to announce the launch of two capital increases, with removal of the shareholders’ preferential subscription right and without a priority period, of approximately €6 million (the “Transaction”).
Vincent Favier, Chairman and CEO of Ecoslops: “This fund raising is intended to accelerate the company’s development, particularly Scarabox®. This turnkey solution is Ecoslops’ latest innovation, meeting the needs of a vast number of emerging countries and requiring adequate dedicated commercial and technical resources. This funding will also make it possible to continue ongoing P2R developments, particularly in regions in South-East Asia, in Singapore. Through these two activities, Ecoslops is contributing to the low-carbon production of energy products from the circular economy.”
Use of Proceeds from the Transaction
The Company plans to use proceeds from the Transaction to finance roll-out of the Scarabox® offer, a local circular economy solution enabling sustainable recycling of used motor oils and hydrocarbon residues to convert them into high quality fuels, namely through investments in R&D, human resources and minority shareholdings in projects.
Proceeds from the Transaction will also be used to fund studies of port infrastructure projects for the collection and recycling of hydrocarbon residues that could be deployed in the Middle East and South-East Asia regions under the partnership with Mercuria Energy Group announced on 19 October.
If the amount of the Transaction is reduced to 75%, the Company will allocate fewer resources to the aforementioned objectives, resulting in a lower number of projects.
Key terms and conditions of the Transaction
The Transaction consists of two separate offers:
• A public offer in the form of a private placement intended for institutional investors based in France and in certain overseas countries, specifically excluding the United States, Japan, Canada and Australia, which will be carried out according to the so-called book-building technique as developed by professional practise (the “Private Placement”); and
• A public offer, mainly aimed at private individuals via the PrimaryBid platform, which will be allocated in proportion to demand; in the event of excess demand allocations will be reduced as appropriate (the “PrimaryBid Offer”).
The capital increase relating to the PrimaryBid Offer and the capital increase relating to the Private Placement (together, the “Capital Increases”) will be made respectively pursuant to the 11th and 12th resolutions of the Company’s General Meeting dated 11 June 2020. The initial amount envisaged for the Private Placement is €5.3 million and the maximum amount of the PrimaryBid Offer is €0.7 million. The final size of the Private Placement and the PrimaryBid Offer will depend exclusively on orders received for each offer, and no reallocation will be made from one to the other.
Capital Increases will be made with removal of the shareholders’ preferential subscription right and without a priority period.
The subscription price for new shares under the PrimaryBid Offer will be equal to the price of shares offered under the Private Placement. It will be derived by comparing supply under the Private Placement with the demand of institutional investors according to the book-building technique as developed by professional practise.
The subscription price will be equal to the weighted average of the prices of the last three trading sessions preceding this Transaction launch announcement, less a maximum discount of 10%.
The Private Placement and the PrimaryBid Offer will be opened on Thursday, 28 October 2021, starting at 17:35, it being stated that the PrimaryBid offer will close at 22:00, subject to any early closure.
The final terms and conditions of the Transaction will be detailed in a Company press release no later than 29 October 2021. The new shares will be subject to all statutory provisions and will be equivalent to existing shares. A request for admission to trading on Euronext Growth for these shares will be made under the same listing. Settlement/delivery and the admission to trading of new shares on Euronext Growth would take place on 2 November 2021.
The capital increase under the PrimaryBid Offer will not be carried out if the capital increase under the Private Placement is not carried out.
Subscription commitment of the major shareholders
The Company has received a subscription commitment of €2.0 million from Company shareholder Tikehau Capital under the Private Placement.
In addition, the Company has also received subscription commitments under the Private Placement from six non-shareholder investors, commitments for a total amount of €2.8M.
In total, the subscription commitments described above represent an amount of €4.8 million, i.e. 80 % of the Transaction’s initial aggregate amount.
Commitments to refrain
The Company has made a holding commitment for a period ending 180 calendar days after the settlement/delivery date of the Capital Increases, subject to certain standard exceptions.
Under the Private Placement, Portzamparc (BNP Paribas Group) acts as the sole Global Coordinator and Bookrunner. The Private Placement is not the subject of a guarantee contract.
Under the PrimaryBid Offer, investors will only be able to subscribe via the Primary
Bidpartners mentioned on the PrimaryBid website (www. PrimaryBid.fr). The PrimaryBid Offer is not covered by a guarantee contract.
A prospectus will not be prepared for the Transaction and submitted for approval to the Autorité des Marchés Financiers (AMF).
The risk factors that may have a significant impact on Ecoslops’ business are set out in section 16 of the management report on the corporate accounts and the consolidated financial statements for 2020, which can be found on the Ecoslops website (www.ecoslops.com).
The main risk factors associated with the issue are as follows:
• The market price of the Company’s shares may fluctuate and fall below the
subscription price of the new shares;
• As a result of stock market fluctuations, the volatility and liquidity of the
Company’s shares may vary significantly;
• The Company has not paid dividends for the past three years.