Egide: results for the 1st half of 2024 - Philippe BENSUSSAN
appointed Chairman - New Capital Increase
Press Release
Bollène, October 22, 2024– 08:00am (CET)
RESULTS FOR THE
1ST HALF OF
2024
_________________________________________________________________________________
- H1 2024
sales: €15.4M, down 19%
- EBITDA
breakeven
- Net loss of
€1.4M in the first half of 2024 compared with €0.9M in the first
half of 2023
- Launch of a
capital increase, by issuing shares with subscription rights, of
around €1.8 million
- Appointment
of Philippe BENSUSSAN as Chairman of the Board of
Directors
-
Outlook
- Supply
difficulties and the decline in activity of some customers will
impact 2024 sales.
- Business diversification to pay off in earnings by
2025.
- The Group
remains confident in its future thanks to its investments and the
modernization of its industrial facilities.
______________________________________________________________________________
Egide Group (Euronext Growth Paris™-
ISIN : FR0000072373 - Ticker:
ALGID), worldwide provider of hermetic packages and heat
dissipation solutions for sensitive electronic components, is today
announcing its results for the 1st half of 2024.
The main financial indicators below illustrate
Egide's rapid and significant recovery:
|
|
H1 2024* |
|
H1 2023* |
H1 2022 |
|
Variation
H1 2024/H1 2023 |
|
2023 |
|
|
|
€M |
%sales |
€M |
% sales |
€M |
% sales |
|
€M |
% sales |
|
€M |
% sales |
Sales |
|
15.43 |
|
19.19 |
|
16.02 |
|
|
-3.76 |
-19% |
|
36.71 |
|
EBITDA ** |
|
0.13 |
0.8% |
1.30 |
7% |
-0.04 |
0% |
|
-1.17 |
-90% |
|
0.03 |
-5% |
Operating loss |
|
-0.94 |
-6% |
-0.34 |
-2% |
-1.29 |
-8% |
|
-0.60 |
-76% |
|
-2.06 |
-13% |
Net Loss |
|
-1.40 |
-9% |
-0.89 |
-5% |
-2.02 |
-13% |
|
-0.51 |
-57% |
|
-3.12 |
-17% |
* Unaudited
** Operating income excluding depreciation and
amortization
The Audit Committee and the Board of Directors
met to approve the half-year financial results as of June 30, 2024.
As a reminder, on Euronext Growth, the half-year financial
statements are not submitted to an audit by the statutory auditors
(Euronext Growth Rules, art. 4.2.1). The financial statements
presented below are not and will not be audited.
1. H1 2024
consolidated revenue
In the first half of 2024, consolidated sales
amount to €15.6 M, down 19% compared with the first half of 2023.
This €3.8 M decrease is due to :
- €1.58 M from Egide SA, impacted by
a very sharp drop in revenue from one of its main customers, which
had its export licenses withdrawn. Business was also impacted by
the lack of sales in China due to the geopolitical context.
-
€1,2M from Egide USA, impacted by a slowdown in sales to its main
customer, due to overstocking and manufacturing problems, and by
limited cash flow. Despite this difficult context, Egide USA
maintained its diversification strategy by developing two new
market segments: products for thermal batteries and for pyrotechnic
and energetic devices for missiles. These new activities, although
promising, encountered delays in their implementation, due to
longer-than-expected customer qualification processes.
-
€0,98 M, from Santier impacted by disruptions to its supply chain
due to limited cash and the failure of some of its suppliers to
meet quality and delivery deadlines.
Revenue by facilities
Millions of euros
|
H1 2024 * |
H1 2023* |
Variation |
Like-for-like variation** |
€M |
% sales |
€M |
% sales |
€M |
% sales |
% sales |
Egide SA |
7.04 |
46% |
8.62 |
45% |
-1.58 |
-18% |
-18% |
Egide USA |
5.15 |
33% |
6.35 |
33% |
-1.20 |
-19% |
-19% |
Santier |
3.24 |
21% |
4.22 |
22% |
-0.98 |
-23% |
-23% |
Group |
15.43 |
100% |
19.19 |
100% |
-3.76 |
-19% |
-20% |
* Unaudited
** Like-for-like variation: at constant exchange rates
The Group's share of sales rose in the rest of
the world (from 20% to 31%) but decreased in Europe (from 29% to
22%) and North America (from 51% to 47%). This is mainly due to the
decline in activity from a major customer in France and the
development of new customers and sales in the Middle East.
Revenue by Region
Millions of euros
|
H1 2024* |
H1 2023* |
Variation |
€M |
% sales |
€M |
% sales |
€M |
% sales |
North America |
7.28 |
47% |
9.72 |
51% |
-2.44 |
-25% |
Europe |
3.40 |
22% |
5.56 |
29% |
-2.16 |
-39% |
Asia & ROW |
4.75 |
31% |
3.91 |
20% |
0.84 |
21% |
Group |
15.43 |
100% |
19.19 |
100% |
-3.76 |
-20% |
* Unaudited
2. Ongoing cost-cutting
initiatives
Despite a €3.8m drop in sales, Egide limited the
impact on its profitability in the first half (the net loss
increased by only €0.5m) compared with the first half of 2023,
thanks to two targeted measures:
-
A reduction in operating costs, notably staff costs, generating
savings of 0.8 million euros in six months. This measure to reduce
staff costs concerned in particular the executive management and
management costs of the American subsidiaries.
-
An increase in the purchase margin (sales less purchases and
inventory variations) of 3.3 points (65.1% as of June 30, 2024 vs.
61.9% in the first half of 2023), i.e. around 0.5 million euros,
driven by better control of purchasing costs.
The breakdown of consolidated operating results
by entity as of June 30, 2024 is as follows:
Operating
Result
(in €K, IFRS)
|
H1 2024* |
H1 2023* |
H1 2022 |
Variation H1 2024/H1 2023 |
|
H2 2023* |
2023 |
K€ |
% sales |
K€ |
% sales |
K€ |
% sales |
K€ |
%sales |
|
K€ |
% sales |
K€ |
%sales |
Egide SA |
- 299 |
21% |
- 34 |
4% |
-84 |
4% |
- 265 |
13% |
|
13 |
-1% |
- 21 |
1% |
Egide USA |
- 1 051 |
75% |
- 710 |
80% |
-403 |
20% |
- 341 |
17% |
|
-1 376 |
62% |
-2 086 |
67% |
Santier |
- 46 |
3% |
- 133 |
15% |
-954 |
47% |
87 |
-4% |
|
- 859 |
38% |
-992 |
32% |
Egide USA LLC (holding) |
- 8 |
1% |
- 11 |
1% |
-575 |
29% |
3 |
0% |
|
- 10 |
0% |
- 21 |
1% |
Group operating result |
-1 404 |
100% |
- 888 |
100% |
-2 016 |
100% |
- 516 |
100% |
|
-2 232 |
100% |
-3 120 |
100% |
* Unaudited
The Group's net loss was €0.5 million higher in
the first half of 2024 than in the first half of 2023, but €0.8
million better than in the second half of 2023.
This loss is mainly attributable to Egide USA, which accounts for
75% of the total loss for the first half of 2024 and remains the
main contributor to losses over the last three quarters.
3. Consolidated balance
sheet as of June 30, 2024
Assets |
|
Liabilities |
In K€ |
June 30, 2024 |
Dec.31, 2023 |
|
In K€ |
June 30, 2024 |
Dec.31, 2023 |
Intangible assets |
6 |
8 |
|
Shareholders' equity |
5 594 |
7 029 |
Rights of use assets |
2 867 |
3 213 |
|
|
|
|
Tangible assets |
4 941 |
5 504 |
|
Long-term liabilities |
654 |
837 |
Financial assets |
616 |
539 |
|
Right-of-use liability - non-current |
2 723 |
2 958 |
Deferred tax assets |
251 |
252 |
|
Long-term financial debt |
2 900 |
3 298 |
Non-current assets |
8 681 |
9 516 |
|
Other non-current liabilities |
804 |
896 |
|
|
|
|
Non-current liabilities |
7 080 |
7 990 |
Inventories and outstanding |
7 245 |
7 003 |
|
|
|
|
Trade and other receivables |
6 026 |
6 332 |
|
Suppliers and other creditors |
7 167 |
6 471 |
Cash |
1 162 |
3 201 |
|
Current portion of long-term debt |
5 124 |
5 873 |
Other current assets |
2 590 |
2 137 |
|
Right-of-use liability - current |
739 |
826 |
Current Assets |
17 023 |
18 673 |
|
Current liabilities |
13 030 |
13 170 |
Total Assets |
25 704 |
28 189 |
|
Total liabilities |
25 704 |
28 189 |
Shareholders' equity amounted to €5.59 million,
or 21.7 % of the balance sheet total.
The 1.435k€ decrease in shareholders’ equity
from 7.029 k€ as of December 2023 to 5.594k€ as of June 30, 2024,
is explained by:
- 1.404k€ net loss,
39k€ currency exchange adjustment and 71k€ other P&L
items.
- The decrease is
mainly due to depreciation of 563k€ and 346K€ in the net value of
fixed assets and rights of use respectively, the 909K€ decrease in
non-current liabilities and the 1,510k€ decrease in working capital
(calculated as the difference between current assets and
liabilities).
Net debt (defined as the difference between shareholders' equity
and debt) increased from €5,970k as of December 31, 2023 to €6,862k
as of June 30, 2024.
4. Launch of a capital
increase with preferential subscription rights
Egide today announces the
launch of a new capital increase in cash with preemptive
subscription rights (the “Preemptive Subscription
Rights”) for shareholders (the “Capital
Increase”) for an amount of €1,806,596 through the issue
of 3,613,192 ordinary shares (the “New Shares”) to
witch will be attached 3,613,192 warrants (bons de souscription
d’actions) (the “Warrants”) giving
entitlement to 1,806,596 ordinary shares in the Company (the
“Additional Shares”) (together, the
“Shares with Warrants”). The Shares with Warrants
will be issued at a unit price of €0.5, representing a premium of
approximately 56.6% compared to the average closing prices of the
20 trading sessions preceding the determination of the issue price
by the Board of Directors (€0.32).
Egide’s shareholders will be able to subscribe
to the Capital Increase at the rate of two (2) Shares with Warrants
for nine (9) existing shares.
In this context, Egide received the following
commitments:
-
From iXCore Group, an entity affiliated to Mr.
Hervé Arditty, a commitment to subscribe on a non-reducible basis
and, as the case may be, on a reducible basis and/or on a free
basis, to 2,900,000 Shares with Warrants, for an amount of
€1,450,000, representing 80% of the issue. The subscription of
iXCore Group will be paid up (a) up to an amount of €750,000, by
way of set-off with the shareholder’s current account granted and
paid to the Company on 19 September 2024 and (b) up to an amount of
€700,000 (i.e. a maximum of 1,400,000 Shares with Warrants), in
cash; and
-
From SOGEFIP, a company affiliated to Mr. Michel
Faure, a commitment to subscribe on a non-reducible basis and, as
the case may be, on a reducible basis and/or on a free basis, to
100,000 Shares with Warrants, for an amount of €50.000, i.e. 3% of
the issue. The subscription of SOGEFIP will be paid up by way of
set-off with the €50,000 debt owed by the Company to SOGEFIP under
the consultancy agreement dated 20 July 2023.
These subscription commitments represent
approximately 83% of the Capital Increase, thus guaranteeing that
the transaction will be completed.
Details of the calendar and terms of this
operation are attached at the end of this press release.
5. Egide Group
governance evolves: Philippe BENSUSSAN appointed Chairman of the
Board of Directors
The Egide Group's Board of Directors, meeting on October 21, 2024,
today announced the appointment of Philippe BENSUSSAN as Chairman
of the Board, succeeding Michel FAURE. This appointment marks a new
era in the Group's development.
Mr. BENSUSSAN, who joined Egide's Board of
Directors two weeks ago, will leverage his recognized expertise in
the high-tech and defense sectors. With his successful track record
at the head of Lynred and at the Direction Générale de l'Armement,
he is perfectly positioned to steer Egide's strategy and enable it
to seize future growth opportunities.
Biography Philippe
BENSUSSAN
https://www.linkedin.com/in/philippe-bensussan-1857a341/
Philippe BENSUSSAN graduated from Ecole
Polytechnique. He also holds a PhD from MIT in Material Sciences,
one from Université Paris – Orsay in Physics and an Executive-MBA
from HEC.
Armament engineer, he held, between 1984 to 1998, various positions
within the Direction Générale de l’Armement (French MoD Procurement
agency), the last one as program manager of Earth-observation
Helios satellites program.
He went on to lead Lynred until 2018, a company that is one of the
world’s leaders in the design and manufacturing of high-quality
infrared technologies for the aerospace, military, industrial and
consumer markets.
Since beginning of 2018, Philippe BENSUSSAN has
been advising investment firms and CEO’s, as consultant or
independent board member. He also joined the M&A advising firm
Financière de Courcelles end of 2019 as senior advisor. He brings
to the table his strong experience in hi-tech industry, with a
focus on electronics, optronics, defense, space and
aeronautics.
On October 2, 2024, he was co-opted as member of Egide’s group
board of directors.
6. Outlook
As previously announced, the Egide Group has
continued to invest in diversifying its customer portfolio and
developing promising new markets such as thermal batteries and
pyrotechnic and energetic devices for missiles.
However, as these new projects will take longer
than expected to qualify, their impact on results will not be felt
until the final quarter of 2024.
David HIEN, CEO of Egide Group concludes:
“supply and production difficulties, combined with the decline
in activity of certain key customers in France and the United
States, will unable us to achieve the targets we had initially set
for the second half of 2024. These elements lead us to confirm our
forecast of lower sales in 2024 than in 2023. Nevertheless, we
remain confident in our ability to bounce back thanks to our new
strategy and the modernization of our industrial facilities. The
investments we have made position Egide well to seize future
opportunities in the Defense and Aerospace markets.”
FINANCIAL CALENDAR
2024 Half-year financial report
released: October
23, 2024
2024
Revenue: January 20,
2025
CONTACTS
EGIDE – Philippe Bringuier – Chief Financial
Officer - +33 4 90 30 35 94 - pbringuier@fr.egide-group.com
FIN’EXTENSO – Isabelle Aprile –
Financial communication agency - +33 6.17.38.61.78 -
i.aprile@finextenso.fr
About EGIDE - Keep up to date with all the Group's news
online: www.egide-group.com
et LinkedIn
Egide is a group with an international
dimension, specialized in the manufacture of hermetic packages and
heat dissipation solutions for sensitive electronic components. It
operates in cutting edge markets with strong technology barriers to
entry in all critical industry segments (Thermal Imaging.
Optronics. High-Frequency. Power Units…). Egide is the only pure
player in this market niche with manufacturing bases in France and
the United States.
EGIDE is listed on Euronext
Growth Paris™- ISIN: FR0000072373 - Ticker:
ALGID
The publication or distribution of this
press release in certain countries may be prohibited in accordance
with legislation. The information contained in this press release
does not constitute an offer of securities in France, the United
States of America, Canada, Australia or Japan or any other country.
This press release is not intended to be published, released or
distributed, directly or indirectly, in the United States of
America, Canada, Australia or Japan. This document does not
constitute an offer for sale or a public offering for Egide shares
in the United States of America or any other country.
Launch of a new capital increase of
approximately
1.8 million euros for Egide SA, with Preemptive
subscription
rights for shareholders by issuing shares with warrants
attached
-
Launch of a new capital increase of €1,806,596 with
preemptive subscription rights for shareholders by issuing shares
with warrants
-
Subscription price per share with warrant:
€0.5
-
Ratio of new shares for old: 2 shares with warrants for 9
existing shares
-
Subscription period from 29 October 2024 to 6 November 2024
inclusive
-
Ex-rights date: 25 October 2024
-
Commitments to subscribe received from iXCore Group (an
entity affiliated to Mr. Hervé Arditty) and SOGEFIP (an entity
affiliated to Mr. Michel Faure), for a total amount of €1,500,000,
i.e. approximately 83% of the share capital increase, thus
guaranteeing that the transaction will be completed
- Exercise of warrants: from
13 November 2024 until 13 May 2026 inclusive, on the basis of 1
additional share for 2 warrants.
1. Capital
increase with Preemptive Subscription Rights for shareholders
through the issuance of shares with warrants attached
Egide today announces the
launch of a new capital increase in cash with preemptive
subscription rights (the “Preemptive Subscription
Rights”) for shareholders (the “Capital
Increase”) for an amount of €1,806,596 through the issue
of 3,613,192 ordinary shares (the “New Shares”) to
witch will be attached 3,613,192 warrants (bons de souscription
d’actions) (the “Warrants”) giving
entitlement to 1,806,596 ordinary shares in the Company (the
“Additional Shares”) (together, the
“Shares with Warrants”). The Shares with Warrants
will be issued at a unit price of €0.5, representing a premium of
approximately 56.6% compared to the average closing prices of the
20 trading sessions preceding the determination of the issue price
by the Board of Directors (€0.32).
Egide’s shareholders will be able to subscribe
to the Capital Increase at the rate of two (2) Shares with Warrants
for nine (9) existing shares.
In this context, Egide received the following
commitments:
-
From iXCore Group, an entity affiliated to Mr.
Hervé Arditty, a commitment to subscribe on a non-reducible basis
and, as the case may be, on a reducible basis and/or on a free
basis, to 2,900,000 Shares with Warrants, for an amount of
€1,450,000, representing 80% of the issue. The subscription of
iXCore Group will be paid up (a) up to an amount of €750,000, by
way of set-off with the shareholder’s current account granted and
paid to the Company on 19 September 2024 and (b) up to an amount of
€700,000 (i.e. a maximum of 1,400,000 Shares with Warrants), in
cash; and
-
From SOGEFIP, a company affiliated to Mr.
Michel Faure, a commitment to subscribe on a non-reducible
basis and, as the case may be, on a reducible basis and/or on a
free basis, to 100,000 Shares with Warrants, for an amount of
€50,000, i.e. 3% of the issue. The subscription of SOGEFIP will be
paid up by way of set-off with the €50,000 debt owed by the Company
to SOGEFIP under the consultancy agreement dated 20 July 2023.
These subscription commitments represent
approximately 83% of the Capital Increase, thus guaranteeing that
the transaction will be completed.
The Company does not know the other
shareholders’ intentions.
2. Use of the
funds
The proceeds from the Capital Increase will
enable the Company to pursue its investment policy and it financial
restructuring.
3. Terms
and conditions of the Capital Increase
Share capital before the
transaction
Egide’s share capital before the transaction is
€8,129,682, made up of 16,259,364 shares, fully subscribed and paid
up, with a par value of €0.50 each.
Share codes
Name: EGIDE
Share ISIN: FR0000072373
Ticker: ALGID
Preemptive Subscription Right
codes
Preemptive Subscription Right ISIN:
FR001400TB00
Place of listing: Euronext Growth
Warrants codes
ISIN code for Warrants: FR001400TAW3
Place of listing: Euronext Growth
Nature of the transaction
The transaction will involve the issuing of
3,613,192 ordinary shares (the “New Shares”), to
which would be attached 3,613,192 warrants (the
“Warrants”) giving entitlement to 1,806,596
ordinary shares in the Company (the “Additional
Shares”) (together, the “Shares with
Warrants”). The Shares with Warrants will be issued at a
unit price of €0.5. The gross proceeds of the issue will thus be
€1,806,596 (the “Capital Increase”).
Egide’s shareholders will be able to subscribe
to the Capital Increase at the rate of two (2) Shares with Warrants
for nine (9) existing shares held (nine (9) preemptive subscription
rights will enable their holder to subscribe to two (2) Shares with
Warrants).
Legal basis of the offering
Egide SA’s Board of Directors, making use of the
power delegated to it by the twelfth resolution adopted by the
Combined General Meeting of shareholders of 25 July 2024, decided
at its meeting of 21 October 2024 to exercise such power delegated
to it and carry out a capital increase by issuing the Shares with
Warrants, with Preemptive Subscription Rights for shareholders.
Subscription opening and closing
dates
From 29 October 2024 to 6 November 2024
inclusive, on the Euronext Growth market in Paris.
Subscription price
The subscription price has been set at €0.5 per
Share with Warrant, comprising the par value of €0.5 and without
issue premium. This price represents a premium of approximately
56.6% compared to the average closing prices of the 20 trading
sessions preceding the determination of the issue price by the
Board of Directors (€0.32).
Subscription to basic
entitlement
Subscription of the Shares with Warrants is
reserved, as a priority, for holders of existing shares registered
in their securities accounts at the end of the day preceding the
opening date of the Preemptive Subscription Rights trading period,
i.e. 24 October 2024.
Holders of Preemptive Subscription Rights will
be able to subscribe to their basic entitlement at the rate of two
(2) Shares with Warrants for nine (9) existing shares held, in
other words nine (9) Preemptive Subscription Rights which will
enable their holder to subscribe to two (2) Shares with Warrants,
without fractions being taken into account.
Holders of Preemptive Subscription Rights may
only exercise a number of such rights that enables them to
subscribe to a whole number of Shares with Warrants. Shareholders
or purchasers of Preemptive Subscription Rights who do not hold,
for subscription to the basic entitlement, a sufficient number of
existing shares or Preemptive Subscription Rights to obtain a whole
number of Shares with Warrants must purchase or sell on the market
a number of Preemptive Subscription Rights that will result in
their holding a multiple enabling them to acquire a whole number of
Shares with Warrants.
It is stated, for information, that at 21
October 2024, the Company does not hold any of its own shares.
Subscription on a reducible
basis
Shareholders will have a preemptive right to
subscribe for Shares with Warrants on a reducible basis which will
be exercised in proportion to their rights and within the limit of
their applications.
At the same time as they submit their
applications to subscribe to their basic entitlement, shareholders
or purchasers of Preemptive Subscription Rights may subscribe to
any number of excess Shares with Warrants they wish over and above
the number of Shares with Warrants resulting from the exercise of
their preemptive subscription rights in respect of their basic
entitlement.
Any Shares with Warrants not taken up by
irrevocable subscriptions will be distributed and allocated to
reducible subscribers. Orders to subscribe for excess shares will
be satisfied up to the limit of their requests and in proportion to
the number of existing shares whose rights will have been used to
support their irreducible subscription, without this resulting in
the allocation of a fraction of a Shares with Warrants.
If the same subscriber submits several separate
subscription applications, the number of Shares with Warrants to
which is entitled on a reducible basis will be calculated on the
basis of the totality of their Preemptive Subscription Rights only
if they have specifically requested this in writing no later than
the closing date for subscriptions. This request must be attached
to one of the subscription applications and must provide all
information necessary for the rights to be combined, stating the
number of subscription applications made and the authorised
intermediary or intermediaries with which such applications have
been deposited.
Subscriptions in the names of different
subscribers cannot be combined in order to obtain Shares with
Warrants on a reducible basis.
Euronext will publish a notice announcing, where
relevant, the allocation scale for reducible subscriptions.
Exercising Preemptive Subscription
Rights
Holders wishing to exercise their Preemptive
Subscription Rights must submit a request to do so to their
authorised financial intermediary at any time during the
subscription period, i.e. between 29 October 2024 and 6 November
2024 inclusive, and pay the corresponding subscription price.
Each subscription must be accompanied by payment
of the subscription price by payment in cash or by set-off against
liquid, due receivables from the company. Subscriptions that have
not been fully paid up will be cancelled automatically with no
requirement for formal notice.
The Preemptive Subscription Rights must be
exercised by their beneficiaries before expiry of the subscription
period, failing which they will be lost.
The Preemptive Subscription Rights will be
tradable from 25 October 2024 to 4 November 2024 inclusive, on the
same conditions as the existing shares.
A seller of a Preemptive Subscription Right will
transfer that right to the purchaser and for the purpose of
exercising the preemptive subscription right thus acquired the
purchaser will be substituted for the owner of the existing share
in all the latter’s its rights and obligations thereunder.
Any Preemptive Subscription Rights not exercised
at the end of the subscription period will lapse automatically.
Listing of the Preemptive Subscription
Rights
At the end of the trading session on 24 October
2024, Egide’s shareholders will receive one (1) Preemptive
Subscription Right for each share held (i.e. a total of 16,259,364
Preemptive Subscription Rights issued). Each shareholder holding
nine (9) Preemptive Subscription Rights (and multiples of this
number) will be able to subscribe to two (2) Shares with Warrants
(and multiples of this number) at the unit price of €0.5.
The Preemptive Subscription Rights will be
listed and traded on the Euronext Growth market, under ISIN
FR001400TB00, from 25 October 2024 to 4 November 2024
inclusive.
Theoretical value of the preemptive
subscription right
The value of the preemptive subscription right
is zero (based on the closing price of Egide shares on 18 October
2024, i.e. €0.285).
Subscription applications on a
non-preemptive basis (i.e. without preemptive subscription
rights)
In addition to the possibility of subscribing
for basic entitlements and excess New Shares in accordance with the
terms and conditions set out above, any natural or legal person may
subscribe to the Capital Increase on a non-preemptive basis,
whether or not they hold Preemptive Subscription Rights.
Persons wishing to subscribe on a non-preemptive
basis must submit their applications to their authorised financial
intermediaries at any time during the subscription period and pay
the corresponding subscription price.
Pursuant to Article L.225-134 of the French
Commercial Code, subscriptions on a non-preemptive basis will be
taken into account only if subscriptions to basic entitlements and
subscriptions to excess New Shares do not cover the whole of the
Capital Increase. The Board of Directors will be entitled to
allocate all or some of the unsubscribed shares at its discretion
among the persons (shareholders or third parties) of its choice who
have submitted applications for subscription on a non-preemptive
basis.
Preemptive subscription rights detached
from own shares held by the Company
It is stated, for information, that at 21
October 2024, the Company does not hold any of its own shares.
Restricting the amount of the Capital
Increase
In the event that irreducible, reducible and
unrestricted subscriptions do not absorb the entire issue, the
Board of Directors may limit the amount of the issue to the amount
of subscriptions received, in accordance with Article L. 225-134 of
the French Commercial Code, provided that this amount reaches at
least 75% of the amount of the Capital Increase.
Paying agents – Payment of
subscriptions
Subscriptions for Shares with Warrants and
payments by subscribers whose securities are held in administered
registered form (forme nominative administrée) or bearer
form will be accepted up to and including the subscription period
closing date at their authorised intermediaries acting in their
name and on their behalf.
Subscriptions and payments by subscribers whose
shares are held in pure registered form (forme nominative
pure) will be accepted free of charge at CIC Market Solutions
(6 avenue de Provence - 75009 Paris; 34318@cic.fr ).
The Shares with Warrants must be paid up in full
on subscription, by payment in cash, for the whole of their nominal
value plus issue premium. The amount of the issue premium paid will
be recognised on the liabilities side of the balance sheet in a
special “Issue Premium” account over which all existing and new
shareholders will have rights.
The funds paid for subscriptions will be
centralised at CIC Market Solutions (6 avenue de Provence - 75009
Paris; 34318@cic.fr ), which will draw up the certificate of
deposit of the funds recording the completion of the Capital
Increase.
Subscriptions for which payments have not been
made will be cancelled automatically with no requirement for a
formal notice.
Investment restrictions
Sale of the Shares with Warrants and the
Preemptive Subscription Rights may be subject to specific
regulations in some countries. No action has been taken to place
the Shares with Warrants or the Preemptive Subscription Rights in
any country, in any way whatsoever.
Guarantee
The Capital Increase will not be the subject of
a performance guarantee (garantie de bonne fin) within the
meaning of Article L. 225-145 of the French Commercial Code.
Consequently, trading in the security will begin only after
settlement and after the registrar’s certificate has been
issued.
Subscription commitment
In letters signed 21 October 2024, Egide
received the following commitments:
-
From iXCore Group, an entity affiliated to Mr.
Hervé Arditty, a commitment to subscribe on a non-reducible basis
and, as the case may be, on a reducible basis and/or on a free
basis, to 2,900,000 Shares with Warrants, for an amount of
€1,450,000, representing 80% of the Capital Increase. The
subscription of iXCore Group will be paid up (a) up to an amount of
€750,000, by way of set-off with the shareholder’s current account
granted and paid to the Company on 19 September 2024 and (b) up to
an amount of €700,000 (i.e. a maximum of 1,400,000 Shares with
Warrants), in cash; and
-
From SOGEFIP, a company affiliated to Mr.
Michel Faure, a commitment to subscribe on a
non-reducible basis and, as the case may be, on a reducible basis
and/or on a free basis, to 100,000 Shares with Warrants, for an
amount of €50.000, i.e. 3% of the issue. The subscription of
SOGEFIP will be paid up by way of set-off with the €50,000 debt
owed by the Company to SOGEFIP under the consultancy agreement
dated 20 July 2023.
These subscription commitments represent
approximately 83% of the planned Capital Increase, thus
guaranteeing that the transaction will be completed.
It is specified that the subscription commitment
received from SOGEFIP was the subject of a special approval by the
Board of Directors (under the related-party agreements procedure)
for which Mr. Michel Faure did not take part in the vote.
Assuming that the undertakings described above
are honored in full, iXCore Group would hold approximately 21.54%
of the Company's share capital and voting rights on the date of
securities settlement of the issue, and Mr. Michel Faure would hold
approximately 0.52% of the Company's share capital and voting
rights on the date of settlement/delivery of the issue. If all
their warrants were exercised, iXCore Group would hold
approximately 26.44% of the Company's capital and voting rights and
Michel Faure would hold approximately 0.71% of the Company's
capital and voting rights.
The Company does not know the other
shareholders’ intentions.
Securities settlement of the Shares with
Warrants
According to the indicative timetable of the
Capital Increase, the settlement date for the Shares with Warrants
is scheduled to be 13 November 2024.
Characteristics of the New
Shares
Entitlement to
dividends: The New Shares, which will be subject to
all the provisions of the Articles of Association, will bear
current dividend rights and be fungible with the Company’s existing
shares from the time they are issued. According to the indicative
timetable of the Capital Increase, it is anticipated that the New
Shares will be registered in securities accounts on the settlement
date. i.e. 13 November 2024.
Currency of issue of the New
Shares: The New Shares will be issued in Euros.
Listing of the New Shares: An
application will be made for the New Shares to be admitted to
trading on the Euronext Growth market in Paris, on 13 November
2024. Nevertheless, they will only be able to be listed after the
depositary has issued the certificate of deposit. They will be
immediately fungible with the Company’s existing shares already
traded on the Euronext Growth market in Paris and will be tradable,
from that date, on the same listing line as those shares under the
same ISIN FR0000072373 – Mnemo ALGID.
Detachment of the Warrants: The
Warrants will be detached from the New Shares as soon as the Shares
with Warrants are issued, on 13 November 2024.
Characteristics of the
Warrants
Listing of the Warrants:
Application will be made for the Warrants to be admitted to trading
on the Euronext Growth Paris market. They are expected to be listed
from 13 November 2024 to 13 May 2026, under ISIN code
FR001400TAW3.
Warrants exercise period:
Holders of Warrants will be able to exercise them and thus obtain
ordinary shares in the Company from 13 November 2024 to 13 May 2026
inclusive.
Any warrants that have not been exercised by
midnight on 13 May 2026 at the latest will automatically lapse and
become worthless.
Exercise parity of the
Warrants: Two (2) Warrants will give the right to
subscribe for one (1) Additional Share in the Company with a par
value of €0.5.
Exercise of all the Warrants issued will give
rise to the creation of 1,806,596 new shares, representing
approximately 8.3% of the Company's share capital after issue of
the New Shares and the Additional Shares, i.e. a maximum nominal
amount of capital increase of €903,298.
Warrants exercise price: €0.65
per Warrant, i.e. a premium of 23% over the subscription price of
the Shares with Warrants.
The subscription price of the Additional Shares
issued on exercise of the warrants must be paid in full, at the
time of exercise of the warrants, in cash, including, where
applicable, by offsetting against liquid and due claims on the
Company under the conditions provided for by law.
Gross proceeds if all the Warrants are
exercised: If all the Warrants are exercised on the basis
of a 100% issue of Shares with Warrants, the gross proceeds from
the exercise of the Warrants would be €1,174,287, i.e. a capital
increase of a nominal amount of €903,298, together with a share
premium of up to €270,989.
Date of entitlement to dividends of the
Additional Shares issued upon exercise of the Warrants:
The Additional Shares issued upon exercise of the Warrants will be
assimilated to existing shares as from their creation and will give
entitlement to the full amount of any dividend distribution decided
as from that date (current entitlement to dividends). The
Additional Shares will be admitted to trading on Euronext Growth
Paris.
DILUTION
Impact of the issue on net assets per
share
Net assets per share (in Euros) |
Non-diluted basis* |
Diluted basis** |
Before issue of the Shares with Warrants under this Capital
Increase |
0.719 € |
0.720 € |
After issue of 3,613,192 New Shares under this Capital
Increase |
0.680 € |
0.681 € |
After issue of 1,806,596 Additional Shares resulting from the
exercise of all the Warrants |
0.665 € |
0.673 € |
*: Based on net assets of k€11,698 on 30/06/2024 |
|
**:
On 21 October 2024 there are 220,000 stock options in
circulation. |
Impact of the issue on a shareholder’s
position
Shareholder’s holding (in %) |
Non-diluted basis* |
Diluted basis** |
Before issue of the Shares with Warrants under this Capital
Increase |
1.000 % |
0.987 % |
After issue of 3,613,192 New Shares under this Capital
Increase |
0.818 % |
0.809 % |
After issue of 1,806,596 Additional Shares resulting from the
exercise of all the Warrants |
0.750 % |
0.742 % |
*: Based on 16,259,364 shares at 21 October 2024 |
**: On 21 October 2024, there were 220,000 stock options in
circulation. |
Terms and conditions of
subscription
You have Preemptive Subscription Rights attached
to your Egide SA shares giving you a preferential right to
subscribe to the new shares at the rate of two (2) Shares with
Warrants for nine (9) Preemptive Subscription Rights (1 existing
share giving entitlement to 1 Preemptive Subscription Right).
-
Either you have an exact and sufficient number of existing shares
to be able to subscribe through your Preemptive Subscription Rights
to a whole number of Shares with Warrants (for example, if you have
nine (9) Egide shares, you will have a preferential right to
subscribe to two (2) Shares with Warrants).
-
Or you do not have a sufficient number of existing shares to obtain
a whole number of Shares with Warrants, in which case you can
purchase or sell a number of Preemptive Subscription Rights that
will result in your holding a multiple enabling you to acquire a
whole number of Shares with Warrants (two (2) Shares with Warrants
for nine (9) Preemptive Subscription Rights).
You may also, in addition to your subscriptions
made using your Preemptive Subscription Rights, subscribe on a
non-preemptive basis by 6 November 2024 (although your subscription
will be taken into account only if the transaction has not already
been fully subscribed by holders of Preemptive Subscription
Rights.
Each subscription must be accompanied by payment
of the subscription price.
Indicative timetable of the
transaction
21 Oct.
2024 |
Board of Directors’ decision concerning implementation of the
transaction and the final terms and conditions thereof. |
22 Oct.
2024 |
Issue of the Company’s press release describing the principal
features of the main characteristics of the Shares with
Warrants.
Issue by Euronext of the notice concerning the offering announcing
the listing of the preemptive subscription rights.
|
23 Oct.
2024 |
Publication of the notice to shareholders in the Bulletin des
Annonces Légales et Obligatoires (BALO) (French bulletin of
compulsory legal notices). |
24 Oct.
2024 |
Accounting day at the end of which holders of existing shares
recorded in their accounts will be allotted preemptive subscription
rights. |
25 Oct.
2024 |
Admission and opening of the preemptive subscription rights trading
period on the Euronext Growth market. |
29 Oct.
2024 |
Opening of the subscription period |
4 Nov.
2024 |
End of the preemptive subscription rights trading period on the
Euronext Growth market. |
5 Nov.
2024 |
Close of the subscription period |
11 Nov.
2024 |
Issue of the Company’s press release on the results of the
subscriptions.
Issue by Euronext Paris of the notice of admission of the ABSA
indicating the final amount of the capital increase and the
allocation scale for subscriptions to excess New Shares. |
13 Nov.
2024 |
Settlement of the transaction and admission of the New Shares and
Warrants for trading on Euronext Growth. |
13 May 2026 |
Deadline for exercising Warrants |
Warning
Pursuant to Article L. 411-2-1 1° of the
French Monetary and Financial Code and Article 211-2 of the General
Regulation of the Autorité des Marchés
Financiers (“AMF”) (the French financial
markets authority), the Capital Increase does not require a
prospectus approved by the AMF because the total amount of the
offering calculated over a period of twelve months does not exceed
8 million Euros.
A notice to shareholders concerning this
transaction will be published on 23 October 2024 in the
Bulletin des Annonces Légales et Obligatoires (BALO).
Risk factors
The principal risk factors associated with the
issue are mentioned below:
-
the market for the preemptive subscription rights could offer only
limited liquidity and be highly volatile;
-
shareholders who do not exercise their preemptive subscription
rights will see their shareholding in the Company’s capital
diluted;
-
the market price of the Company’s shares could fluctuate and fall
below the issue price of the shares to be issued under the
preemptive subscription rights;
-
the volatility and liquidity of the Company’s shares could
fluctuate significantly;
-
if the market price of the Company’s shares falls, the preemptive
subscription rights could suffer a loss in value.
Before investors take any investment decision,
they are invited to consider the risk factors described in the 2023
Annual Financial Report available on Egide’s website
(www.Egide-group.com) in the section “Finance – Financial
Information”.
- Egide-2024-HY-results-PR-102224-EN
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