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BIO-UV Group (Euronext Growth® - FR0013345493 - ALTUV), a specialist in water and surface treatment and disinfection systems, today announces the launch of a capital increase of around €7.0 million through the issue of new shares with the elimination of preferential subscription rights, targeting a specific category of investors (the “Transaction”). The new shares will be subject to a request for admittance for trading on the Euronext Growth market in Paris.
Context of the Transaction
The funds will be raised from qualified domestic and international investors, excluding in particular the United States, Canada, Australia and Japan, in accordance with Article L.225-136 of the French Commercial Code and Article L.411-2 II of the French Monetary and Financial Code (the “Transaction”).
The funds raised from the capital increase will primarily be used for external growth opportunities with the aim of acquiring new clean chemical-free disinfection technologies and to bolster commercial and marketing activities.
By 2024, Bio-UV aims to be among the first global companies to use chemical-free disinfection systems, and to achieve turnover of €60 million through organic growth, compared with €20 million in 2019 and €35 million targeted for 2020. This objective is not dependent on the completion of all or part of the capital increase.
Main terms of the Transaction
In accordance with resolution 14 of the Combined General Shareholders' Meeting of 29 May 2020, the issue will involve the elimination of preferential subscription rights. Pursuant to Article L.225-138 of the French Commercial Code, the capital increase will be reserved for a specific category of investors, namely French or foreign-registered investment companies and investment funds that invest in similar or complementary sectors to that of the Company.
According to the terms of resolution 14 of the Combined General Shareholder's Meeting held on 29 May 2020, the issue price of the new shares will be equal, at a minimum, to the weighted average share price over the last five (5) trading sessions prior to setting the issue price, which may be reduced by a maximum discount of 20.00%.
The Transaction will entail the accelerated building of an order book, after which the number and price of the new shares to be issued will be determined. The accelerated book building starts immediately and should be completed before market opening on 1st October 2020, subject to any anticipated closing or prorogation. The Company will announce the result of the Transaction in a press release as soon as possible after the closing of the order book.
The settlement-delivery of the new shares issued in the context of the Transaction and their admission for trading on the Euronext Growth market in Paris will take place no later than 5th October 2020. The new shares will bear current dividend rights and will be admitted for trading on the Euronext Growth market in Paris under ISIN code FR0013345493 - ALTUV.
Pursuant to Article 1, paragraph 4 of (EU) Regulation 2017/1129, this issue will not give rise to the publication of a prospectus approved by the AMF (French financial market authority).
The main risk factors linked to 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;
- The volatility and liquidity of the Company's shares may vary significantly due to stock market fluctuations;
- The Company's shares may be sold on the secondary market after the completion of the Transaction which may have a negative impact on the Company's share price;
- The Company holds leeway in how it plans to use the proceeds of the issue implemented under the Transaction, which may not entail adherence by the shareholders or may not give rise to an increase in the short term in the value of their investment;
- The Company has not paid dividends over the last three years.
Detailed information on the Company, particularly as regards its business, results and related risk factors, is provided in the annual financial report for the financial year ended 31 December 2019 and the interim financial report covering the first six months of 2020. These documents as well as other regulated information and all of the Company's press releases are available on its website (www.bio-uv.com).
|EuroLand Corporate |
A Stifel Company
Associate lead arranger and bookrunner
|Gilbert Dupont |
Associate lead arranger and bookrunner
About BIO-UV Group
Created in 2000, BIO-UV Group designs, manufactures and markets innovative ultraviolet water and surfaces treatment systems, and since September 2019, Ozone and AOP.
The range of equipment developed by the Group is aimed at several markets: ground, marine and surfaces.
Listed on Euronext® Growth - Paris (FR0013345493 - ALTUV), BIO-UV Group has granted the “Innovative Company” label by Bpifrance and is eligible for the French “PEA-PME” investment scheme.