Regulatory News:
THIS PRESS RELEASE MAY NOT BE PUBLISHED,
DISTRIBUTED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION
WHERE THE OFFER OR SALE OF SECURITIES WOULD CONSTITUTE A VIOLATION
OF APPLICABLE LEGAL PROVISIONS
Hoffmann Green Cement Technologies (ISIN : FR0013451044, Ticker:
ALHGR) (« Hoffmann Green Cement » or the « Company
»), an industrial player committed to the decarbonation of the
construction sector that designs and markets innovative
clinker-free cements, announces the completion of a second issuance
of bonds convertible into new shares and/or exchangeable for
existing shares (obligations à option de conversion et/ou d’échange
en actions nouvelles ou existantes - OCEANE) (the “Convertible
Bonds”) subscribed by funds managed by Odyssée Venture1 for a
nominal amount of approximately EUR 5 million. The Convertible
Bonds will expire on 22 May 2029 (the “Maturity Date”)
Julien BLANCHARD and David HOFFMANN, Co-founders of Hoffmann
Green Cement Technologies, say: “Following on from what
we achieved with the Eiffel Investment Group investment fund, we
announce today that we are completing the second phase of this
financing transaction, structured in two tranches, under comparable
conditions. Odyssée Ventures' commitment, an investor specializing
in the financing of French growth companies, enables us to support
our business growth by investing in our production capacity,
R&D and national and international sales offensive. This
financing has been completed on advantageous financial terms for
both the Company and its shareholders. Odyssée Ventures' interest,
following Eiffel Investment Group's, also confirms the
attractiveness of our business model. ”
Aim of the transaction
The aim of the issuance of Convertible Bonds is to provide the
Issuer with additional resources to support the deployment of its
industrial and commercial strategy, with attractive financial terms
and a limited potential dilution. The funds raised will be used
particularly to:
- Strengthen the Group’s production capacity;
- Research and development of innovative solutions;
- Strengthen the commercial team.
Terms and conditions of the
transaction
Main terms of the Convertible Bonds
Nominal value - Interest rate -
Maturity
The issuance represents a nominal amount of EUR 4,999,963.65,
corresponding to the issuance of 407,495 Convertible Bonds with a
nominal value of EUR 12.27 each.
The subscription price of the Convertible Bonds is equal to
their nominal value.
The nominal value of the Convertible Bonds represents a premium
of 20% over the average closing price of Hoffmann Green Cement
shares on the Euronext Growth market over the 60 trading days
preceding their issuance (from 19 February 2024 to 15 May 2024)
(and a premium of 8% over the closing price on 15 May 2024).
The Convertible Bonds shall bear interest from 22 May 2024
(included) at an annual rate of 6%. Interest will be payable
quarterly in arrears on 1 January, 1 April, 1 July and 1 October
each year.
In addition, the Convertible Bonds will entitle their holders,
subject to the absence of conversion of the Convertible Bonds into
shares of the Issuer or their early redemption, to a non-conversion
premium equal to an annual rate of 3%, payable in cash, which will
be capitalized2.
The settlement-delivery of the Bonds will occur on 22 May
2024.
Convertible Bonds will not be admitted to trading on any market
and will not be listed.
Conversion right
Holders of Convertible Bonds will have the right to convert the
Convertible Bonds into shares. Holders of Convertible Bonds may
exercise this right at any time up to the 5th trading day
(excluded) preceding the Maturity Date.
In the event of exercise of the conversion right, holders of
Convertible Bonds will receive new and/or existing shares of the
Issuer, at the Issuer's discretion, it being specified that the
delivery of existing shares of the Issuer may only occur with the
prior written consent of the relevant holder of Convertible
Bonds.
The conversion ratio is one share for one Convertible Bond,
subject to further legal adjustments.
Terms of redemption
Redemption on the Maturity Date
The outstanding Convertible Bonds will be fully redeemed on the
Maturity Date at par plus (i) accrued interest since the last
interest payment date and (ii) the aforementioned non-conversion
premium.
Early redemption of the Convertible Bonds at the Issuer’s
discretion
The Issuer may, at any time, redeem all the outstanding
Convertible Bonds, subject to minimum 30 calendar days' prior
notice, in cash at par plus accrued interest from the last interest
payment date to the date set for the early redemption, provided
that the arithmetic average3 of the products of (i) the volume
weighted average prices of the Issuer's shares observed on Euronext
Growth Paris, and (ii) the applicable conversion ratio, exceeds
120% of the nominal value of the Convertible Bonds.
Early redemption of Convertible Bonds at the holders’
discretion
Holders of Convertible Bonds may, at their discretion, request
the early redemption in cash of all or part of the Convertible
Bonds they own in the event of a change of control of the Issuer or
a delisting or suspension of the listing of Hoffmann Green Cement
shares, at par plus accrued interest from the last interest payment
date to the date set for the early redemption.
Convertible Bonds may also be early redeemed at the discretion
of the holders of Convertible Bonds in the event of the occurrence
of customary events of default, at par plus (i) accrued interest
from the last interest payment date to the date set for the early
redemption and (ii) the aforementioned non-conversion premium.
New Shares
Any new shares resulting from Convertible Bonds will carry
dividend rights from the date of their issuance and will be
entitled to all distributions decided by the Issuer from that date.
They will be listed on the Euronext Growth market under ISIN code
FR0013451044 and will be fully assimilated to the Issuer's existing
shares.
Legal framework of the transaction
The shareholders’ meeting of the Issuer held on 2 June 2023 (the
"General Meeting"), under the terms of its 12th resolution,
in accordance with Article L. 225-138 of the French Commercial
Code, granted the Management Board with a delegation of authority
to issue, on one or more occasions, shares and/or securities giving
access to new shares of the Issuer, without shareholders'
preferential subscription rights for the benefit of a category of
persons such as French or foreign investment companies or
collective investment schemes, investing on a regular basis or
having invested over the past 36 months more than EUR 5 million in
small and mid-caps (i) operating in the construction sector or (ii)
whose activity has as its objective or consequence the reduction of
CO2 emissions.
Following the authorization granted by the Issuer's supervisory
board in its meeting dated 12 February 2024, the Management Board,
using the delegation of authority granted under the 12th resolution
of the General Meeting, decided during its meeting dated 16 May
2024 to issue bonds in the nominal amount of EUR 4,999,963.65,
structured as Convertible Bonds.
Dilution
For illustrative purposes, the maximum dilution would be of
circa 2.6% of the current share capital in case of issuance of new
shares only upon conversion of the Convertible Bonds, taking into
account the conversion of the convertible bonds subscribed by
Eiffel Investment Group on 16 February 2024.
Main risks associated to the
Issuer
The main risks associated to the Issuer have been presented in
the annual financial report 2023 covering the financial year ended
31 December 2023.
The main risks associated with the issuance of Convertible Bonds
are summarized below:
- if the Convertible Bonds are redeemed by way of issuance of new
shares, shareholders’ holding in the Issuer's share capital will be
diluted;
- if the Convertible Bonds are redeemed by way of issuance of new
shares, the volatility and liquidity of the Issuer's shares could
fluctuate significantly;
- the sale on the market of the Issuer's shares delivered to
holders of Convertible Bonds could have an adverse impact on
Hoffmann Green Cement's share price.
Advisors
Portzamparc (BNP Paribas Group) acted as financial advisor to
Hoffmann Green Cement Technologies. Jeantet acted as legal advisor
to Hoffmann Green Cement Technologies.
Disclaimer
The issuance of the Convertible Bonds does not give rise to the
disclosure of a Prospectus submitted to the approval of the French
Autorité des marchés financiers.
This press release may not be released, published or
distributed, directly or indirectly, in or into the United States
of America, Australia, Canada or Japan. This press release and the
information contained herein do not constitute either an offer to
sell or purchase, or the solicitation of an offer to sell or
purchase, securities of Hoffmann Green Cement Technologies (the
“Issuer”).
No communication or information in respect of the offering by
the Issuer of any securities may be distributed to the public in
any jurisdiction where registration or approval is required. No
steps have been taken or will be taken in any jurisdiction where
such steps would be required. The offering or subscription of the
Issuer’s securities may be subject to specific legal or regulatory
restrictions in certain jurisdictions. The Issuer takes any
responsibility for any violation of any such restrictions by any
person.
This press release does not, and shall not, in any
circumstances, constitute a public offering, a sale offer nor an
invitation to the public in connection with any offer. The
distribution of this document may be restricted by law in certain
jurisdictions. Persons into whose possession this document comes
are required to inform themselves about and to observe any such
restrictions.
This announcement is an advertisement and not a prospectus
within the meaning of the Regulation (EU) 2017/1129, as amended
(the “Prospectus Regulation”).
With respect to the Member States of the European Economic Area
(including France) (the “Member States”), no action has been
or will be undertaken to make an offer to the public of the
securities referred to herein requiring a publication of a
prospectus in any Member State. As a result, the securities of the
Issuer may not and will not be offered in any Member State except
in accordance with the exemptions set forth in Article 1(4) of the
Prospectus Regulation, or under any other circumstances which do
not require the publication by the Issuer of a prospectus pursuant
to Article 1 of the Prospectus Regulation and/or to applicable
regulations of that relevant Member State.
For the purposes of the provision above, the expression “offer
to the public” in relation to any shares of the Issuer in any
Member State means the communication in any form and by any means
of sufficient information on the terms of the offer and any
securities to be offered so as to enable an investor to decide to
purchase any securities, as the same may be varied in that Member
State.
This document does not constitute an offer to the public in
France and the securities referred to in this press release can
only be offered or sold in France pursuant to Article L. 411-2, 1°
of the French Monetary and Financial Code (Code monétaire et
financier) to qualified investors (investisseurs qualifiés) acting
for their own account, as defined in Article 2 point (e) of the
Prospectus Regulation. In addition, in accordance with the
authorization granted by the general meeting of the Issuer’s
shareholders dated 2 June 2023, only the persons pertaining to the
categories specified in the 12th resolution of such general meeting
may subscribe to the issuance.
This document may not be distributed, directly or indirectly, in
or into the United States. This document does not constitute an
offer of securities for sale nor the solicitation of an offer to
purchase securities in the United States or any other jurisdiction
where such offer may be restricted. Securities may not be offered
or sold in the United States absent registration under the U.S.
Securities Act of 1933, as amended (the “Securities Act”).
The securities of the Issuer have not been and will not be
registered under the Securities Act, and the Issuer does not intend
to make a public offering of its securities in the United
States.
The distribution of this document (which term shall include any
form of communication) is restricted pursuant to Section 21
(Restrictions on "financial promotion") of Financial Services and
Markets Act 2000 (“FSMA”). This document is only being
distributed to and directed at qualified investors as defined in
Article 2 point (e) of the Prospectus Regulation as it forms part
of the domestic law by virtue of the European Union (Withdrawal)
Act 2018 who (i) are outside the United Kingdom, (ii) have
professional experience in matters relating to investments and who
fall within the definition of investment professionals in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the “Financial Promotion
Order”), (iii) are persons falling within Article 49(2)(a)
to (d) (high net worth companies, unincorporated associations,
etc.) of the Financial Promotion Order or (iv) are persons to whom
this communication may otherwise lawfully be communicated (all such
persons referred to in (i), (ii), (iii) and (iv) above together
being referred to as “Relevant Persons”). This
document must not be acted on or relied on in the United Kingdom by
persons who are not Relevant Persons. Any investment or investment
activity to which this document relates is available only to
Relevant Persons, and will be engaged in only with such persons in
the United Kingdom.
ABOUT HOFFMANN GREEN CEMENT TECHNOLOGIES
Founded in 2014 and based in Bournezeau (Vendée, Western
France), Hoffmann Green Cement Technologies designs, produces and
distributes innovative extremely low-carbon cements – with a carbon
footprint 5 times lower than traditional cement – that present, at
equivalent dosage and with no alteration to the concrete
manufacturing process, superior performances than traditional
cement.
Hoffmann Green operates two production units powered by a solar
tracker park on the Bournezeau site: a 4.0 factory and H2, the
world's first vertical cement plant inaugurated in May 2023. A
third factory will be established at the Grand Port of Dunkirk in
2025, bringing the total production capacity to 550,000 tons per
year, representing 3% of the French market. The group has
industrialized a genuine technological breakthrough based on
modifying cement composition and creating a cold manufacturing
process, with 0% clinker and low energy consumption, making it a
leading and unique player in the cement market that has not evolved
for 200 years.
In a context of climate urgency and energy price inflation,
Hoffmann Green Cement actively participates in energy transition by
producing clean cement that consumes 10 to 15 times less energy
than Portland cement. It also promotes eco-responsible construction
and encourages circular economy and natural resource preservation.
With its unparalleled and constantly evolving technological
expertise, driven by high-performing teams, Hoffmann Green Cement
Technologies serves all markets in the construction sector, both in
France and internationally.
Hoffmann Green was selected among the 2022 promotion of the top
20 French green startups as part of the French Tech Green20
program, led by the French Tech Mission in partnership with the
Ministry of Ecological Transition. In June 2023, the company was
selected for French Tech 2030, a new ambitious support program
operated by the French Tech Mission alongside the General
Secretariat for Investment (SGPI) and Bpifrance.
The company continues its international development with
contract signings in the United Kingdom, Belgium, Switzerland,
Saudi Arabia and recently in the United States.
For further information, please go to:
www.ciments-hoffmann.com/
______________________________ 1 It is specified that
Odyssée Venture is not a shareholder of the Issuer and is not in
any situation of conflict of interest in connection with the
issuance of Convertible Bonds referred to above. 2 For illustrative
purposes, the total amount of the non-conversion premium that would
be due on the Maturity Date if no Convertible Bonds were converted
before that date would be circa EUR 800,000. 3 Calculated over 60
consecutive trading days preceding the publication of the Issuer's
notice to the holders of Convertible Bonds for this early
redemption.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240516767186/en/
Hoffmann Green Jérôme Caron Chief Financial Officer
finances@ciments-hoffmann.fr +33 2 51 460 600
NewCap Investor Relations Thomas Grojean Mathilde Bohin
ciments-hoffmann@newcap.eu +33 1 44 71 94 94
NewCap Financial Media Relations Nicolas Merigeau Antoine
Pacquier ciments-hoffmann@newcap.eu +33 1 44 71 94 98
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