Press release
Bollène, 22 November 2023 – 8:00am (CET)
The publication or distribution of this press release in certain countries may be prohibited in accordance with legislation. The information contained in this press release does not constitute an offer of securities in France, the United States of America, Canada, Australia or Japan or any other country. This press release is not intended to be published, released or distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan. This document does not constitute an offer for sale or a public offering for Egide shares in the United States of America or any other country.
Launch of a new capital increase of approximately
1.9 million euros for Egide SA, with preemptive subscription
rights for shareholders
|
1. Capital increase with Preemptive Subscription Rights for shareholders.
Egide (Euronext Growth Paris™- ISIN : FR0000072373 - Mnémo : ALGID), the global specialist in hermetic packaging, is today announcing the launch of a €1,921,561.20 Capital Increase with preemptive subscription rights (the “Preemptive Subscription Rights”) for shareholders to be subscribed in cash (the “Capital Increase”) through the issuing of 2,956,248 ordinary shares (the “New Shares”) at a unit price of €0.65, representing a premium of 4.8% compared to the closing price on 20 November 2023 (€0.62) and a premium of 7% compared to the average closing prices of the 20 trading sessions preceding the determination of the issue price by the Board of Directors (€0.607).
Egide’s shareholders will be able to subscribe to the Capital Increase at the rate of two (2) New Shares for nine (9) existing shares.
In this context, Egide received the following commitments:
- From Pléiade Venture, historical shareholder of Egide, a commitment to subscribe on a non-reducible basis and, as the case may be, on a reducible basis, to 295,625 New Shares, for an amount of €192,156, representing 10% of the Capital Increase;
- From iXcore, an entity affiliated to Mr. Hervé Arditty, a commitment to subscribe on a non-reducible basis and, as the case may be, on a reducible basis and/or on a free basis, to 2,583,700 New Shares, for an amount of €1,679,405.08, representing 87.40% of the Capital Increase;
- From Mr. Michel Faure, Chairman of the Board of Directors of Egide, a commitment to subscribe on a non-reducible basis and, as the case may be, on a reducible basis and/or on a free basis, to 76,923 New Shares, for an amount of €50,000, representing 2.60% of the Capital Increase;
These subscription commitments represent 100% of the planned Capital Increase, thus guaranteeing that the transaction will be completed.
The Company does not know the other shareholders’ intentions.
2. Use of the funds
The €1,921,561.20 raised by the Capital Increase will enable the Company:
- Reimbursing the €750,000 bond loan with CNN maturing on 14 December 2023;
- Continuing work on turning around its US subsidiaries.
3. Strengthening shareholding structure of the group
In order to improve the Company's operations, Egide wishes to strengthen and stabilize its shareholding structure.
Pléiade Venture, Egide's largest shareholder, Mr Hervé Arditty, founder of iXblue, an Egide's customer, and Mr Michel Faure, Chairman of the Board of Directors of Egide, have expressed their confidence in the future of the Egide group by guaranteeing 100% of the Capital Increase.
The Capital Increase by Pléiade Venture and iXcore, a company affiliated to Mr Hervé Arditty, should make it easier for Egide to hold general meetings and to reach the corresponding quorum.
Philippe Bringuier, CEO of Egide says:
"This capital increase will give the Egide group additional resources it needs to pursue the turnaround plan for its American subsidiaries and will strengthen its shareholder base with the entry into the capital of iXcore, a company affiliated to Mr. Hervé Arditty.
We would like to thank all the shareholders who continue to support Egide, and in particular those who will subscribe to this capital increase alongside iXcore, Pléiade Venture and Mr. Michel Faure".
4. Terms and conditions of the Capital Increase
Share capital before the transaction
Egide’s share capital before the transaction is €6,651,558, made up of 13,303,116 shares, fully subscribed and paid up, with a par value of €0.50 each.
Share codes
Name: EGIDE
Share ISIN: FR0000072373
Mnemonic: ALGID
Preemptive Subscription Right codes
Preemptive Subscription Right ISIN: FR001400M8Z9
Place of listing: Euronext Growth
Nature of the transaction
The transaction will involve the issuing of 2,956,248 ordinary shares (the “New Shares”) with Preemptive Subscription Rights for shareholders, at a unit price of €0.65. The gross proceeds of the issue will thus be €1,921,561.20 (the “Capital Increase”).
Egide’s shareholders will be able to subscribe to the Capital Increase at the rate of two (2) New Shares for nine (9) existing shares held (nine (9) preemptive subscription rights will enable their holder to subscribe to two (2) New Shares).
Legal basis of the offering
Egide SA’s Board of Directors, making use of the power delegated to it by the ninth resolution adopted by the Combined General Meeting of shareholders of 12 September 2023, decided at its meeting of 21 November 2023 to exercise such power delegated to it and carry out a capital increase by issuing New Shares, with Preemptive Subscription Rights for shareholders.
Subscription opening and closing dates
From 29 November 2023 to 7 December 2023 inclusive, on the Euronext Growth market in Paris.
Subscription price
The subscription price has been set at €0.65 per New Share, comprising the par value of €0.50 and an issue premium of €0.15. This price represents a premium of 4.8% compared to the closing price on 20 November 2023 (€0.62) and a premium of 7% compared to the average closing prices of the 20 trading sessions preceding the determination of the issue price by the Board of Directors (€0.607).
Subscription to basic entitlement
Subscription of the New Shares is reserved, as a priority, for holders of existing shares registered in their securities accounts at the end of the day preceding the opening date of the Preemptive Subscription Rights trading period, i.e. 27 November 2023.
Holders of Preemptive Subscription Rights will be able to subscribe to their basic entitlement at the rate of two (2) New Shares for nine (9) existing shares held, in other words nine (9) Preemptive Subscription Rights which will enable their holder to subscribe to two (2) New Shares, without fractions being taken into account.
Holders of Preemptive Subscription Rights may only exercise a number of such rights that enables them to subscribe to a whole number of New Shares. Shareholders or purchasers of Preemptive Subscription Rights who do not hold, for subscription to the basic entitlement, a sufficient number of existing shares or Preemptive Subscription Rights to obtain a whole number of New Shares must purchase or sell on the market a number of Preemptive Subscription Rights that will result in their holding a multiple enabling them to acquire a whole number of New Shares.
It is stated, for information, that at 21 November 2023, the Company does not hold any of its own shares.
Subscription to excess New Shares
Shareholders are given a right of pre-emption to subscribe to excess New Shares. This right will be exercised in proportion to their rights and up to the number of shares they have applied for.
At the same time as they submit their applications to subscribe to their basic entitlement, shareholders or purchasers of Preemptive Subscription Rights may subscribe to any number of excess New Shares they wish over and above the number of New Shares resulting from the exercise of their preemptive subscription rights in respect of their basic entitlement.
Any New Shares not subscribed for in the subscriptions to basic entitlements will be distributed and allotted to subscribers for excess New Shares up to the number of shares applied for and pro rata to the number of existing shares for which they have exercised their preemptive subscription rights in respect of their basic entitlement, provided that no fraction of a New Share will be allotted.
If the same subscriber submits several separate subscription applications, the number of excess New Shares to be allotted to such subscriber will be calculated on the basis of the totality of their Preemptive Subscription Rights only if they have specifically requested this in writing no later than the closing date for subscriptions. This request must be attached to one of the subscription applications and must provide all information necessary for the rights to be combined, stating the number of subscription applications made and the authorised intermediary or intermediaries with which such applications have been deposited.
Subscriptions in the names of different subscribers cannot be combined in order to obtain excess New Shares.
Euronext will publish a notice announcing, where relevant, the allocation scale for subscriptions to excess New Shares.
Exercising Preemptive Subscription Rights
Holders wishing to exercise their Preemptive Subscription Rights must submit a request to do so to their authorised financial intermediary at any time during the subscription period, i.e. between 29 November 2023 and 7 December 2023 inclusive, and pay the corresponding subscription price.
Each subscription must be accompanied by payment of the subscription price by payment in cash or by set-off against liquid, due receivables from the company. Subscriptions that have not been fully paid up will be cancelled automatically with no requirement for formal notice.
The Preemptive Subscription Rights must be exercised by their beneficiaries before expiry of the subscription period, failing which they will be lost.
The Preemptive Subscription Rights will be tradable from 27 November 2023 to 5 December 2023 inclusive, on the same conditions as the existing shares.
A seller of a Preemptive Subscription Right will transfer that right to the purchaser and for the purpose of exercising the preemptive subscription right thus acquired the purchaser will be substituted for the owner of the existing share in all the latter’s its rights and obligations thereunder.
Any Preemptive Subscription Rights not exercised at the end of the subscription period will lapse automatically.
Listing of the Preemptive Subscription Rights
At the end of the trading session on 24 November 2023, Egide’s shareholders will receive one (1) Preemptive Subscription Right for each share held (i.e. a total of 13,303,116 Preemptive Subscription Rights issued). Each shareholder holding nine (9) Preemptive Subscription Rights (and multiples of this number) will be able to subscribe to two (2) New Shares (and multiples of this number) at the unit price of €0.65.
The Preemptive Subscription Rights will be listed and traded on the Euronext Growth market, under ISIN FR001400M8Z9, from 27 November 2023 to 5 December 2023 inclusive.
Theoretical value of the preemptive subscription right
The value of the pre-emptive subscription right is zero, based on the subscription price of €0.65 per share which represents a premium of 4.8% compared to the Egide share closing price on 20 November (i.e. €0.62).
Subscription applications on a non-preemptive basis (i.e. without preemptive subscription rights)
In addition to the possibility of subscribing for basic entitlements and excess New Shares in accordance with the terms and conditions set out above, any natural or legal person may subscribe to the Capital Increase on a non-preemptive basis, whether or not they hold Preemptive Subscription Rights.
Persons wishing to subscribe on a non-preemptive basis must submit their applications to their authorised financial intermediaries at any time during the subscription period and pay the corresponding subscription price.
Pursuant to Article L.225-134 of the French Commercial Code, subscriptions on a non-preemptive basis will be taken into account only if subscriptions to basic entitlements and subscriptions to excess New Shares do not cover the whole of the Capital Increase. The Board of Directors will be entitled to allocate all or some of the unsubscribed shares at its discretion among the persons (shareholders or third parties) of its choice who have submitted applications for subscription on a non-preemptive basis.
Preemptive subscription rights detached from own shares held by the Company
It is stated, for information, that at 21 November 2023, the Company does not hold any of its own shares.
Restricting the amount of the Capital Increase
Pursuant to Article L. 225-134 of the French Commercial Code, if the subscriptions for basic entitlements, subscriptions for excess New Shares and subscriptions made on a non-preemptive basis do not cover the whole of the issue, the Board of Directors may restrict the amount of the issue to the amount of the subscriptions received, provided such amount is at least 75% of the amount of the Capital Increase.
Paying agents – Payment of subscriptions
Subscriptions for New Shares and payments by subscribers whose securities are held in administered registered form (forme nominative administrée) or bearer form will be accepted up to and including the subscription period closing date at their authorised intermediaries acting in their name and on their behalf.
Subscriptions and payments by subscribers whose shares are held in pure registered form (forme nominative pure) will be accepted free of charge at CIC Market Solutions (6 avenue de Provence - 75009 Paris; 34318@cic.fr).
The New Shares must be paid up in full on subscription, by payment in cash, for the whole of their nominal value plus issue premium. The amount of the issue premium paid will be recognised on the liabilities side of the balance sheet in a special “Issue Premium” account over which all existing and new shareholders will have rights.
The funds paid for subscriptions will be centralised at CIC Market Solutions (6 avenue de Provence - 75009 Paris; 34318@cic.fr), which will draw up the certificate of deposit of the funds recording the completion of the Capital Increase.
Subscriptions for which payments have not been made will be cancelled automatically with no requirement for a formal notice.
Investment restrictions
Sale of the New Shares and the Preemptive Subscription Rights may be subject to specific regulations in some countries. No action has been taken to place the New Shares or the Preemptive Subscription Rights in any country, in any way whatsoever.
Guarantee
The Capital Increase will not be the subject of a performance guarantee (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Commercial Code. Consequently, trading in the security will begin only after settlement and after the registrar’s certificate has been issued.
Subscription commitment
In letters signed 21 November 2023, Egide received the following commitments:
- From Pléiade Venture, historical shareholder of Egide, a commitment to subscribe on a non-reducible basis and, as the case may be, on a reducible basis, to 295,625 New Shares, for an amount of €192,156, representing 10% of the Capital Increase;
- From iXcore, an entity affiliated to Mr. Hervé Arditty, a commitment to subscribe on a non-reducible basis and, as the case may be, on a reducible basis and/or on a free basis, to 2,583,700 New Shares, for an amount of €1,679,405.08, representing 87.40% of the Capital Increase;
- From Mr. Michel Faure, Chairman of the Board of Directors of Egide, a commitment to subscribe on a non-reducible basis and, as the case may be, on a reducible basis and/or on a free basis, to 76,923 New Shares, for an amount of €50,000, representing 2.60% of the Capital Increase.
These subscription commitments represent 100% of the planned Capital Increase, thus guaranteeing that the transaction will be completed.
It is specified that the subscription commitment received from Mr Michel Faure was the subject of a special approval by the Board of Directors (under the related-party agreements procedure) for which Mr Michel Faure did not take part in the vote.
The Company does not know the other shareholders’ intentions.
Settlement of the New Shares
According to the indicative timetable of the Capital Increase, the settlement date for the New Shares is scheduled to be 14 December 2023.
Characteristics of the New Shares
Entitlement to dividends: The New Shares, which will be subject to all the provisions of the Articles of Association, will bear current dividend rights and be fungible with the Company’s existing shares from the time they are issued. According to the indicative timetable of the Capital Increase, it is anticipated that the New Shares will be registered in securities accounts on the settlement date. i.e. 14 December 2023.
Currency of issue of the New Shares: The New Shares will be issued in Euros.
Listing of the New Shares: An application will be made for the New Shares to be admitted to trading on the Euronext Growth market in Paris, on 14 December 2023. Nevertheless, they will only be able to be listed after the depositary has issued the certificate of deposit. They will be immediately fungible with the Company’s existing shares already traded on the Euronext Growth market in Paris and will be tradable, from that date, on the same listing line as those shares under the same ISIN FR0000072373 – mnemo ALGID.
DILUTION
Impact of the issue on net assets per share
| Net assets per share (in Euros) | Non-diluted basis* | Diluted basis** |
| Before issue of the New Shares under this Capital Increase | 0.647 | 0.633 |
| After issue of 2,956,248 New Shares under this Capital Increase | 0.529 | 0.520 |
| *: Based on net assets of 8,602,000 Euros on 30/06/2023 | ||
| **: At 21 November 2023 there are 285,000 outstanding stock-options | ||
Impact of the issue on a shareholder’s position
| Shareholder’s holding (in %) | Non-diluted basis* | Diluted basis** |
| Before issue of the New Shares under this Capital Increase | 1.000% | 0.979% |
| After issue of 2,956,248 New Shares under this Capital Increase | 0.818% | 0.804% |
| *: Based on 13,303,116 existing shares at 20 November 2023 | ||
| **: At 21 November 2023 there are 285,000 outstanding stock-options | ||
Terms and conditions of subscription
You have Preemptive Subscription Rights attached to your Egide SA shares giving you a preferential right to subscribe to the new shares at the rate of two (2) New Shares for nine (9) Preemptive Subscription Rights (1 existing share giving entitlement to 1 Preemptive Subscription Right).
- Either you have an exact and sufficient number of existing shares to be able to subscribe through your Preemptive Subscription Rights to a whole number of new shares (for example, if you have nine (9) Egide shares, you will have a preferential right to subscribe to two (2) New Shares).
- Or you do not have a sufficient number of existing shares to obtain a whole number of New Shares, in which case you can purchase or sell a number of Preemptive Subscription Rights that will result in your holding a multiple enabling you to acquire a whole number of New Shares (two (2) New Shares for nine (9) Preemptive Subscription Rights).
You may also, in addition to your subscriptions made using your Preemptive Subscription Rights, subscribe on a non-preemptive basis by 7 December 2023 (although your subscription will be taken into account only if the transaction has not already been fully subscribed by holders of Preemptive Subscription Rights.
Each subscription must be accompanied by payment of the subscription price.
Indicative timetable of the transaction
| 21 Nov. 2023 | Board of Directors’ decision concerning implementation of the transaction and the final terms and conditions thereof. |
| 22 Nov. 2023 | Issue of the Company’s press release describing the principal features of the Capital Increase. Issue by Euronext of the notice concerning the offering announcing the listing of the preemptive subscription rights. Publication of the notice to shareholders in the Bulletin des Annonces Légales et Obligatoires (BALO) (French bulletin of compulsory legal notices). |
| 24 Nov. 2023 | Accounting day at the end of which holders of existing shares recorded in their accounts will be allotted preemptive subscription rights. |
| 27 Nov. 2023 | Admission and opening of the preemptive subscription rights trading period on the Euronext Growth market. |
| 29 Nov. 2023 | Opening of the subscription period |
| 5 Dec. 2023 | End of the preemptive subscription rights trading period on the Euronext Growth market. |
| 7 Dec. 2023 | Close of the subscription period |
| 12 Dec. 2023 | Issue of the Company’s press release on the results of the subscriptions. Issue by Euronext Paris of the notice of admission of the New Shares indicating the final amount of the Capital Increase and the allocation scale for subscriptions to excess New Shares. |
| 14 Dec. 2023 | Settlement of the transaction and admission of the New Shares to trading on Euronext Growth. |
Warning
Pursuant to Article L. 411-2-1 1° of the French Monetary and Financial Code and Article 211-2 of the General Regulation of the Autorité des Marchés Financiers (“AMF”) (the French financial markets authority), the Capital Increase does not require a prospectus approved by the AMF because the total amount of the offering calculated over a period of twelve months does not exceed 8 million Euros.
A notice to shareholders concerning this transaction will be published on 22 November 2023 in the Bulletin des Annonces Légales et Obligatoires (BALO).
Risk factors
The principal risk factors associated with the issue are mentioned below:
- the market for the preemptive subscription rights could offer only limited liquidity and be highly volatile;
- shareholders who do not exercise their preemptive subscription rights will see their shareholding in the Company’s capital diluted;
- the market price of the Company’s shares could fluctuate and fall below the issue price of the shares to be issued under the preemptive subscription rights;
- the volatility and liquidity of the Company’s shares could fluctuate significantly;
- if the market price of the Company’s shares falls, the preemptive subscription rights could suffer a loss in value.
Before investors take any investment decision, they are invited to consider the risk factors described in the 2022 Annual Financial Report available on Egide’s website (www.Egide-group.com) in the section “Finance – Financial Information”.
CONTACTS
Egide –Philippe Bringuier – CEO and CFO: +33 4 90 30 97 11 – pbringuier@fr.egide-group.com
FIN’EXTENSO – Isabelle Aprile – Media Relations: +33 6 17 38 61 78 – i.aprile@finextenso.fr
About the EGIDE Group – You can find all the latest news about the Group online at: www.egide-group.com and LinkedIn
Egide is an international group specialising in the manufacture of hermetic packages and heat dissipating solutions for sensitive electronic components. We are active in cutting-edge markets with high technological barriers in all critical environments (thermal imaging, optoelectronics, hyper-frequency components, power packages, etc.). Egide is the only dedicated global player and has manufacturing operations in France and the United States.
Egide is listed on Euronext Growth Paris™- ISIN: FR0000072373 - Mnemo: ALGID
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