Europlasma Launches a EUR1,982,578.65 Million Capital Increase With Preferential Subscription Rights Maintained for Shareholders
BORDEAUX, France, July 12, 2010 /PRNewswire-FirstCall/ -- EUROPLASMA (Alternext - ALEUP) is announcing the launch of a EUR1,982,578.65 capital increase through the issuing of 1,279,083 new shares ("New Shares") with preferential subscription rights maintained, based on one (1) New Share for nine (9) existing shares at a price of EUR1.55 per New Share.
The construction of the first CHO-Power plant (electricity production from biomass and/or residual waste based on the advanced gasification process using the plasma torch technology) in Morcenx (France, 40) requires a high level of capital. The amount estimated by Europlasma and its financial partner to finance this first industrial CHO-Power unit represents a total of EUR36 million. This is based on the Europlasma Group contributing EUR11.7 million in financing and/or bank guarantees, in addition to EUR1 million in cash for the project, giving a total of EUR12.7 million to be covered by the Group. In the absence of this financing, the actual project could be called into question.
The present transaction, which was approved by a majority of the shareholders at the general meeting on June 30th, 2010, is therefore intended to enable work to start on building the Morcenx CHO-Power plant.
Alongside this capital increase, the Company's Board of Directors has decided on a capital increase for approximately EUR4 million in preferred shares, based on a private placement at a price of EUR1.75 per share. Contacts are already being made in order to present this operation to several qualified investors.
Under the usual caveats and internal investment approval process taking place at this time, Europlasma's main shareholders have expressed their interest in principle to participate in operations.
Indicative schedule for the capital increase: Board of Directors' decision June 30th, 2010 Publication of a press release relating to July 12th, 2010 the issue Publication of a notice in the French July 12th, 2010 official gazette (BALO) Opening of the subscription period July 15th, 2010 Closing of the subscription period July 29th, 2010 Publication of NYSE Euronext Paris SA's August 11th, 2010 notice relating to the admission of the new shares and the scale for the distribution of subscriptions subject to allocation Settlement-delivery of New Shares August 13th, 2010 Listing of New Shares August 13th, 2010
Disclaimer:
In accordance with the provisions of Article L. 411-2 of the French monetary and financial code (Code monetaire et financier) and Article 211-2 of the general regulations drawn up by the French securities regulator (Autorite des marches financiers, AMF), the present issues will not be covered by an AMF-approved Prospectus since the total amount of the offerings is included between EUR100,000 and EUR2,500,000, and they concern financial securities which do not represent more than 50% of the Company's capital.
A notice for shareholders relating to these transactions is being published today in the French official gazette (Bulletin des Annonces Legales et Obligatoires, BALO).
- Authorization of the issue:
Decision by the Board of Directors on June 30th, 2010 under the delegation granted by the combined general meeting on June 30th, 2010 (9th resolution)
- Conditions for the transaction:
Issue amount. - The amount of the New Share issue, including the issue premium, represents a total of EUR1,982,578.65 (EUR1,279,083 nominal and EUR703,495.65 issue premium), corresponding to the product of the number of New Shares to be issued multiplied by the subscription price for one New Share, i.e. EUR1.55.
Extension option. - The Board of Directors may increase the amount of the issue in the event of excess demand, as authorized by the combined general meeting on June 30th, 2010 (10th resolution).
Subscription price. - The unit subscription price for a New Share is EUR1.55, representing an issue premium of EUR0.55.
Subscription opening and closing dates. - From July 15th to July 29th, 2010.
Preferential subscription right on an irreducible basis. - Subscriptions for New Shares are reserved in priority for existing shareholders or transferees of their preferential subscription rights, which will be able to subscribe on an irreducible basis, with one (1) New Share for nine (9) preferential subscription rights, without taking into consideration any fractions.
Shareholders or transferees of their preferential subscription rights which, relative to the subscription on an irreducible basis, may not hold a sufficient number of existing shares or preferential subscription rights to obtain a whole number of New Shares, will be able to buy or sell the number of preferential subscription rights necessary to reach a multiple giving a whole number of New Shares.
Preferential subscription right subject to allocation. - Shareholders have a subscription right for shares subject to allocation.
Exercising of the preferential subscription right. - To exercise their preferential subscription rights, holders will need to submit a request through their financial intermediary and pay the corresponding subscription price.
The preferential subscription right will need to be exercised by its beneficiaries, subject to being forfeited, before the end of the subscription period.
In accordance with French law, such rights will be able to be traded for the duration of the subscription period, i.e. from July 15th, 2010 to July 29th, 2010 inclusive, under the same conditions as existing shares.
The selling party will divest the preferential subscription right to the transferee which, for exercising the preferential subscription right acquired in this way, will purely and simply take the place of the existing share holder in terms of all the rights and duties.
Any preferential subscription rights not exercised by the end of the subscription period will be null and void as of right.
If subscriptions on an irreducible basis and subject to allocation have not accounted for the entire share issue as defined above, the Board of Directors may use, in the order it deems relevant, some or all of the options provided for under Article L. 225-134 of the French commercial code (Code de commerce), with the exception of a public offering as per Articles L 411-1 and L 411-2 of the French monetary and financial code.
Listing of the preferential subscription right. - The preferential subscription rights will be detached on July 15th, 2010. They will be listed and traded on NYSE Euronext Alternext Paris under ISIN FR0010921536 from July 15th, 2010 to July 29th, 2010 inclusive.
Limitation of the capital increase. - The Board of Directors may limit the capital increase to the amount of subscriptions collected provided that these represent at least 75% of the amount initially set. Furthermore, if the amount of New Shares not subscribed for represents less than 3% of the capital increase, the Board of Directors may limit this increase to the amount of subscriptions collected.
Depository institutions. - Payment of subscriptions. - Subscriptions for New Shares and payments of funds by subscribers, whose securities are registered on a bearer or administered registered basis, or their authorized agent acting in their name and on their behalf will be received until July 29th, 2010 inclusive by the authorized financial intermediaries.
Subscriptions and payments by subscribers whose shares are held on a pure registered basis will be received free of charge until July 29th, 2010 inclusive by CACEIS Corporate Trust, Services titres et financiers, 14 rue Rouget de Lisle, 92862 Issy Les Moulineaux Cedex 09, France.
Each subscription must be accompanied by payment of the subscription price.
Funds paid in support of subscriptions will be cleared by CACEIS Corporate Trust, 14 rue Rouget de Lisle, 92862 Issy Les Moulineaux Cedex 09, France, which will be responsible for drawing up the certificate of deposit for funds acknowledging the performance of the capital increase and the issuing of the New Shares.
Subscriptions for which payments have not been made will be cancelled as of right, without requiring any prior notice.
The planned delivery date for the New Shares is August 13th, 2010.
Guarantee. - The offering will not be covered by a guarantee of successful completion. As such, trading on the security will only commence following the settlement-delivery operations and once the custodian certificate has been issued.
Dividend entitlement for New Shares. - The New Shares, which will be subject to all the provisions from the bylaws, will be created with an entitlement to dividends as of their creation. As of their issue, they will be assimilated with the existing shares.
Listing of New Shares. - A request will be made for the New Shares resulting from the capital increase to be admitted for trading on Nyse Euronext Alternext Paris. However, they will only be able to be listed once the custodian's certificate of deposit has been drawn up. They will be admitted on the same listing line as the existing shares and will be fully assimilated with them as soon as they have been admitted for trading on Nyse Euronext Alternext Paris, which is scheduled for August 13th, 2010.
EUROPLASMA is being advised in connection with this transaction by FIDAL for legal aspects, with support from ATOUT CAPITAL FINANCE as the Listing Sponsor.
About Europlasma
Founded in 1992, Europlasma is a French Group specialized in clean technologies and renewable energy production. The Europlasma Group is made up of four main units and 260 employees who are all firmly committed to sustainable development and experts in waste processing and reclamation.
> Europlasma develops, produces and markets waste processing and energy production solutions based on its proprietary plasma torch technology.
> Inertam is the global specialist for the destruction and reclamation of asbestos and hazardous waste.
> CHO Power is a waste gasification power producer (EfW - Electricity from Waste).
> Europe Environnement is the European market leader for ventilation and air depollution systems for industry.
[http://www.europlasma.com] [Euronext Paris Alternext - Ticker: ALEUP - ISIN: FR0000044810]
Press and investor contacts Europlasma Didier Pineau [email protected] Tel: +33-5-56-74-73-72 Shareholders: Calyptus Marie Ein / Alexis Breton [email protected] Tel: +33-1-53-65-68-68 Qualified investors: Atout Capital Finance Eric Parent / Melanie Bonanno [email protected] Tel: +33-1-56-69-61-81
SOURCE Europlasma
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