Delta Drone reinforces its financial resources
Delta Drone reinforces its financial
resourcesSignature of a €1M convertible-bonds
contract with OTT Ventures
Dardilly, 11 May 2020
Preamble: Risks in connection with the
bond issue and impact of the transaction in terms of managing
liquidity and timing risks
In view of a cash position of €2.5M at
the beginning of May 2020 after payment of most of current debts,
setting up new financing in addition to the €10M contract for ORNAN
with warrants announced 7 April 2020, would make it possible to
have a minimum cash position of €12.5M, which would cover the
Company’s financing needs for several years.
This analysis takes into account both the
current situation and the implementation of the 2020-2021 plan in
the event that the Company were unable to generate income from
payments due, subject to the terms of the agreement (see
below).
CONTEXT FOR THE TRANSACTION
The first priority is now to finance
organic growth, thanks to the commercial success of professional
solutions
As stated in the press release dated 7 April
2020, “this transaction (i.e., the €10 million ORNAN contract
signed with Yorkville Advisors ) therefore presents itself as a
significant and likely decisive safety net for navigating the
still-unknown effects of the current health crisis.”
The issue of convertible bonds was undertaken
with this in mind and in view of the Group’s low market
capitalization. The choice was therefore made to set up an
additional source of funding to help implement the 2020 – 2021
plan.
LEGAL FRAMEWORK FOR THE ISSUING OF
CONVERTIBLE BONDS
Pursuant to a decision dated 28 April 2020 in
accordance with the power granted by the Extraordinary General
Meeting of 24 April 2020 upon approval of the fifth resolution, the
Company’s Board of Directors approved, on principle, the issuance
of €1M in Convertible Bonds, granting the Chairman and CEO of the
company the power to sign such a contract. On 11 May 2020, the
Chairman and CEO signed a €1M Convertible-Bonds contract with OTT
Ventures.
Main characteristics of the Convertible
Bonds
The Convertibles Bonds (the
“CB”) shall be issued in 10 Tranches of 10 CB
each. The total par value of each Tranche shall therefore be equal
to €100 000.The CB have a par value of 10 000 euros each and
are subscribed at 90% of par.
The CB have a maturity of 36 months from their
date of issuance. Upon expiration, the CB that have not been
converted shall be redeemed by the Company at par (plus accrued
interest, if any). The CB bear 6% annual interest.
At its discretion, the Investor may convert all
or any of the CB into new shares (a “Conversion”).
Upon a Conversion, the Company shall issue to the Investor the
corresponding number of new shares (as described below).
The conversion of a tranche of CBs with a nominal value of
100,000 euros will result in the issuance of 4,504,504 new shares,
representing a subscription price per share of 0.0222 euros (i.e.
65% of the average daily prices weighted by the share volumes
during the last 5 trading days preceding the date of signature of
the contract).
New shares resulting from the Conversion
of CB
The new shares issued upon Conversion of the CB
shall be admitted to trading on Euronext Growth as from their
issuance, will carry immediate and current dividend rights, and
will be fully assimilated to and fungible with the existing
shares.
The Company shall update a summary table on its
website showing the CB and number of shares outstanding.
Main risks concerning the
Company
Shareholders are welcome to acquaint themselves
with the main risk factors set forth in the Management Report
available on the Company’s website under the heading “Investors,”
in the “Shareholders” section, as well as the risk factors set
forth in this press release.
Risks in connection with the COVID-19
health crisis
It is still too early to assess accurately the
impact of the COVID-19 health crisis. Nevertheless, the suspension
of various assignments could affect the activity level of the first
quarter and even the first six months of the current financial
year, although it is not possible to evaluate the financial
consequences at this time as it is still impossible to predict how
long the health crisis will last.
It should be noted that, in almost all the
countries in which the Group has subsidiaries, strict stay-at-home
measures have been ordered by the authorities. The main internal
measures are to have employees work from home, coupled with taking
some paid vacation. To much a lesser extent, partial unemployment
has been applied in the cases where no work can be done due to the
nature of the jobs in question (this concerns about thirty people
within the entire Group worldwide). Some sick leave has also been
recorded, generally falling under child-care.
Theoretical impact of the issuance of
the CB (based on the Market Price of the Company’s share on 8 May
2020, i.e., 0.0342 euro)
For reference, the impact of the new shares upon
Conversion of the CB would be as follows:
·Impact of the issuance on the consolidated net
assets per share (based on the shareholders’ equity as at 31
December 2020, i.e., €15.3M and the number of shares making up the
Company’s share capital as at 8 May 2020, i.e., 445 435 990
shares)
|
Consolidated net assets per share (non-diluted basis) |
Consolidated net assets per share (fully diluted basis) (a) |
Before issuance |
€0.0448 |
€0.0439 |
After issuance of 45 045 045 new shares upon conversion of 100
CB |
€0.0423 |
€0.0428 |
·Impact of the issuance on the situation of a shareholder owning 1%
of the Company’s capital, based on the number of shares making up
the Company’s share capital as at 8 May 2020, i.e., 445 435 990
shares)
|
Shareholder investment (%) – non-diluted basis |
Shareholder investment (%) – fully diluted basis (a) |
Before issuance |
1.00% |
0.42% |
After issuance of 45 045 045 new shares upon conversion of 100
CB |
0.91% |
0.40% |
Notice
This transaction does not require or include a
prospectus approved by the AMF (French Financial Markets
Authority).
About Delta Drone: The Delta
Drone Group is a recognized international player in the field of
civilian drones for professional use. It develops a range of
professional solutions based on drone technology as well as all
related services, thus providing a full value chain.Delta Drone is
listed on Euronext Growth Paris – ISIN code: FR0011522168Also
listed on Euronext Growth: 33 443 695 BSA Y – ISIN code:
FR0013400991
www.deltadrone.com
Investor-relations
contact:
Press contact:
|
|
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Jérôme
Gacoin |
Louise Caetano |
+33 1 75
77 54 65 |
+33 1 55 02 15 13 |
jgacoin@aelium.fr |
l.caetano@open2europe.com Sarah Ousahla+33 1 55 02 15
31s.ousahla@open2europe.com |