Transaction details
- Subscription price: €25.32 per new share
- Subscription exchange rate: 3 new shares for 7 existing
shares
- Trading period for pre-emptive subscription rights: 23 June to
5 July 2023 inclusive
- Subscription period: 27 June to 7 July 2023 inclusive
- Result of the capital increase: 11 July 2023
- Settlement-delivery and admission of new shares on Euronext
Growth Paris: 13 July 2023
- Eligibility of Carbios shares for the PEA, the PEA-PME and the
150-0 B ter scheme of the French General Tax Code (reinvesting
capital gains)
This press release shall not be published,
distributed or disseminated, directly or indirectly, in the United
States of America, Australia, Canada or Japan
This an advertisement and not a prospectus
within the meaning of Regulation (EU) 2017/1129, as amended.
Carbios shares and PSR are eligible for the PEA and PEA PME
investment schemes, subject to conditions. PSR cannot be acquired
in connection with the PEA.
Regulatory News:
Carbios (Euronext Growth Paris: ALCRB), a pioneer in the
development and industrialization of biological technologies to
reinvent the life cycle of plastics and textiles (the
“Company”), announces today the launch of a capital increase
in cash with pre-emptive subscription rights maintained for
shareholders (“PSR”) totalling an initial gross amount of
around €122 million, likely to be increased to around €141 million
if the extension clause is fully exercised (the “Capital
Increase”).
“In 2013, we presented a vision that one day our innovative
technologies, inspired by nature, would revolutionize the life
cycle of plastic and textiles to protect the planet and our oceans
from plastic pollution. This ambitious promise is now becoming
reality, backed by solid research results that have exceeded our
expectations.
It is now time to take our industrial and commercial project a
step further with the commissioning in 2025, in France, of the
world’s first PET biorecycling plant, in partnership with Indorama
Ventures, a leading producer of recycled PET for the bottle
market1. To this end, Carbios enjoys strong support from
public authorities2, an ecosystem of global players in the
Food & Beverage, cosmetics and apparel industries, and its
strategic alliance with Novozymes, the world leader in enzyme
production.
It is with the aim of financing this plant, accelerating our
R&D and the deployment of research activities for other
polymers and other applications of our technologies, that we are
launching this capital increase with the maintenance of pre-emptive
subscription rights to let you take part in the acceleration of our
growth.
We are delighted that we already have the backing of our
strategic shareholders, whose continued support reflects their
confidence in this project’s success, and their aim to tackle the
global emergency of plastic pollution. We hope that the transaction
we are offering today will receive your support, giving you the
opportunity to be an integral part of this unifying project for the
future,” says Emmanuel Ladent, CEO of Carbios.
Purpose of the Capital Increase
The net proceeds from the issue of the Offered Shares (as
defined below) will be used as follows:
– approximately 85% of the net proceeds of the issue will be
used to finance the construction of the first plant, with an
estimated production capacity of 50,000 tonnes per year and an
estimated investment of approximately 230 million euros. The part
of the investment in the first plant not financed by the net
proceeds of the issue will be financed by financing to be received
from Indorama Ventures (approximately €110 million), subsidies from
the French government (€30 million) and the Grand-Est Region (€12.5
million) and part of the Company's available cash (€83 million at
31 May 2023);
– approximately 15% of the net proceeds of the issue will be
used to fund PET R&D activities.
In the event that the Extension Clause (as this expression is
defined hereinafter) is partially or fully exercised, the Company
is envisaging to use the additional net proceeds from the issue to
accelerate the rollout of its research activities for other
polymers and/or other applications of its technologies.
The proceeds from the Capital Increase in the event of 100%
fulfilment are estimated at around €118 million (which may be
increased to around €136 million if the Extension Clause is fully
exercised).
Financing of the construction the first industrial
plant
The global investment for the first plant is estimated to €230
million3. On the basis and subject to the terms and conditions of
the memorandum of understanding signed with Indorama Ventures4
(Carbios and Indorama Ventures intending to finalize the
contractual documentation by the end of 2023), Indorama Ventures
plans to mobilize about €110 million for the Joint Venture in
equity and non-convertible loan financing5. The financing by
Carbios of €120 million would include a financing of up to €42.5
million (in the form of subsidies) from the French State and the
Grand-Est Region. The balance, i.e. c. €77.5 million, which will
stagger until the commissioning, would be realised with a part of
the Company's available cash position (amounting, as a reminder, to
€83 million as at 31 May 2023), with the remainder of the
non-collected subsidies and with a part of the proceeds of the
issuance of the Offered Shares.
Besides, the estimated breakdown of the financing of the first
plant until the end of the first semester of 2024 shall be the
following : €1.4 million during June 2023, €22 million during the
second semester of 2023 and €35 million during the first semester
of 2024, corresponding to the disbursements for various studies and
the first instalments on orders made for “long-lead time” equipment
that will be spread out until commissioning of the plant in 2025.
In addition, the Company estimates its cash burn in relation to the
coverage of its various costs (including operating costs and
capital expenditure, excluding financing of the first plant) at
approximately €32.5 million until the end of the first semester of
2024.
Therefore, the global financing need until the end of the first
semester of 2024 is estimated to €90.9 million, including 58.4
million in relation to the financing of the first plant and €32.5
million in relation to various costs (including operating costs and
capital expenditure, excluding financing of the first plant). €16.6
million worth of subsidies are to be collected to complete the
Company's cash position on this period (including €12.5 million in
the form of subsidies from the French State and from the Grand-Est
region relating to the financing of the plant). It is recalled that
the Company's available cash position amounted to €83 million as at
31 May 2023.
In the long run, it is envisaged that Carbios will enter into a
licensing agreement with the joint venture. In Carbios'
consolidated financial statements, intra-group financial flows are
neutralized in accordance with current accounting standards. In
addition to this licence agreement with its reference shareholder
(Carbios), the joint venture is expected to enter into a supply
agreement, a monomer supply agreement with Indorama Ventures and a
royalty agreement on the PET produced by Indorama Ventures from
these monomers.
Main terms and conditions of the Capital Increase
The Capital Increase will be carried out with pre-emptive
subscription rights maintained for shareholders, in accordance with
the 11th and 12th resolutions of the combined general meeting of
shareholders of 22 June 2022.
Its completion will result in the issue of 4,833,648 new shares
(the “New Shares”), which may be increased, if the Extension
Clause is fully exercised, by 725,047 additional new shares (the
“Additional New Shares” and together with the Initial
Shares, the “Offered Shares”) at the subscription price of
€25.32 per Offered Share (or €0.70 in par value and €24,62 in share
premium), to be fully paid up upon subscription by payment in cash,
representing a gross amount, including share premium, of
122,387,967 euros, which may be increased to a gross amount of
140,746,157 euros, if the Extension Clause is fully exercised.
Each shareholder of the Company will receive, on 23 June 2023,
one (1) PSR per share registered on an accounting basis in his/her
securities account at the end of the accounting day of 22 June
2023. Seven (7) PSR will entitle the holders to subscribe for three
(3) Offered Shares as of right.
Subscriptions for excess shares will be permitted. Offered
Shares not subscribed for as of right will be assigned to PSR
holders who have placed orders for excess shares and divided among
them subject to a reduction in the event of oversubscription.
Based on the closing price of the Carbios share on the Euronext
Growth market in Paris on 20 June 2023, i.e. €40.10, the
theoretical value of one (1) PSR is €4.43 and the theoretical value
of the ex-rights share is €35.67.
The subscription price per Offered Share represents a
discount of -29% compared to the theoretical value of the Carbios
ex-rights share and a nominal discount of -37% compared to the
closing price of the Carbios share on the trading day preceding the
Prospectus approval date, i.e. €40.10 on 20 June 2023.
These values do not necessarily reflect the value of the PSR
during their trading period, or the value of the Carbios ex-rights
share or the haircuts, as they will be observed on the market.
The Capital Increase will be open to the public exclusively in
France.
The PSR will be tradeable from 23 June 2023 to 5 July 2023
inclusive on the Euronext Growth Paris market under ISIN code
FR0013251287.
The Offered Shares will bear current dividend rights. They will
be immediately assimilated to the Company's existing shares and
will be traded under the same ISIN code FR0013156007 from 13 July
2023.
Extension Clause
Depending on demand, the Company may decide to increase the
number of Initial Offered Shares by a maximum of 15%, i.e. a
maximum number of 725,047 Additional Offered Shares (the
“Extension Clause”).
The decision to exercise the Extension Clause will be made by
the Company, after consulting with the Global Coordinators and
Joint Bookrunners, at the latest on the day on which the results of
the Capital Increase are published, scheduled for 11 July 2023, and
will be stated in the press release circulated by the Company and
posted on the Company’s website, and in the notice circulated by
Euronext Paris S.A. announcing the results of the Capital
Increase.
Indicative timetable for the Capital Increase
16 June 2023
- Date of entry into force of the
suspension of the option to exercise BSPCEs (options allocated free
of charge to company employees) and share purchase warrants issued
or awarded by the Company.
19 June 2023
- Deliberation by the Board of Directors
establishing the features of the Capital Increase.
21 June 2023
- Filing with the AMF of the Amendment to
the Universal Registration Document.
- Approval of the Prospectus by the
AMF
- Signing of the agency contract.
22 June 2023
- Press release issued by the Company,
announcing the approval of the Prospectus by the AMF and describing
the main features of the capital increase and the conditions of
availability of the Prospectus.
- Prospectus posted online.
- Publication by Euronext of the notice
relating to the Capital Increase announcing the listing of the
pre-emptive subscription rights.
- Day at the end of which persons
registered on an accounting basis will be granted pre-emptive
subscription rights.
23 June 2023
- Detachment of pre-emptive subscription
rights and opening of the trading period for pre-emptive
subscription rights on Euronext Growth.
27 June 2023
- Subscription period begins.
5 July 2023
- End of trading in pre-emptive
subscription rights.
7 July 2023
- Subscription period ends.
- Final day of the settlement-delivery of
pre-emptive subscription rights.
11 July 2023
- Date of the potential exercise of the
Extension Clause by the company.
- Press release issued by the Company on
the subscription results.
- Euronext publishes the notice of the
result and the registration of the Offered Shares, indicating the
final amount of the Capital Increase and the distribution scale for
subscriptions for excess shares.
13 July 2023
- Offered Shares issued and registered for
trading on Euronext Growth.
- Settlement/delivery of Offered
Shares.
Guarantee
The issuance of the Offered Shares is not covered by a guarantee
agreement or an underwriting agreement. If the amount of
subscriptions received totals less than three quarters of the
Capital Increase decided upon, the Capital Increase would be
cancelled. Investors who would have acquired pre-emptive
subscription rights on the market would have acquired rights that
would ultimately become not applicable, resulting in them making a
loss equal to the price of acquiring the pre-emptive subscription
rights (they would nevertheless be refunded the amount of their
subscription upon exercising their pre-emptive subscription
rights).
On 21 June 2023, the Company concluded an agency contract with
BNP Paribas, Bryan Garnier & Co, Bryan Garnier Securities and
Natixis as global coordinators and joint bookrunners (the
“Global Coordinators and Joint Bookrunners”). Under the
terms of this agency contract, the Global Coordinators and Joint
Bookrunners have agreed to assist the Company in connection with
the subscription for Offered Shares to be issued as part of the
Capital Increase by shareholders and any transferees of pre-emptive
subscription rights. The Global Coordinators and Joint Bookrunners
are not acting as guarantors in respect of the Capital
Increase.
Subscription commitments and subscription intent from the
Company’s main shareholders, members of its administrative or
management bodies, or anyone intending to subscribe for more than
5% of the Offered Shares:
On the Prospectus approval date, the Company has the following
subscription commitments (the “Subscription
Commitments”):
Name of the investor
On the day of the Capital
Increase
Number of PSR
allocated
Irreducible subscription
commitments
(in €m)
Reducible subscription
commitments
(in €m)
Total irreducible and
reducible subscription commitments
Number of shares held
% of capital
BOLD Business Opportunities for L'Oréal
Development
(member of the Company’s Board of
Directors)
660,248
5.85%
660,248
7.16
0.00
7.16
Groupe L'Occitane
263,157
2.33%
263,157
2.86
0.43
3.28
Funds managed by Truffle Capital
46,511
0.41%
46,511
0.50(1)
3.50(1)
4.00
Amandine DE SOUZA, Sandrine CONSEILLER et
Karine AUCLAIR
(members of the Company’s Board of
Directors)
0
0%
0
0
0,044
0.044
Sub-total of irreducible and reducible
commitments
969,916
8.59%
969,916
10.52
3.97
14.49
Funds managed by Copernicus Wealth
Management SA
(censor of the Company)
603,354
5.35%
603,354
1.90 (2)
0.40
2.30
Michelin Ventures
(member of the Company’s Board of
Directors)
486,400
4.31%
486,400
1.53(3)
0.00
1.53
Estimated sub-total (blank
operations)
1,089,754
9.66%
1,089,754
3.43
0.40
3.83
ESTIMATED TOTAL
2,059,670
18.26%
2,059,670
13.96
4.37
18.32
(1) Assuming that the Truffle Medeor FPCI
(managed by Truffle Capital), which does not hold any of the
Company's shares at the date of the Prospectus, subscribes on a
reducible basis for the majority of the shares. It has irrevocably
undertaken to subscribe to the Capital Increase, on a reducible and
irreducible basis, for a total amount of 4 million euros.
(2) Amount that would result from the sale
of 70.99% of the preferential subscription rights at their
theoretical value, i.e. 4.43 euros, by carrying out a blank
transaction, reclassifying part of its preferential subscription
rights (by any means, including the sale of blocks or the
accelerated creation of an order book), in a proportion that would
enable it to finance the exercise of the balance of its
preferential subscription rights exclusively by using the net
proceeds of this sale.
(3) Amount that would result from the sale
of 70.99% of the preferential subscription rights at their
theoretical value, i.e. €4.43, in a "clean" transaction, by
reclassifying part of its preferential subscription rights (by any
means, including the sale of blocks or the accelerated creation of
an order book), in a proportion that would enable it to finance the
exercise of the remainder of its preferential subscription rights
exclusively by using the net proceeds of this sale.
Company’s lock-up agreement
Starting from the signature of the Agency Contract and for a
period of 120 calendar days following the date of the
settlement-delivery of the Offered Shares, subject to certain usual
exceptions.
Retention commitments of certain shareholders and directors
of the Company
The subscription undertakings signed by the shareholders BOLD
Business Opportunity for L'Oréal Development, Michelin Ventures
(also directors of the Company), Copernicus Wealth Management (also
censor of the Company), Truffle Capital and Groupe L'Occitane, are
subject to a lock-up commitment with effect from the date of
signature of the said commitment and until the expiry of a period
of 90 calendar days following the settlement-delivery date of the
Offering Shares, covering both the shares acquired on the occasion
of the issue and the shares previously held, subject to certain
customary exceptions.
With regard to management, the subscription undertakings signed
by the directors wishing to participate in the transaction
(Amandine De Souza, Sandrine Conseiller and Karine Auclair) are
subject to a lock-up commitment from the date of signature of said
undertaking until the expiry of a period of 90 calendar days
following the settlement-delivery date of the Offering Shares,
subject to certain customary exceptions, relating to shares held
subsequent to the Issue, none of them being a shareholder of the
Company prior to the Issue.
Terms of subscription
- If you are a shareholder in the company
You have PSR attached to your Carbios shares, which entitle to
you to subscribe as a priority, as of right, for the Offered Shares
by applying the ratio of 3 Offered Shares for 7 PSR (1 existing
share giving the right to 1 PSR).
- either you have an exact and sufficient number of existing
shares to be able to subscribe via your PSR for a whole number of
Offered Shares (for example, if you have 7 Carbios shares, you will
be able to subscribe as a priority for 3 Offered Shares);
- or you do not have a sufficient number of existing shares to
obtain a whole number of Offered Shares, meaning that you can buy
or sell the number of PSR to reach the ratio resulting in a whole
number of Offered Shares (3 Offered Shares for 7 PSR).
You may also subscribe for the excess number of Offered Shares
that you wish to, in addition to the number of Offered Shares
resulting from the exercise of your PSR as of right. Any Offered
Shares not absorbed by the irreducible subscriptions shall be
distributed and allocated to the subscribers as excess shares.
Subscription orders for excess shares will be served within the
limit of their requests and in proportion to the number of PSR used
in support of their subscription as of right, without resulting in
an allocation of fractional Offered Shares. A reduction scale will
be applied and communicated when the results of the Capital
Increase are announced by Euronext Paris.
- If you are not yet a shareholder in the company
You can subscribe by acquiring PSR on the stock market from 23
June 2023 to 5 July 2023 inclusive, through the financial
institution that handles your security account, and:
- by subscribing as of right, by 7 July 2023 at the latest, by
exercising your PSR, through said financial institution;
- and, where applicable, by subscribing for excess Offered
Shares by placing an order through the financial institution that
handles your security account, by 7 July 2023 at the latest. You
can only subscribe for excess shares if you have already subscribed
as of right.
If the amount of subscriptions received totals less than three
quarters of the Capital Increase decided upon, the Capital Increase
would be cancelled. Investors who would have acquired pre-emptive
subscription rights on the market would have acquired rights that
would ultimately become not applicable, resulting in them making a
loss equal to the price of acquiring the pre-emptive subscription
rights (they would nevertheless be refunded the amount of their
subscription upon exercising their pre-emptive subscription
rights).
Impact on the distribution of the Company’s share
capital
Based on the number of outstanding shares on the date of the
Prospectus, information brought to the Company's knowledge on the
shareholder structure on the date of the Prospectus and the
Subscription Commitments, and on the assumption that the Capital
Increase will be fully subscribed (excluding the exercise of the
Extension Clause), the Company’s shareholder structure would be as
follows:
After the Capital Increase
(excluding the exercise of the Extension Clause)
Shareholder structure
On a non-diluted basis
On a diluted basis
Number of shares
% of share capital
Number
of Voting Rights
% of Voting Rights
Number of shares
% of share capital
Number
of Voting Rights
% of Voting Rights
BOLD Business Opportunities for L'Oréal
Development
943,211
5.85%
943,211
5.82%
943,211
5.53%
943,211
5.51%
Copernicus Wealth Management SA (1)
678,361
4.21%
678,361
4.19%
678,361
3.98%
678,361
3.96%
Michelin Ventures
546,867
3.39%
546,867
3.38%
546,867
3.21%
546,867
3.19%
Groupe l'Occitane
375,936
2.33%
375,936
2.32%
375,936
2.20%
375,936
2.19%
Truffle Capital funds
66,443
0.41%
66,443
0.41%
66,443
0.39%
66,443
0.39%
Banque européenne d’investissement
(BEI)
0
0.00%
0
0.00%
296,928
1.74%
296,928
1.73%
Members of the Company’s Board (2)
0
0.00%
0
0.00%
208,758
1.22%
208,758
1.22%
Treasury
shares
6,960
0.04%
N/A
N/A
6,960
0.04%
N/A
N/A
Free float
13,494,387
83.75%
13,581,952
83.88%
13,926,315
81.68%
14,013,880
81.81%
TOTAL
16,112,165
100.00%
16,192,770
100.00%
17,049,779
100.00%
17,130,384
100.00%
(1) Shares held by funds and/or
individuals managed by Copernicus Wealth Management SA.
(2) The "Directors" line in the table does
not include holdings in BOLD Business Opportunity for L'Oréal
Development or Michelin Ventures. Specific lines are devoted to
them. BOLD Business Opportunity for L'Oréal Development,
represented by Laurent SCHMITT, and Michelin Ventures, represented
by Nicolas SEEBOTH, have been members of the Board of Directors
since 23 June 2021.
On the assumption that the Capital Increase will be fully
subscribed and that the Extension Clause is fully exercised, the
Company’s shareholder structure would be as follows:
After the Capital Increase and
if the Extension Clause is fully exercised
Shareholder structure
On a non-diluted basis
On a diluted basis
Number of shares
% of share capital
Number
of Voting Rights
% of Voting Rights
Number of shares
% of share capital
Number
of Voting Rights
% of Voting Rights
BOLD Business Opportunities for L'Oréal
Development
943,211
5.60%
943,211
5.58%
943,211
5.31%
943,211
5.28%
Copernicus Wealth Management SA (1)
678,361
4.03%
678,361
4.01%
678,361
3.82%
678,361
3.80%
Michelin Ventures
546,867
3.25%
546,867
3.23%
546,867
3.08%
546,867
3.06%
Groupe l'Occitane
375,936
2.23%
375,936
2.22%
375,936
2.11%
375,936
2.11%
Truffle Capital funds
66,443
0.39%
66,443
0.39%
66,443
0.37%
66,443
0.37%
Banque européenne d’investissement
(BEI)
0
0.00%
0
0.00%
296,928
1.67%
296,928
1.66%
Members of the Company’s Board (2)
0
0.00%
0
0.00%
208,758
1.17%
208,758
1.17%
Treasury
shares
6,960
0.04%
N/A
N/A
6,960
0.04%
N/A
N/A
Free float
14,219,434
84.45%
14,306,999
84,57%
14,651,362
82.43%
14,738,927
82.55%
TOTAL
16,837,212
100.00%
16,917,817
100.00%
17,774,826
100.00%
17,855,431
100.00%
(1) Shares held by funds and/or
individuals managed by Copernicus Wealth Management SA.
(2) The "Directors" line in the table does
not include holdings in BOLD Business Opportunity for L'Oréal
Development or Michelin Ventures. Specific lines are devoted to
them. BOLD Business Opportunity for L'Oréal Development,
represented by Laurent SCHMITT, and Michelin Ventures, represented
by Nicolas SEEBOTH, have been members of the Board of Directors
since 23 June 2021.
Based on the number of outstanding shares on the date of the
Prospectus, information brought to the Company's knowledge on the
shareholder structure and on the date of the Prospectus and the
Subscription Commitments, on the assumption that the Capital
Increase will be fully subscribed, the Company’s shareholder
structure would be as follows:
After the Capital Increase
completed at 75%
Shareholder structure
On a non-diluted basis
On a diluted basis (1)
Number of shares
% of share capital
Number of Voting
Rights
% of Voting Rights
Number of shares
% of share capital
Number of Voting
Rights
% of Voting Rights
BOLD Business Opportunities for L'Oréal
Development
943,211
6.33%
943,211
6.29%
943,211
5.95%
943,211
5.92%
Copernicus Wealth Management SA (2)
678,361
4.55%
678,361
4.53%
678,361
4.28%
678,361
4.26%
Michelin Ventures
546,867
3.67%
546,867
3.65%
546,867
3.45%
546,867
3.43%
Groupe l'Occitane
375,936
2.52%
375,936
2.51%
375,936
2.37%
375,936
2.36%
Truffle Capital funds
66,443
0.45%
66,443
0.44%
66,443
0.42%
66,443
0.42%
Banque européenne d’investissement
(BEI)
0
0.00%
0
0.00%
296,928
1.87%
296,928
1.86%
Members of the Company’s Board (3)
0
0.00%]
0
0.00%
208,758
1.32
208,758
1.31%
Treasury
shares
6,960
0.05%
6,960
0.05%
6,960
0.04%
6,960
0.04%
Free float
12,285,975
82.44%
12,373,540
82.54%
12,717,903
80.28%
12,805,468
80.39%
TOTAL
14,903,753
100.00%
14,991,318
100.00%
15,841,367
100.00%
15,928,932
100.00%
(1) In the event of the exercise of all
securities giving access to the capital existing on the date of
approval of the Prospectus by the AMF (i.e. 937,614 new shares
resulting from the exercise of 640,686 BSPCEs and 296,928
BSAs).
(2) Shares held by funds and/or
individuals managed by Copernicus Wealth Management SA.
(3) The "Directors" line in the table does
not include holdings in BOLD Business Opportunity for L'Oréal
Development or Michelin Ventures. Specific lines are devoted to
them. BOLD Business Opportunity for L'Oréal Development,
represented by Laurent SCHMITT, and Michelin Ventures, represented
by Nicolas SEEBOTH, have been members of the Board of Directors
since 23 June 2021.
Information on the transaction:
https://investir.carbios.com
Information available to the public
The Prospectus approved by the French Financial Markets
Authority (Autorité des marchés financiers ("AMF")) on 21
June 2023 under number 23-236 consisting of (i) the universal
registration document filed with the AMF on 12 April 2023 under
number D.23-0263 (the “Universal Registration Document”), (ii) the
amendment to the Universal Registration Document filed with the AMF
on 21 June 2023 under number D.23-0263-A01 (the “Amendment”), the
securities note (including the summary of the Prospectus) (the
"Securities Note"), is available free of charge from Carbios
(the "Company"), Site de Cataroux – 8 rue de la Grolière, 63100
Clermont-Ferrand, on the Company's website (https://carbios.fr/)
and on the AMF's website (www.amf-france.org). Approval of the
Prospectus should not be construed as a favourable opinion on the
securities offered. Investors' attention is drawn to the risk
factors set out in Chapter 3 "Risk Factors" of the Universal
Registration Document and in Chapter 5 “Risk factors” of the
Amendment, as well as in section 2 “Risk factors” of the Securities
Note.
About Carbios :
Carbios is a biotech company developing and industrializing
biological solutions to reinvent the life cycle of plastic and
textiles. Inspired by nature, Carbios develops enzyme-based
processes to break down plastic with a mission to avoid plastic and
textile pollution, and accelerate the transition to a circular
economy. Its two disruptive technologies for the biorecycling of
PET and the biodegradation of PLA are reaching industrial and
commercial scale. Its biorecycling demonstration plant has been
operational since 2021 and the first biorecycling plant in the
world, in partnership with Indorama Ventures, is due to be
commissioned in 2025. Carbios has received scientific recognition,
notably with the cover of Nature, and is supported by prestigious
brands in the cosmetics, Food & Beverage and apparel industries
to enhance their products’ recyclability and circularity. Nestlé
Waters, PepsiCo and Suntory Beverage & Food Europe are members
of a packaging consortium founded by Carbios and L’Oréal. On,
Patagonia, PUMA, PVH Corp. and Salomon collaborate with Carbios in
a textile consortium.
Visit www.carbios.com/en to find out more about biotechnology
powering plastic and textile circularity.
Twitter: Carbios / LinkedIn: Carbios / Instagram:
insidecarbios
Information on Carbios shares:
ISIN Code: FR0011648716 ISIN DPS: FR001400IRI9
Ticker Code: Euronext Growth: ALCRB LEI:
969500M2RCIWO4NO5F08
Carbios, founded in 2011 by Truffle Capital, is eligible for the
PEA-PME, a government program allowing French residents investing
in SMEs to benefit from income tax rebates.
DISCLAIMER
This press release and the information it contains are not an
offer to sell or subscribe to, or a solicitation of an order to buy
or subscribe the shares of Carbios in any country.
This press release constitutes promotional material and is not a
prospectus within the meaning of Regulation (EU) No. 2017/1129 of
the European Parliament and of the Council of June 14, 2017 (the
"Prospectus Regulation") which is part of domestic law of the
United Kingdom in accordance with the European Union (Withdrawal)
Act 2018 (the "UK Prospectus Regulation").
This press release does not constitute and shall not be deemed
to constitute a public offer, an offer to purchase or subscribe or
to solicit the public interest in a transaction by way of a public
offer.
This press release does not constitute an offer of securities
for sale nor the solicitation of an offer to purchase securities in
the United States. The shares or any other securities of Carbios
may not be offered or sold in the United States except pursuant to
a registration under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or pursuant to an exemption from such
registration requirement. Carbios shares will only be offered or
sold outside the United States and in offshore transactions in
accordance with Regulation S under the Securities Act. Carbios does
not intend to register the offering in whole or in part in the
United States or to make a public offer in the United States.
With respect to the member states of the European Economic Area
other than France (the "Member States"), no action has been
undertaken or will be undertaken to make an offer to the public of
shares of the Company requiring the publication of a prospectus in
any Member States. As a result, any shares of the Company may only
be offered in Member States (i) to qualified investors, as defined
by the Prospectus Regulation; (ii) to fewer than 150 natural or
legal persons, other than qualified investors (as defined in the
Prospectus Regulation) by Member States; or (iii) in any other
circumstances, not requiring the Company to publish a prospectus as
provided under Article 1(4) of the Prospectus Regulation; and
provided that none of the offers mentioned in paragraphs (i) to
(iii) above requires the publication of a prospectus by the Company
pursuant to Article 3 of the Prospectus Regulation, or a supplement
to the Prospectus Regulation pursuant to Article 23 of the
Prospectus Regulation.
For the purposes of the provisions above, the expression “offer
to the public” in relation to any securities in any Member State,
means any communication to persons in any form and by any means,
presenting sufficient information on the terms of the offer and the
securities to be offered, so as to enable an investor to decide to
purchase or subscribe for those securities in that Member
State.
These selling restrictions with respect to Member States apply
in addition to any other selling restrictions which may be
applicable in the Member States.
This document does not constitute an offer of securities to the
public in the United Kingdom and is only directed at “qualified
investors” (as defined in the Prospectus Regulation) and who (i)
are investment professionals within the meaning of section 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as currently in force, the "Financial Promotion
Order"), (ii) are persons falling within Article 49(2) (a) to (d)
("high net worth companies, unincorporated associations etc.") of
the Financial Promotion Order or (iii) are outside the United
Kingdom or (iv) are persons to whom an invitation or inducement to
engage in investment activities (within the meaning of Section 21
of the Financial Services and Markets Act 2000) in connection with
the offer or sale of any securities may be lawfully communicated,
directly or indirectly (all such persons being together referred to
as the "Authorized Persons"). This press release is addressed only
to Authorized Persons and may not be used by any person other than
an Authorized Person.
Certain information contained in this press release are forward
looking statements, not historical data and should not be construed
as a guarantee that the facts and data stated will occur. These
forward looking statements are based on data, assumptions and
estimates considered reasonable by Carbios . Carbios operates in a
competitive and rapidly evolving environment. It is therefore not
in a position to anticipate all risks, uncertainties or other
factors that may affect its business, their potential impact on its
business or the extent to which the materialization of a risk or
combination of risks could lead to results that differ
significantly from those mentioned in any forward looking
statement. Carbios draws your attention to the fact that forward
looking statements are in no way a guarantee of its future
performance and that its actual financial position, results and
cash flows and the development of the sector in which Carbios
operates may differ significantly from those proposed or suggested
by the forward-looking statements contained in this document. In
addition, even if Carbios’ financial position, results, cash flows
and developments in the industry in which it operates are
consistent with the forward looking information contained in this
document, such results or developments may not be a reliable
indication of Carbios' future results or developments. This
information is given only as of the date of this press release.
Carbios makes no commitment to publish updates to this information
or on the assumptions on which it is based, except in accordance
with any legal or regulatory obligation applicable to it.
The distribution of this press release may, in certain
countries, be subject to specific regulations. Consequently,
persons physically present in these countries and in which the
press release is disseminated, published or distributed must inform
themselves and comply with these laws and regulations.
This press release shall not be published, distributed or
disseminated, directly or indirectly, in the United States of
America, Australia, Canada or Japan.
BNP Paribas, Bryan, Garnier & Co Limited, Bryan Garnier
Securities and Natixis (the “Underwriters”) are acting exclusively
for Carbios and no one else in connection with the offer of new
shares and will not regard any other person as their respective
clients and will not be responsible to anyone other than CARBIOS
for providing the protections afforded to their respective clients
in connection with any offer of new shares of CARBIOS or otherwise,
nor for providing any advice in relation to the offer of new
shares, the content of this press release or any transaction,
arrangement or other matter referred to herein.
In connection with the offering of ordinary shares of Carbios ,
the Underwriters and any of their affiliates may take up a portion
of the ordinary shares as a principal position and in that capacity
may retain, purchase, sell, offer to sell for their own accounts
such shares and other securities of Carbios or related investments
in connection with the offer of ordinary shares of Carbios or
otherwise. Accordingly, references in the Prospectus to the new
ordinary shares being issued, offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by the
Underwriters and any of their affiliates acting in such capacity.
In addition, the Underwriters and any of their affiliates may enter
into financing arrangements (including swaps, warrants or contracts
for differences) with investors in connection with which they may
from time to time acquire, hold or dispose of shares. The
Underwriters do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
None of the Underwriters or any of their respective directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this press release (or whether
any information has been omitted from this press release) or any
other information relating to Carbios , its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
______________
1 See press release of 1 June 2023
2 See press release of 31 May 2023
3 See press release of 6 June 2023
4 See press release of 1 June 2023
5 Idem
This press release shall not be published,
distributed or disseminated, directly or indirectly, in the United
States of America, Australia, Canada or Japan
This an advertisement and not a prospectus
within the meaning of Regulation (EU) 2017/1129, as amended.
Carbios shares and PSR are eligible for the PEA and PEA PME
investment schemes, subject to conditions. PSR cannot be acquired
in connection with the PEA.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230621709213/en/
Carbios Melissa Flauraud Press Relations
melissa.flauraud@carbios.com
Benjamin Audebert Investor Relations contact@carbios.com
+33 (0)4 73 86 51 76
Financial communication Actifin Benjamin Lehari
carbios@actifin.fr 0 805 650 075
Financial Press Relations Michael Sch�lze
michael.scholze@actifin.fr +33 (0)1 56 88 11 14
Press Relations (France) Iconic
Marie-Virginie Klein mvk@iconic-conseil.com +33 (0)1 44 14 99
96
Press Relations (DACH & UK) MC Services
Anne Hennecke carbios@mc-services.eu +49 (0)211 529 252 22
Carbios (EU:ALCRB)
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