Regulatory News:
NOT FOR DISTRIBUTION IN THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA AND JAPAN.
BALYO (FR0013258399, Ticker: BALYO), technology leader in
the design and development of innovative robotic solutions for
industrial trucks (the "Company" or the "Issuer"),
today announces the success of its capital increase, with
preferential subscription rights ("PSR"), for a total amount
of €36.6 million. The operation resulted in the issue of
126,051,546 new ordinary shares (the "New Shares"), at a
unit price of €0.29, representing a discount of 39.7% to the
closing price on October 24, 2024, with a parity of 46 New Shares
for 15 existing shares (the "Capital Increase").
Results of the Capital Increase
At the end of the subscription period, the total demand amounted
to 139,347,221 New Shares, representing a subscription rate of
110.55%, distributed as follows:
- 111,230,714 New Shares were subscribed on an irreducible basis,
representing approximately 88.24% of the total number of New Shares
to be issued;
- The demand on a reducible basis covered 28,116,507 new shares,
representing approximately 22.31% of the total number of New Shares
to be issued, and will be consequently only partially allocated,
amounting to 14,820,832 New Shares, distributed based on a
coefficient of 0.4628 calculated on the number of rights presented
in support of subscriptions on an irreducible basis without
resulting allocation of fractional new shares and without the
allocation exceeding the quantity of new shares requested on a
reducible basis.
As a reminder, prior to the launch of the Capital Increase,
BALYO received a subscription commitment from the SoftBank Group
(“SoftBank”), the Company’s principal shareholder, through
its subsidiary SVF II Strategic Investments AIV LLC (“SSI
AIV”):
(i) on an irreducible basis in proportion to
its interest in the Company's capital (corresponding to 31,978,785
shares in the Company at the date of the Prospectus, i.e. 77.8% of
the capital, following the conversion of the Convertible Bonds1 on
October 24, 2024) by exercising all its preferential subscription
rights, and
(ii) on a reducible basis for the remaining
shares, to ensure that the Capital Increase is fully
subscribed.
SSI AIV has also committed, as part of this subscription
agreement, not to exercise the warrants it holds until the
admission of the New Shares to trading on Euronext Paris, scheduled
for November 22, 2024, and to keep the Company’s stock market
listing for at least a 12-month period following the completion of
the Capital Increase.
The subscription amount of SSI AIV is contemplated to be settled
as follows:
(i) on an irreducible basis, in the amount of
€16.6 million, through off-set outstanding amounts owed to SSI AIV
(the “Receivables”) on the subscription date under (x) the
shareholder loan granted on March 21, 2024 (the “Loan”)2
(approximately €13.4 million) and (y) receivables, certain of which
are liquid and due, related to Convertible Bonds3 that could not be
redeemed in shares on October 24, 2024 (approximately €3.1 million
after the aforementioned conversion);
(ii) on an irreducible and reducible basis,
for approximately €18.4 million in cash.
SSI AIV additionally acquired on the market, during the PSR
trading period, 2,523,675 PSR, granting the right to subscribe for
7,739,270 New Shares.
Shareholders other than SSI AIV participated in the Capital
Increase by subscribing to 5,443,041 New Shares.
Proceeds from the Capital Increase
The total gross proceeds from the Capital Increase, including
the issue premium, amount to €36,554,948.34 (of which
€10,084,123.68 par value and €26,470,824.66 issue premium),
corresponding to the number of New Shares, i.e. 126,051,546 New
Shares, multiplied by the subscription price of one New Share, i.e.
€0.29 (consisting of €0.08 par value and €0.21 issue premium).
The net proceeds from the Capital Increase are estimated at
approximately €19.5 million, corresponding to the gross proceeds
after deduction of the fees relating to the Capital Increase. The
remaining balance of the Capital Increase corresponds to the part
of the subscription of SoftBank which shall be settled through
off-set of the Receivables.
Use of the Net Proceeds from the Capital Increase
In addition to strengthening its balance sheet by repaying the
entirety of the Receivables through the Capital Increase, the net
proceeds from the issue of New Shares aim to enable the Company to
extend and meet its cash flow requirements over the next 12
months.
The net proceeds from the Capital Increase will be allocated as
follows:
- €12.5 million (i.e. 64% of the net proceeds) to support revenue
growth, particularly through the direct sales model BL2, which has
experienced significant acceleration since the start of 2024. This
direct sales strategy is particularly focused on the U.S. and EMEA
(Europe, Middle East, and Africa) markets, thereby reinforcing
BALYO's commercial presence in these key regions, and
- €7 million (i.e. 36% of the net proceeds) to R&D, in order
to maintain a high level of innovation, address the technological
needs of customers, and cover the Company's general expenses.
Settlement-Delivery
The New Shares will carry current dividend rights and will be
admitted to trading on Euronext Paris under the same ISIN code
FR0013258399 – BALYO. They will be subject to all statutory
provisions and will be fungible with existing BALYO shares upon the
definitive completion of the Capital Increase. Settlement-delivery
and admission to trading on Euronext Paris are scheduled for
November 22, 2024.
Breakdown of capital and voting rights
Prior to the Capital Increase, the
Company's share capital was distributed as follows:
Shareholders
Non-diluted basis
Diluted basis(1)
Number of shares
% of capital and voting
rights(2)
Number of shares
% of capital and voting
rights(2)
SVF II Strategic Investments AIV LLC
31,978,785
77.8%
51,766,422
84.6%
Mr Pascal Rialland
182,700
0.4%
450,000
0.7%
Treasury shares
61,717
0.2%
61,717
0.1%
Public
8,880,572
21.6%
8,880,572
14.5%
TOTAL
41,103,774
100%
61,158,711
100%
(1) Taking into account (i) the 11,753,581 warrants issued and
allotted by the Company at the date of the Prospectus, whether
exercisable or not, giving entitlement to subscribe for 11,753,581
new shares of the Company, (ii) preferred shares convertible into
ordinary shares according to a conversion ratio established on the
basis of performance ratios as described in the Company's bylaws;
in principle and subject to the achievement of the performance
ratios described, the conversion ratio could be 100 ordinary shares
for 1 preferred share (the maximum number of ordinary shares to be
issued on conversion of the preferred shares would then be 270,000)
and (iii) the new shares issued on conversion of the 279
convertible bonds, for a total principal amount of approximately
€3.1 million.
(2) Theoretical voting rights. All shares have the same voting
rights, with the exception of 2,700 preferred shares which are
deprived of voting right.
Following the Capital Increase, the
Company's share capital shall be as follows:
Shareholders
Non-diluted basis
Diluted basis(1)
Number of shares
% of capital and voting
rights(2)
Number of shares
% of capital and voting
rights(2)
SVF II Strategic Investments AIV LLC
152,587,290
91.28%
164,340,871
91.7%
Mr Pascal Rialland
182,700
0.1%
450,000
0.3%
Treasury shares
61,717
0.0%
61,717
0.0%
Public
14,323,613
8.57%
14,323,613
8.0%
TOTAL
167,155,320
100%
179,176,201
100%
(1) Taking into account (i) the 11,753,581 warrants issued and
allotted by the Company at the date of the Prospectus, whether
exercisable or not, giving entitlement to subscribe for 11,753,581
new shares of the Company, and (ii) preferred shares convertible
into ordinary shares according to a conversion ratio established on
the basis of performance ratios as described in the Company's
bylaws; in principle and subject to the achievement of the
performance ratios described, the conversion ratio could be 100
ordinary shares for 1 preferred share (the maximum number of
ordinary shares to be issued on conversion of preferred shares
would then be 270,000).
(2) Based on a share capital composed of 167,155,320 shares and
167,152,620 theoretical voting rights. All shares have the same
voting rights, with the exception of 2,700 preferred shares, which
are deprived of voting right.
Availability of the Prospectus
The Prospectus consisting of (i) BALYO's 2023 Universal
Registration Document filed with the AMF on April 26, 2024 under
number D.24-0334 and (ii) the Amendment to such 2023 Universal
Registration Document filed with the AMF on 25 October 2024 under
number D.24‑0334-A01 and (iii) a Securities Note (including a
summary of the Prospectus) which received AMF approval number
24‑447 on October 25, 2024 is available on the AMF website
(www.amf-france.org) and on the Company's website
(https://www.balyo.com/en-us/investors). Copies of the Prospectus
are available free of charge from BALYO's headquarters (74, Avenue
Vladimir Ilitch Lénine - 94110 Arcueil).
Risk factors
Risks relating to the Company
The public's attention is drawn to the risk factors relating to
the Company and its business, which are described in Chapter 3 of
the 2023 Universal Registration Document, Chapter 4 of the
Amendment to the 2023 Universal Registration Document and Chapter 2
of the Securities Note.
The occurrence of any or all of these risks could have an
adverse effect on the Company’s business, financial position,
results, development, or outlook. The risk factors outlined in the
aforementioned documents remain unchanged as of the date of this
press release.
Financial and Legal Advisors
TP ICAP
Global Coordinator, Lead Manager
and Bookrunner
McDermott Will &
Emery Legal Advisor
NewCap
Financial Communication
About BALYO Humans around the World deserve enriching and
creative jobs. At BALYO, we believe that pallet movements in DC and
manufacturing sites should be left to fully autonomous robots. To
execute this ambition, BALYO transforms standard forklifts into
intelligent robots thanks to its breakthrough Driven by Balyo™
technology. Our leading geo guidance navigation system enables
robots to locate their position and navigate autonomously inside
buildings - without the need for any additional infrastructure. To
accelerate the material handling market conversion to autonomy,
BALYO has entered into two global partnerships with KION
(Fenwick-Linde's parent company) and Hyster-Yale Group. A full
range of globally available robots has been developed for virtually
all traditional warehousing applications; Tractor, Pallet,
Stackers, Reach and VNA-robots. BALYO and its subsidiaries in
Boston and Singapore serve clients in the Americas, Europe and
Asia-Pacific. The company has been listed on EURONEXT since 2017
and its sales revenue reached €26.7 million in 2023. For more
information, visit www.balyo.com.
Disclaimer
With respect to Member States of the European Economic Area
other than France, no action has been taken or will be taken to
permit a public offering of the securities referred to in this
press release requiring the publication of a prospectus in any such
Member State. Therefore, such securities will only be offered in
any such Member State (i) to qualified investors as defined in
Regulation (EU) 2017/1129 of the European Parliament and European
Council of 14 June 2017, as amended (the “Prospectus
Regulation”) or (ii) in accordance with the other exemptions of
Article 1(4) of Prospectus Regulation.
In France, the offer of BALYO shares described in this document
will be made in the context of a share capital increase with
preferential subscription rights through a public offering in
France, on an irreducible and reducible basis, to the benefit of
shareholders, and a global placement for institutional investors in
France and outside of France, but excluding, in particular, the
United States of America, Canada, Japan and South Africa.
This press release and the information it contains are being
distributed to and are only intended for persons who are (x)
outside the United Kingdom or (y) in the United Kingdom who are
qualified investors (as defined in the Prospectus Regulation as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018) and are (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Order”),
(ii) high net worth entities and other such persons falling within
Article 49(2)(a) to (d) of the Order (“high net worth companies”,
“unincorporated associations”, etc.) or (iii) other persons to whom
an invitation or inducement to participate in investment activity
(within the meaning of Section 21 of the Financial Services and
Market Act 2000) may otherwise lawfully be communicated or caused
to be communicated (all such persons in (y)(i), (y)(ii) and
(y)(iii) together being referred to as “Relevant Persons”).
Any invitation, offer or agreement to subscribe, purchase or
otherwise acquire securities to which this press release relates
will only be engaged with Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this press release or any
of its contents.
This press release may not be distributed, directly or
indirectly, in or into the United States. This press release and
the information contained therein does not, and will not,
constitute an offer of securities for sale, nor the solicitation of
an offer to purchase, securities of BALYO in the United States or
any other jurisdiction where restrictions may apply. Securities may
not be offered or sold in the United States absent registration or
an exemption from registration under the U.S. Securities Act of
1933, as amended (the “Securities Act”). The securities of
BALYO have not been and will not be registered under the Securities
Act, and BALYO does not intend to conduct a public offering in the
United States.
The distribution of this press release may be subject to legal
or regulatory restrictions in certain jurisdictions. Any person who
comes into possession of this press release must inform him or
herself of and comply with any such restrictions.
Any decision to subscribe for or purchase the shares or other
securities of BALYO must be made solely based on information
publicly available about BALYO. Such information is not the
responsibility of TP ICAP and has not been independently verified
by TP ICAP.
1 Subscribed on June 14, 2023: "Proposed tender offer from
SoftBank Group to acquire Balyo’s shares".
2 As a reminder, on March 21, 2024, the Company entered into a
shareholder loan with the SoftBank Group, for a total principal
amount of up to €12 million. Under the terms of a perfect payment
delegation agreement entered into between the Company, SoftBank
Group, SSI AIV, and SoftBank Overseas GK on November 13, 2024, the
Loan was fully transferred from SoftBank Group to SSI AIV. As of
the date of this press release, all of the €12 million has been
made available to the Company; consequently, no further amounts are
available under the Loan. The terms and conditions of the Loan are
described in Section 3.2 of the Amendment to the 2023 Universal
Registration Document. It may be repaid by offsetting receivables
against a capital increase and is subject to sales and operating
cash flow covenants calculated quarterly by the Company, which is
required to issue a compliance certificate every quarter. These
covenants remain unchanged at the date of this press release.
3 As a reminder, on June 14, 2023, the Company entered into a
bond loan agreement with SSI AIV for a total principal amount of
€5,000,000 through the issue of 500 Convertible Bonds. The Company
has drawn down of all the Convertible Bonds in four tranches. At
its meeting on October 24, 2024, the Board of Directors decided to
issue 6,738,037 new ordinary shares in respect of the conversion
request sent by SSI AIV on October 24, 2024 for the conversion of
221 Convertible Bonds, representing an amount in principal and
interest of €2,627,834.43, based on a conversion price of €0.39 per
new share (calculated as the volume-weighted average price of the
last thirty trading sessions (€0.4858) less a discount of 20%, as
defined in the Convertible Bond issuance agreement). Following this
conversion, 279 Convertible Bonds remain outstanding, for a total
amount of €3,133,282.18 (principal and interest to date).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241120872890/en/
BALYO investors@balyo.com
NewCap Financial Communication and Investor Relations
Thomas Grojean / Aurélie Manavarere Phone: +33 1 44 71 94 94
balyo@newcap.eu
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