- A decisive step in BALYO’s
development that supports the added value of BALYO’s robotic
solutions and will potentially boost their deployment
- AMAZON would obtain the right to
subscribe up to 29% of BALYO’s capital depending on the level of
potential future orders by AMAZON up to EUR 300 million
- Both BALYO’s industrial partners and
major financial shareholders support this transaction
Regulatory News:
BALYO (FR0013258399, Ticker: BALYO, eligible for the
PEA-PME plan), a technological leader in the design and development
of innovative robotic solutions for material handling trucks,
announces it has signed an agreement with AMAZON.
Fabien Bardinet, Chairman and Chief Executive
Officer, stated: “We are very proud to have signed this
agreement. It represents an unprecedented opportunity for BALYO to
grow its business and supports the soundness of our investments
over the years to perfect our robotic solutions.”
Pursuant to the agreement signed today, AMAZON will receive free
stock warrants which will vest based on AMAZON’s purchase of
BALYO-enabled products. The full number of stock warrants,
representing up to 29% of BALYO’s share capital and voting rights
(before dilution of existing securities giving access to share
capital as of 31 December 2018), would become exercisable according
to AMAZON’s decision if AMAZON orders up to EUR 300 million of
BALYO-enabled products. The issuance of the warrants will be
submitted for the approval at an Extraordinary General Meeting of
BALYO’s shareholders.
Implementation schedule:
An Extraordinary General Meeting will be convened to be held end
of February 2019 so that all of BALYO’s shareholders can vote on
the resolution to grant reserved free stock warrants (“BSA”) to
AMAZON, by a majority of 2/3 of votes present and represented.
To date, industrial partners and shareholders of BALYO,
Hyster-Yale Group and Linde Material Handling, as well as the
founders and the Company’s major financial shareholders, Seventure
Partners and Bpifrance Investissement, have committed to vote in
favor of this resolution, within the framework of voting
commitments signed by each of them. The voting commitments together
represent approximately 55% of BALYO's voting rights.
Details on the BSAs:
The 11.753.581 BSAs freely allocated to AMAZON (each entitling
to the subscription of 1 new share) will have a term of seven years
from the date of allocation and can be exercised at the choice of
AMAZON and in full or in part, as follows: 1.621.184 BSA vested
immediately after a minimum order of EUR 10 million, and then
successive tranches of 405.296 BSA vested per tranche of EUR 12
million in orders fulfilled and paid (up to EUR 300m of orders).
All the BSAs allocated would be fully vested in the event of a
change in control. The exercise price of each warrant is EUR 3.03
per share for the entire period (equal to the 30-day VWAP at
January 9, 2019).
The warrants are non-transferable by AMAZON, except to an
affiliate or in the event of a change of control, and will not be
admitted to trading. The shares resulting from the exercise of the
warrants are not subject to a lock-up commitment by AMAZON.
AMAZON has the right to appoint an observer at BALYO'S Board of
Directors.
The reserved issue of the warrants will not result in the
preparation of a prospectus submitted to the Autorité des Marchés
Financiers ("AMF") for approval. A prospectus will be prepared and
submitted to the AMF for approval if the shares issued upon
exercise of the warrants or other securities giving access to
BALYO's share capital represent more than 20% of BALYO's share
capital in less than 12 months, in accordance with applicable
regulations.
Information regarding 2018 estimated revenue
BALYO’s 2018 revenue landing expected to be around EUR 23.3
million, growing more that 40% from 2017
Important information
No communication and no information in respect of this
transaction may be distributed to the public in any jurisdiction
where a registration or approval is required. No steps have been or
will be taken in any jurisdiction (other than France) where such
steps would be required. The issue, the subscription for or the
purchase of BALYO’s shares and/or warrants may be subject to
specific legal or regulatory restrictions in certain
jurisdictions.
This announcement is not a prospectus within the meaning of
Directive 2003/71/EC of the European Parliament and the Council of
November 4th, 2003, as amended, in particular by Directive
2010/73/EU (together, the “Prospectus Directive”).
No securities offering will be opened to the public in France
before the delivery of the visa on a prospectus prepared in
compliance with the Prospectus Directive, as approved by the French
Autorité des marchés financiers.
With respect to the member states of the European Economic Area
which have implemented the Prospectus Directive (each, a
“relevant member State”), other than France, no action has
been undertaken or will be undertaken to make an offer to the
public of the securities requiring publication of a prospectus in
any relevant member State.
The distribution of this press release is not made, and has not
been approved, by an “authorised person” within the meaning of
Article 21(1) of the Financial Services and Markets Act 2000. As a
consequence, this press release is directed only at persons who (i)
are located outside the United Kingdom, (ii) have professional
experience in matters relating to investments within the meaning of
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotions) Order 2005 (as amended), (iii) are persons
falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Financial Services and
Markets Act 2000 (Financial Promotions) Order 2005 (as amended) or
(iv) are persons to whom this press release may otherwise lawfully
be communicated (all such persons mentioned in paragraphs (i),
(ii), (iii) and (iv) collectively being referred to as “Relevant
Persons”). The securities are directed only at Relevant Persons and
no invitation, offer or agreements to subscribe, purchase or
acquire the securities may be proposed or made other than with
Relevant Persons. Any person other than a Relevant Person may not
act or rely on this document or any provision thereof. This press
release is not a prospectus which has been approved by the
Financial Conduct Authority or any other United Kingdom regulatory
authority within the meaning of Section 85 of the Financial
Services and Markets Act 2000.
This press release does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in
the United States. Securities may not be offered, subscribed or
sold in the United States absent registration under the U.S.
Securities Act of 1933, as amended (the “U.S. Securities
Act”), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements thereof.
The warrants and the shares of BALYO and rights in respect thereof
have not been and will not be registered under the U.S. Securities
Act and BALYO does not intend to make a public offer of its
securities in the United States.
The distribution of this document in certain countries may
constitute a breach of applicable law. The information contained in
this document does not constitute an offer of securities for sale
in the United States, Canada, Australia or Japan.
This press release may not be published, forwarded or
distributed, directly or indirectly, in the United States
(including its territories and dependencies and any state of the
United States), Canada, Australia or Japan.
ABOUT BALYO
BALYO transforms standard forklift trucks into standalone
intelligent robots thanks to its breakthrough proprietary Driven by
Balyo™ technology. The geoguidance navigation system developed by
BALYO allows vehicles equipped with the system to locate their
position and navigate autonomously inside buildings. Within the
automated handling vehicle market, BALYO has entered into two
strategic agreements with Kion Group AG (Linde Material Handling's
parent company) and Hyster-Yale Group, two major operators in the
material handling sector. BALYO is present in three major
geographic regions (Americas, Europe and Asia-Pacific). Its sales
revenue reached €16.4 million in 2017. For more information, please
visit our website at www.balyo.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190109005859/en/
BALYOStanislas PiotCFOinvestors@balyo.com
NewCapFinancial Communication and Investor
RelationsLouis-Victor Delouvrier/Thomas GrojeanTel: +33 1 44 71 98
53balyo@newcap.eu
Image 7Media relationsGrégoire Lucas / Roxane
Planasgregoire.lucas@image7.fr / rplanas@image7.frTel. : +33 1 53
70 74 89
Balyo (EU:BALYO)
Graphique Historique de l'Action
De Mar 2024 à Avr 2024
Balyo (EU:BALYO)
Graphique Historique de l'Action
De Avr 2023 à Avr 2024
