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 elimination of shareholders’ preferential subscription rights and without delay of priority, of approximately € 6 million (the “Transaction”).
Vincent Favier, Chairman and CEO of Ecoslops: “This fundraising is intended to accelerate the development of the company, in particular Scarabox®. This turnkey solution is the latest innovation from Ecoslops, meeting the needs of a large number of emerging countries and requiring adequate dedicated commercial and technical resources. This funding will also make it possible to continue the P2R developments in progress, in particular in the regions of South-East Asia, in Singapore. Through these two activities, Ecoslops contributes to the low-carbon production of energy products from the circular economy.
Use of the proceeds of the transaction
The Company intends to use the proceeds of the Operation to finance the deployment of the Scarabox® offer, a local circular economy solution allowing the sustainable recycling of used engine oils and hydrocarbon residues to transform them into fuels of high quality, in particular thanks to investments in R&D, resources and minority stakes in projects.
The proceeds of the Operation will also be used to finance studies of port infrastructure projects for the collection and recycling of oil residues that could be deployed in the regions of the Middle East and South-East Asia in as part of the partnership with Mercuria Energy Group announced on October 19.
If the amount of the Operation is reduced to 75%, the Company will allocate less resources to the aforementioned objectives, which will result in a decrease in the number of projects.
Main terms and conditions of the Transaction
The Transaction consists of two distinct offers:
• A public offering in the form of a private placement intended for institutional investors based in France and in certain overseas countries, excluding in particular the United States, Japan, Canada and Australia, which will be carried out according to the so-called technical book-building method as developed by professional practice (the “Private Placement”); and
• A public offer, mainly intended for individuals via the PrimaryBid platform, which will be allocated in proportion to demand; in the event of excess demand, the allowances will be reduced if necessary (the “Primary Offer”).
The capital increase relating to the Primary Offer and the capital increase relating to the Private Placement (together, the “Capital Increases”) will be carried out respectively in application of the 11th and 12th resolutions of the General Meeting of the Company of June 11, 2020. The initial amount planned for the Private Placement is 5.3 million euros and the maximum amount of the Primary Offer is 0.7 million euros. The final size of the Private Placement and the PrimaryBid Offer will depend exclusively on the orders received for each offer, and no reallocation will be made from one to the other.
The capital increases will be carried out with cancellation of shareholders’ preferential subscription rights and without priority period.
The subscription price of the new shares within the framework of the Primary Offer will be equal to the price of the shares offered within the framework of the Private Placement. It will be derived from the comparison of the offer within the framework of the Private Placement with the demand of institutional investors according to the book-building technique as developed by professional practice.
The subscription price will be equal to the weighted average of the prices of the last three trading days preceding this announcement of the launch of the Operation, less a maximum discount of 10%.
The Private Placement and the PrimaryBid Offer will be open on Thursday, October 28, 2021 from 5.35 p.m., it being specified that the PrimaryBid offer will close at 10 p.m., subject to early closing.
The final terms of the Operation will be detailed in a press release from the Company no later than October 29, 2021. The new shares will be subject to all statutory provisions and will be assimilated to existing shares. An application for admission to trading on Euronext Growth for these shares will be made under the same listing. The settlement / delivery and admission to trading of the new shares on Euronext Growth would take place on November 2, 2021.
The capital increase within the framework of the Primary Offer will not be carried out if the capital increase within the framework of the Private Placement is not carried out.
Subscription commitment of the main shareholders
The Company received a subscription commitment of 2.0 million euros from the shareholder of the Company Tikehau Capital within the framework of the Private Placement.
In addition, the Company also received subscription commitments within the framework of the Private Placement from six non-shareholder investors, commitments for a total amount of € 2.8 million.
In total, the subscription commitments described above represent an amount of 4.8 million euros, or 80% of the total initial amount of the Operation.
Commitments to abstain
The Company has entered into a retention commitment for a period of 180 calendar days after the date of settlement / delivery of the Capital Increases, subject to certain customary exceptions.
In the context of 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.
In the context of the PrimaryBid offer, investors will only be able to subscribe via the PrimaryBid Offer
Bid partners listed on the PrimaryBid website (www.PrimaryBid.fr). The PrimaryBid offer is not covered by a guarantee contract.
No prospectus will be drawn up for the Operation and submitted for approval by the Autorité des Marchés Financiers (AMF).
The risk factors that may have a significant impact on Ecoslops’ activity are detailed in section 16 of the management report on the 2020 parent company and consolidated financial statements, available on the Ecoslops website (www.ecoslops.com ).
The main risk factors associated with the problem are:
• The market price of the Company’s shares may fluctuate and fall below the
subscription price for new shares;
• Due to fluctuations in the stock markets, the volatility and liquidity of the
The shares of the Company can vary considerably;
• The Company has not paid dividends during the past three years.