- Offer price set at €27 per
share
- Issuance of 1,388,889 new shares
representing a total amount of €37,5 million
- Funds to finance the acquisition of
Gazonor, the reimbursement of certain shareholders’ loans
(including a loan granted by EGLUK) and the expenditures of its
coal bed methane production activities in Lorraine
- Valuation of €137 million
Regulatory News:
Française de l’Energie (Paris:LFDE) (“Française de
l’Energie“ or the “Company”), a key participant in the
gas sector in France, announces today the completion of its Initial
Public Offering on compartment C of the Euronext regulated market
in Paris (“Euronext Paris”), raising €37.5 million through a
capital increase.
The Open Price Offering and the Global Placement price has set
at €27 per share. The total number of shares issued will be
1,388,889, resulting in a capital increase of €37.5 million. Based
on a total of 5,065,174 shares to be admitted to the market and a
price of €27 per share, La Française de l’Energie’s valuation will
be €137 million at the end of the operation.
Julien Moulin, Chairman & CEO of La Française de l’Energie
states: “We are pleased about the completion of La Française de
l’Energie’s IPO on Euronext Paris. We would like to thank first of
all our historical shareholders who have renewed their trust and
demonstrated their ongoing support to our strategy. We would also
like to thank each of our new investors, individuals or
professionals, for putting their savings and trust in our unique
project focusing on developing local cleaner gas production for the
benefits of the territories where we operate. The quality of the
investor base is another positive takeaway from this fund raising
exercise. With the funding of RGreen Invest, the capital raise is a
significant milestone in our development strategy and will enable
us to focus on the implementation of our development in Lorraine
and Nord-Pas-de-Calais. ”
The settlement/delivery of issued shares in the Open Price
Offering and the Global Placement will take place on June 14, 2016.
Shares will begin their conditional trading on Euronext Paris from
June 13, 2016 at 9.00 AM CET in the form of undertakings to deliver
shares (promesses d’actions) until June 14, 2016. The shares issued
upon conversion of convertible bonds issued by the Company, i.e. a
number of 449,665 shares, will be issued the same day. The shares
will then be traded under a unique quotation line “FRANCAISE
ENERGIE” from June 15, 2016 onwards.
TERMS OF THE GLOBAL OFFERING
- Offering Price:
- Breakdown of the Offering:
- 1,3456,365 shares were allocated to the
Global Placement (representing €36.4 million or 72.7% of the total
shares initially offered).
- 42,524 shares were allocated to the
French Public Offering (representing €1.1 million or 2.3% of the
total shares initially offered), which represents the total of
shares issued in the French Public Offering.
- Size and Gross Proceeds of the
Offering:
- 1,388,889 new shares issued by the
Company through the French Public Offering.
- The gross proceeds from the issuance of
new shares amount to a total of €37.5 million.
- Shares issuable upon conversion of
convertible bonds issued by the Company
- 449,665 new shares will be issued by
the Company upon conversion of convertible bonds.
- Subscription from main
shareholders
- As indicated in the Complementary Note
that received a visa from the Autorité des Marchés Financiers on
June 7, 2016 under number 16-231, Mr Julien Moulin, Mr Jean
Chalopin (acting on its own behalf and on behalf of some of the
main existing shareholders, of which those indicated below -
excluding Mr Julien Moulin) have placed a subscription order of 398
369 new shares, in addition to their subscription commitment as
described in the note d’opération that received a visa from the
Autorité des Marchés Financiers on May 23, 2016 under number
16-194. Consequently, the breakdown of additional subscriptions is
as follows:
Investor / Shareholder
Amount of additional
subscriptioncommitment
Jean Chalopin* €7,800,000 Financière Gabriel
(Jean-François Michaud) €2,000,000 The Philippe Fund
€200,000 Julien Moulin €571,000
Frédéric Durr €184,960
TOTAL
€10,755,960
* As indicated below, Mr Chalopin may decide to sell a part of
these shares to other existing shareholders
- All the shares subscribed by existing
shareholders account for a total amount of €19.5 million,
representing 51.9% of the gross proceeds of the Offering. The
remaining shares have been subscribed by new shareholders, notably
Crédit Mutuel Nord Europe (CMNE).
EVOLUTION OF THE SHARE CAPITAL
- Following the Company’s IPO and the
issuance of new shares issuable upon conversion of convertible
bonds, the share capital will include:
5,065,174 existing shares
- of which 1,388,889 shares issued
through the Offering
- of which 449,665 shares issued upon
conversion of convertible bonds
In addition 370,370 shares may be issued if the bonds with
redeemable warrants (BSA) issued by the Company are exercised
simultaneously with the convertible bonds and detached from these
ones. There is no other dilutive financial instrument as of the
date of this press release.
- Following the Offering and the
issuance of new shares issued upon conversion of convertible bonds,
the shareholding structure of La Française de l’Energie is as
follows:
Shareholder structure following the Offering
Shareholders
Number ofshares
% of sharecapital
Number ofvoting rights
% of votingrights
Chaldon Asia Limited (Famille Chalopin) 782,579
15.45% 782,579
14.31% Deltec Bank 663,536
13.10% 663,536
12.13% EGL UK 403,905
7.97% 807,810 14.77%
Maritime Manufacturers Associates
(HuguesLamotte & Associates)
350,000 6.91%
350,000 6.40% Julien Moulin
267,290 5.28%
267,290 4.89% Ginkgo Holdings Limited (Famille
Durr) 238,076 4.70%
238,076 4.35%
Financière de Rosario et Financière
Gabriel(Famille Michaud)
250,334 4.94%
250,334 4.58% Crédit Mutuel du Nord
Europe 185,185 3.66%
185,185 3.39%
Total historic
shareholders and large new shareholders
3,140,905 62.01%
3,544,810 64.82%
Others, and notably: the Lorenceau
Family,the Cromback Family, the Labruyere Familyand various clients
of LCF Rothschild
1,440,968 28.45%
1,440,968 26.35% Public
483,301 9.54% 483,301
8.84%
Total
5,065,174 100.00%
5,469,079 100.00%
As indicated above, Mr Jean Chalopin (acting on its own behalf
and on behalf of some of the main existing shareholders) has placed
an additional subscription order for an amount of €7.8 million
through the Offering, representing 288,888 new shares. Mr Jean
Chalopin, who has acted on behalf of several other existing
shareholders, may decide to sell a part of the 288,888 new shares
subscribed through the Offering to other existing shareholders of
the Company.
Reminder of the use of proceeds:
- Finance the expenditures of its coal
bed methane production activities in Lorraine (subsidised
electricity tariff guaranteed over the next 15 years)
- Finance the acquisition of Gazonor in
Nord-Pas-de-Calais and the transformation of coal mining methane
into electricity (regulatory approval applicable to the mining law
was deemed obtained May 23, 2016)
- Finance the reimbursement of the
convertible loan granted by EGLUK to the Company in 2014 and
finance the reimbursement of the shareholders’ loans granted to the
Company in February 2016.
IPO schedule – Next steps
June 13 2016
- Beginning of conditional trading in the Company’s shares on
Euronext Paris on the unique quotation line “FRCAISE ENGIE
PROM”
June 14 2016
- Issuance of new shares issuable upon conversion of convertible
bonds
- Settlement and delivery of the Offering
June 15 2016
- Beginning of unconditional trading in the Company’s shares on
Euronext Paris on the unique quotation line “FRANCAISE
ENERGIE“
Française de l’Energie codes
- Name: FRANCAISE DE L’ENERGIE
- ISIN code: FR0013030152
- Mnemonic: LFDE
- Section: Compartment C
- Business sector: ICB: 0530 – Oil &
Gas Producers
- ICB classification: 0533 – Exploration
& Production
Information available to the Public - Copies of the
prospectus, that received a visa from the AMF, comprising a
document de base registered with the AMF on March 14, 2016 under
number I. 16-009, the “Securities Note” that received a visa from
the AMF on May 23, 2016 under number 16-194, the complementary note
to the prospectus that received a visa from the AMF on June 7, 2016
under the number 16-231, and the summary of the Prospectus
(contained in the securities notes), may be obtained free of charge
from La Française de l’Energie, (1 avenue Saint-Rémy, Esp.
Pierrard, 57 600 Forbach) as well as from the Company’s
(www.francaisedelenergie.fr) and the AMF’s (www.amf-france.org)
websites.
Risk factors – Française de l’Energie draws the public’s
attention to the business-related risks described in Chapter 4
“Risk Factors” of the Document de Base and the offer-related risks
described in Chapter 2 "Offer-related Risk Factors” of the
Securities Note. If all or some of these risks materialise, this
could have an adverse effect on the activity, reputation, operating
results, financial situation or future prospects of the group.
Furthermore, other risks, which were not identified or were not
considered relevant by the group at the time the document received
its visa from the AMF, could have the same adverse effect.
About La Française de l’Energie
Française de l’Energie is a young, innovative company (Bpifrance
label) based in Forbach in the Lorraine region of France. Based in
the region since 2009, Française de l’Energie is a dynamic SME
which employs almost 20 people, and is already a leader in the
evaluation of gas resources in France. Française de l’Energie
specialises in CBM (Coal Bed Methane), and its experienced
technical team has demonstrated the presence of significant gas
resources in the coals of former French producing basins. With the
production of this new generation energy, which is both clean and
strategic, Française de l’Energie is developing an ambitious
project based on recognised expertise.
For more information, go to www.francaisedelenergie.fr
Disclaimer
This press release does not constitute, nor can it be
construed as, a public offer or offer to buy or solicit the
public’s interest in a public offer.
No communication or other information related to this
transaction or to Française de l’Energie may be transmitted to the
public in a country in which any approval or registration is
required. No steps to such end have been taken (or will be taken)
by Française de l’Energie in any country in which such steps would
be required (other than France). The subscription for or the
purchase of Française de l’Energie shares may be subject to
specific legal or regulatory restrictions in certain jurisdictions.
Française de l’Energie assumes no responsibility for any violation
of any such restrictions by any person.
This press release does not constitute a prospectus within the
meaning of Directive 2003/71/CE of the European Parliament and
Council dated 4 November 2003, as amended, in particular by
Directive 2010/73/EU in the case where such Directive was
implemented into Law in the member States of the European Economic
Area (together, the “Prospectus Directive”).
This press release is promotional in nature.
In France, an offer is open to the public only after the
delivery by the AMF of a visa. With respect to the member States of
the European Economic Area other than France (the “Member States”)
having implemented the Prospectus Directive into Law, no action has
been or will be taken in order to permit a public offer of the
securities which would require the publication of a prospectus in
one of such Member States. As a result, securities may not and will
not be offered in any Member States (other than France), except
pursuant to the exemptions set forth in Article 3(2) of the
Prospectus Directive, if such exemptions have been implemented into
Law in the Member State(s) in question or in other cases not
requiring Française de l’Energie to publish a prospectus under the
Prospectus Directive and/or regulations applicable in these Member
States.
Any shares sold in the United States will be sold only to
“qualified institutional buyers” (as defined in Rule 144A under the
U.S. Securities Act of 1933, as amended) pursuant to Rule 144A.
This press release was not disseminated or approved by an
“authorised person” within the meaning of Section 21 of the
Financial Services and Markets Act 2000. As a result, this press
release is directed at and intended for only (i) persons outside
the United Kingdom, (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, (iii) persons listed in Article
49(2) (a) to (d) (high net worth companies, unregistered
associations, etc.) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, or (iv) to any other person to
whom this press release may be directed by Law (persons mentioned
in paragraphs (i), (ii), (iii), and (iv), together referred to as
“Relevant Persons”). The shares of Française de l’Energie described
herein are available only to Relevant Persons, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire
Française de l’Energie securities will be addressed to and engaged
in only with Relevant Persons. Any person who is not a Relevant
Person must not act or rely on this document or any of the
information it contains. This press release does not constitute a
prospectus approved by the Financial Services Authority or any
other regulatory authority in the United Kingdom within the meaning
of Section 85 of the Financial Services and Markets Act 2000.
This document does not constitute or form part of an offer of
securities or a solicitation for purchase, subscription or sale of
securities in the United States or any other jurisdiction (other
than France). Securities may not be offered, subscribed or sold in
the United States without registration under the U.S. Securities
Act of 1933, as amended (the “U.S. Securities Act”), or pursuant to
an exemption from this registration requirement. Française de
l’Energie shares have not been and will not be registered under the
U.S. Securities Act and Française de l’Energie does not intend to
undertake a public offering of its securities in the United
States.
The release of this press release in certain jurisdictions may
constitute a violation of applicable laws. The information
contained in this press release does not constitute an offer of
securities in Canada, Australia or Japan. This press release must
not be directly published, transmitted or distributed in the
territory of the United States, Canada, Australia or Japan.
For a period of 30 days from the date the Offer Price is made
public (i.e., according to the indicative timetable until July 7,
2016, inclusive), Société Générale, as stabilisation agent,
pursuant to applicable laws and regulations, specifically
Regulation No. 2273/2003 of the European Commission of 22 December
2003 governing terms for applying Directive 2003/06/EC of the
European Parliament and the Council of 28 January 2003 on insider
dealing and market manipulations, may (but is not required to do
so) undertake stabilisation operations in order to stabilise or
sustain the price of the Company’s shares in the Euronext Paris
regulated market. Pursuant to Article 10-1 of regulation (EC)
2273/03 of 22 December 2003, stabilisation operations may not be
performed at a price that exceeds the offer price. Such
interventions are liable to affect the share price and may result
in a market price above that which would otherwise have prevailed.
Even if stabilisation operations are performed, Société Générale
may decide to interrupt such operations at any time. The relevant
market authorities and the public will receive information pursuant
to Article 9 of the aforementioned regulation. In accordance with
the provisions of Article 11 b) of the aforementioned regulation,
Société Générale, acting on behalf of the institutions underwriting
the Offer, may, if needed, undertake overallotments in connection
with the Offer up to the number of shares covered by the
overallotment option, plus 5% of the Offer as applicable (excluding
exercise of the overallotment options).
NOT TO BE PUBLISHED, TRANSMITTED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA OR JAPAN
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Citigate Dewe RogersonInvestor RelationsAntoine
Denry, + 33 1 53 32 78 95antoine.denry@citigate.frorCitigate
Dewe RogersonMedia RelationsDaiana Hirte, +33 1
53 32 78 90daiana.hirte@citigate.fr