Completion of financing operations for the 2023-2024 strategic plan
Clermont-Ferrand, 27 February 2023, 7:00 am CET – (FR0004177046 METEX): METabolic EXplorer (the “Company”), a leader in industrial fermentation for the production of natural ingredients for the animal feed, cosmetics and biopolymer markets, today announced the completion of financing for its 2023?2024 strategic plan.
As a reminder, the Company and its subsidiaries METEX NØØVISTAGO and METEX NØØVISTA entered into an agreement with their main partners on 23 December 2022 to finance the deployment of the 2023-2024 strategic plan, in particular the transformation of the Amiens plant towards speciality amino acids, the core of the Group's strategy (the “Agreement”) .
Completion of financing operations
The injection of new liquidity, the adjustment of debt and the new financing arrangements for the Group have been finalised as part of the final completion on February 24th, 2023 of:
- the capital increase with the retention of the preferential subscription rights of the Company's shareholders at a value of 7,999,998.85 euros, including share premium (the “Capital Increase”). The 7,079,645 new shares carry dividend rights, are equivalent to the existing shares of the Company and will be traded on the same listing line under the same ISIN code FR0004177046 since Friday February 24th, 2023, settlement-delivery date;
- the issue of simple bonds by the Company to the SPI – Sociétés de Projets Industriels fund managed by Bpifrance Investissement (“SPI”), the Company's core shareholder, for a principal sum of €12 million;
- the provision to METEX NØØVISTAGO by its banking partners and Bpifrance of a State-guaranteed loan ("resilience” PGE) for a total principal sum of €33.9m;
- the provision to METEX NØØVISTAGO by its banking partners of a new medium-term loan for a principal sum of approximately €15.5 million;
- the provision by Bpifrance of two loans in the principal sum of €2 million to the Company and €1.5 million to METEX NØØVISTAGO;
- a 36-month deferral, from October 6, 2022, of all principal repayments on the loans taken out on behalf of the Company and METEX NØØVISTA; and
- the settlement of the drawings on the revolving credit facility, for a cumulative principal sum of €22 million, granted to METEX NØØVISTAGO by its banking partners.
The Company has also mandated a service provider to find additional financing for the business plan to be put in place by January 2025, up to a maximum of €30 million.
Strengthening of METabolic EXplorer's shareholder base
Following the issuance of the new shares for of the Capital Increase, Bpifrance Investissement 's shareholding increased from 25.92% to 30.10% of the Company's share capital, it being recalled that that Bpifrance Investissement, acting in particular on behalf of SPI and SPI-BEI, obtained from the Autorité des marchés financiers (the "AMF"), on 10 January 2023, an exemption from the obligation to file a draft public offer on the basis of Article 234-9 2° of the AMF's General Regulations (available on the AMF website under number 223C0054).
A subsequent decision by the Chairman and Chief Executive Officer will make all necessary adjustments to take into account the impact of this operation on the Company's capital in accordance with the legal or regulatory provisions and any stipulations of the plans for access to capital in force within the Company.
Resumption of the liquidity contract
The liquidity contract to Kepler Cheuvreux, which was suspended at the end of the trading session on 27 January 2023 in connection with the launch of the Capital Increase, will resume before the opening of the trading session from today.
About METabolic EXplorer – www.metabolic-explorer.com
Contributing to the ecological transition through innovations for the production by fermentation of functional ingredients used in the manufacture of consumer goods.
Using renewable raw materials, the Group develops and industrialises innovative and competitive industrial fermentation processes as an alternative to petrochemical processes to meet consumers' new societal expectations and the objectives of the energy transition.
Its two industrial units, METEX NØØVISTAGO and METEX NØØVISTA, allow the METEX Group to achieve its ambition of becoming one of the world leaders in functional ingredients produced by fermentation for the formulation of cosmetic products, animal feed or the synthesis of biopolymers market 1,3 propanediol (PDO) and butyric acid (BA).
Based at the Clermont Limagne technology park, near Clermont-Ferrand, METabolic EXplorer is listed on Euronext in Paris (Compartment B, METEX) and is included in the CAC Small Index.
Register at the following address to obtain financial information from METabolic EXplorer: www.metabolic-explorer.com
Investor Relations – ACTIFIN Press Relations – ACTIFIN
Benjamin LEHARI Mathias JORDAN
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This press release and the information contained herein do not constitute an offer to sell or subscribe, or a solicitation of an order to buy or subscribe, securities for METabolic Explorer S.A. in Australia, Canada, Japan or the United States of America or in any other jurisdiction in which such an offer or solicitation would be prohibited.
The dissemination, publication or distribution of this press release in certain countries may constitute a violation of applicable laws and regulations. Accordingly, persons physically present in such countries in which this press release is disseminated, distributed or published should inform themselves about and observe any such local restrictions. This press release is not for release, publication or distribution, either directly or indirectly, in Australia, Canada, Japan or the United States of America.
This press release is a promotional communication and does not constitute a prospectus within the meaning of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017, relating to the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing the Prospectus Directive 2003/71/EC (the “Prospectus Regulation”).
No communication or information relating to this transaction may be disseminated to the public in any country in which a registration or approval requirement is to be met. No steps have been taken (or will be taken) in any country (other than France) where such steps would be required. The subscription or purchase of securities issued by METabolic EXplorer S.A. may be subject to specific legal or regulatory restrictions in certain countries. METabolic EXplorer S.A. assumes no liability for any violation of these restrictions by any person.
With respect to the Member States of the European Economic Area other than France and the United Kingdom, no action has been or will be taken to permit a public offer of securities requiring the publication of a prospectus in any of the Member States concerned. Therefore, any offer of METabolic EXplorer S.A. securities may only be made in any Member State (i) to qualified investors as defined in the Prospectus Regulation; or (ii) in any other case exempting METabolic EXplorer S.A. from publishing a prospectus in accordance with Article 1(4) of the Prospectus Regulation.
This announcement and the information contained herein is directed exclusively at and intended exclusively for persons (x) outside the United Kingdom or (y) in the United Kingdom who are "qualified investors" (as defined in the Prospectus Regulations which form part of the domestic law under the European Union (Withdrawal) Act 2018) and (i) who are “investment professionals” within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are covered by Article 49(2) (a) to (d) of the Financial Promotion Order ("high net worth companies, unincorporated associations etc.") or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) may be lawfully communicated or transmitted (the persons referred to in paragraphs (y)(i), (y)(ii) and (y)(iii) together being referred to as “Authorised Persons”). Any invitation, offer or agreement to subscribe or purchase any of the financial securities referred to in this announcement is only open to Authorised Persons and may only be made by Authorised Persons. This communication is intended for Authorised Persons only and may not be used by anyone other than an Authorised Person.
This announcement does not constitute an offer of securities or any solicitation to purchase or subscribe for securities or any solicitation to sell securities in the United States of America. The securities offered here have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States in the absence of registration or an applicable exemption from registration under the U.S. Securities Act. METabolic Explorer S.A. does not intend to register the offer mentioned in this press release, or any part thereof in the United States of America, or to make any public offer in the United States of America.
Warning: Forward-looking statements
This press release contains certain statements that constitute “forward-looking statements”, including, without limitation, statements that anticipate or refer to future events, trends, plans or objectives and that are based on certain assumptions, as well as all statements that do not directly relate to a historical fact or actual occurrence. These forward-looking statements are based on the management team's current expectations and beliefs, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements; for more information on these risks and uncertainties, please refer to the documents filed by METabolic EXplorer S.A. with the Autorité des marchés financiers.
 See in particular the Company's press release dated 27 December 2022, available on the Company's website under the tab: “News & Documents / December 2022”.
 The characteristics of this capital increase, as well as its detailed results, were presented in a press release dated 7 February 2023, available on the Company's website under the tab: “News & Documents / February 2023”