Delta Drone secures additional funds to finance the acceleration of
growth
Delta Drone secures additional funds
to finance the acceleration of growth
Signature of an agreement for
ORNAN with BSA attached representing €25M
with Yorkville Advisors
Dardilly, 14 October 2020 at 6PM
Preamble: Risks in connection with the
issuance and impact of the transaction in terms of liquidity and
timing risks management
Considering a cash position of €3.4M as
of 9 October 2020, the current Yorkville Advisors financing (see
press release dated 8 April 2020) of which €5M remain available and
the setup of a new financing via tranche warrants that, upon
exercise, will result in the issuance of ORNAN with BSA attached,
would allow the Company to have a cash position of more than
€35M.
This analysis takes into account both the
current situation and the implementation of the 2020-2021 plan in
the event that the Company would be unable to generate income from
payments due, subject to the terms of the agreement (see
below).
CONTEXT FOR THE TRANSACTION
2020 First Half results are in line with
the 2020-2021 plan
The sharp reduction in operating losses
(restated EBITDA, operating income before depreciation and
provisions) observed at the end of the first half of the year is in
line with the ambitions of the 2020 - 2021 plan, which aims at
achieving three main objectives: a consolidated turnover of €30M, a
positive operating profitability of 10% and 30% of the activity
carried out outside France.
In this context, and while the operation of the
Group within its current scope hardly requires the provision of
external financing, Delta Drone nevertheless wishes to have
additional potential financial resources to seize any opportunity
that may arise, whether for external growth operations or the
acceleration of growth investments.
For information, these additional resources will
mainly be mobilized to finance operations outside the scope of
existing activities to date. Existing activities could benefit, if
necessary, from the support of OTT Ventures, Delta Drone's
reference shareholder, through more traditional financing.
Two first strategic ways to accelerate
the rhythm of expansion
As announced in the press releases dated April
8, 2020 and September 7, 2020, the Group is actively involved in
various drone delivery projects, integrating not only transport
solutions but also the necessary infrastructure as well as safety
aspects. The scope of these projects is international and will
require significant financial resources.
The very recent announcement of the creation of
Delta Drone International Ltd in Australia (press release dated
October 13, 2020) could mean new opportunities for the Group.
Thanks to the capital increase announced and planned as part of the
transaction, the Australian subsidiary and its South African
component will be able to self-finance their organic
development.
Nevertheless, due to its status as a listed
company on the ASX Sydney Stock Exchange, Delta Drone International
Ltd could quickly become a pole of attraction for various players
in the sector in the Southern Hemisphere, in search of financial
resources and backing.
LEGAL FRAMEWORK FOR THE ISSUANCE OF
ORNAN WITH BSA ATTACHEDIn accordance with the delegation
of authority conferred on the Board of Directors by the
Extraordinary General Meeting of Shareholders of Delta Drone (the
“Company”) on April 24, 2020 pursuant to its 6th
resolution, the Board of Directors, on October 14, 2020:
- approved the principle of issuing 2,500 tranche warrants (the
“Tranche Warrants”) which will
give access to, upon exercise, the issuance of 2,500 bonds
redeemable in cash and/or in new shares (the
“ORNAN”) with share subscription warrants attached
(the “BSA”), to the benefit of the investment fund
YA II PN, LTD (the “Investor”), a fund managed by
the American management company Yorkville Advisors, representing a
financing of a total nominal amount of up to €25M, and
- delegated to the Chief Executive Officer the power to decide on
the launch of this operation, its final terms, to issue the Tranche
Warrants, the ORNAN with BSA attached and the underlying
shares.
Main characteristics of the Tranche
Warrants, ORNAN and BSA
The main characteristics of the Tranche
Warrants, ORNAN and BSA (the terms and conditions of which are
available in detail on the Company’s website, under the Investors
tab) are as follows:
Main characteristics of the Tranche
Warrants
The Tranche Warrants require their holder, at
the Company’s request and subject to satisfying certain conditions1
(a “Request”), to subscribe for ORNAN with BSA
attached, i.e., one ORNAN for each Tranche Warrant exercised, at a
subscription price set at 96% of the par value of an ORNAN. Each
exercise date of a Tranche Warrant is a “Tranche Warrant
Exercise Date.”
The Tranche Warrants shall become null and void
36 months after their issuance date, or following the date on which
the Company shares are no longer traded on the Euronext Growth
market or any other organized or regulated market.
The Tranche Warrants are freely transferable to
any other fund managed by Yorkville Advisors but cannot be
transferred to a third party without the Company’s prior approval.
They shall not be admitted to trading on a financial market and
therefore shall not be listed.Main characteristics of the
ORNAN
The ORNAN shall be issued in 25 tranches of 100
ORNAN each. The total nominal amount of each tranche shall
therefore be equal to €1M, it being specified that the amount of
each tranche may be increased or decreased by mutual agreement
between the Investor and the Company.
The ORNAN have a par value of 10,000 euros each
and are subscribed at 96% of par.
The ORNAN have a maturity of 12 months from
their date of issuance. Upon expiry or in case of an event of
default2, the ORNAN that have not been converted shall be redeemed
by the Company at par (plus accrued interest, if any). The ORNAN do
not bear interest (except in the case of an event of default).
At his discretion, the Investor may convert all
or any of the ORNAN into new shares (a
“Conversion”). Upon Conversion, the Company
shall have the right, at its sole discretion, to issue to the
Investor: (1) the corresponding number of new shares (as described
below), or (2) a cash amount (as described below) or (3) a cash
amount and new shares. Upon a Conversion, the Investor shall
determine the number of ORNAN to be converted and the total amount
of the principal and interest (if any) to be converted (the
“Conversion Amount”).
If the Company chooses to remit new shares to be
issued, the number of shares to be remitted to the Investor on the
Conversion date shall be equal to:
N = Vn / P
“N”: Number of new shares to be issued;“Vn”: the
Conversion Amount corresponding to the bond claim represented by
the ORNAN (par value of one ORNAN, plus accrued interest, if
any)“P”: conversion price (the “Conversion Price”)
corresponding to 96% of the Market Price (as defined below). The
Conversion Price shall be determined (i) to two decimal points and
rounded off to the nearest hundredth of a cent if the Conversion
Price is greater than or equal to 0.10 euro, (ii) to three decimal
points and rounded off to the nearest thousandth of a cent if the
Conversion Price is between 0.01 euro and 0.10 euro, and (iii) to
four decimal points and rounded off to the nearest ten-thousandth
of a cent if the Conversion Price is less than 0.01 euro.
If the Company chooses to remit a cash amount,
such amount shall be equal to:
M = (Vn / P) * C
“M”: cash amount payable to the ORNAN
holder;“Vn”: bond claim that the ORNAN represents (par value of an
ORNAN, plus accrued interest, if any);“P”: 96% of the Market
Price;“C”: daily volume-weighted average price of the Company’s
share on the Conversion Date;
The Market Price (“Market
Price”) shall be the lowest daily volume-weighted average
price of the Company’s share over the ten (10) consecutive trading
days immediately preceding the applicable date (the
“Pricing Period”). It is specified that when the
Conversion Price or Strike Price are determined on the Reset Date,
the Pricing Period does not include the days on which the Investor
sold Company shares on the market.
The ORNAN are freely transferable to any other
fund managed by Yorkville Advisors but cannot be transferred to a
third party without the Company’s prior approval. They shall not be
the subject of a request for admission to trading on a financial
market and therefore shall not be listed.
Main characteristics of the
BSA
Each of the twenty-five tranches of ORNAN shall
be issued with a number of BSA equal to 50% of the par value of the
ORNAN of the tranche at stake, divided by the Strike Price for the
BSA (the “Strike Price”). The BSA shall
immediately be detached from the ORNAN, and each BSA shall give its
holder the right to subscribe for one (1) new share in the Company,
subject to possible adjustments.
The Strike Price of the BSA attached to the
ORNAN of each tranche shall be equal to 110% of the Market Price on
the date of the Request in question. The Strike Price of the BSA in
question shall be determined (i) to two decimal points and rounded
off to the nearest hundredth of a cent if the Conversion Price is
greater than or equal to 0.10 euro, (ii) to three decimal points
and rounded off to the nearest thousandth of a cent if the
Conversion Price is between 0.01 euro and 0.10 euro, and (iii) to
four decimal points and rounded off to the nearest ten-thousandth
of a cent if the Conversion Price is less than 0.01 euro.
On the anniversary date set for the 12th month
following the respective issuance dates of the BSA (“Reset
Date”), the BSA Strike Price shall be adjusted and shall
be equal to the lowest of either (i) 110% of the Market Price on
the trading day immediately preceding the Reset Date and (ii) the
actual Strike Price before the Reset Date.
The BSA shall be exercisable in new shares for a
period of 4 years from their respective issuance dates.
The BSA are freely transferable to any other
fund managed by Yorkville Advisors but cannot be transferred to a
third party without the Company’s prior approval. They shall not be
the subject of a request for admission to trading on a financial
market and therefore shall not be listed.
New shares resulting from the Conversion
of ORNAN or the exercise of BSA
The new shares issued upon Conversion of the
ORNAN and/or exercise of BSA 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 Tranche Warrants, ORNAN, BSA 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 as it is still impossible to
predict how long the health crisis will last.
Nevertheless, as for the Delta Drone Group’s
internal organization, measures were taken pursuant to the
implementation of strict internal procedures several months ago.
Indeed, a Continued Activity Plan, a Group IT charter and a
monitoring unit in case of a crisis, organized by the Group’s
Security Manager, made it possible to adopt suitable measures very
early on to cope as well as prepare to the current context.
Simultaneously, the Group has taken care to not
systematically or completely defer most of its financial
commitments (suppliers, service providers, agencies and
administrations), so as to avoid, at the end of the crisis, a glut
of accumulated expenses to be paid. To not compromise the Group’s
future and to guarantee its financial capacity, measures were also
implemented so as to have the necessary financial resources to
ensure continued operations.
Finally, 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 ORNAN with BSA attached (based on the Market Price of the
Company’s share on 13 October 2020, i.e., 0.0264 euro)
For reference, assuming the Company decides to
remit only new shares upon Conversion of the ORNAN, the impact of
the issuance of the ORNAN with BSA attached would be as
follows:
·Impact of the issuance on the consolidated net
assets per share (based on the shareholders’ equity as at 30 June
2020, i.e., €21,477,326and the number of shares making up the
Company’s share capital as at 13 October 2020, i.e., 686,339,171
shares)
|
Consolidated net assets per share (non-diluted basis) |
Consolidated net assets per share (fully diluted basis) (a) |
Before issuance |
€ 0,0313 |
€ 0,0300 |
After issuance of 1,000,000,000 new shares upon conversion of 2,500
ORNAN |
€ 0,0264 |
€ 0,0269 |
After issuance of 1,000,000,000 new shares upon conversion of 2,500
ORNAN and issuance of 431,034,483 new shares resulting from the
exercise of 431,034,483 BSA |
€ 0,0269 |
€ 0,0273 |
(a)
assuming the exercise/conversion of all the dilutive instruments
existing to date that could result in the creation of a theoretical
maximum of 622,309,355new shares.
·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 13 October
2020, i.e., 686,339,171 shares)
|
Shareholder investment (%) – non-diluted basis |
Shareholder investment (%) – fully diluted basis (a) |
Before issuance |
1.00% |
0.52% |
After issuance of 1,000,000,000 new shares upon conversion of 2,500
ORNAN |
0.41% |
0.30% |
After issuance of 1,000,000,000 new shares upon conversion of 2,500
ORNAN and issuance of 431,034,483 new shares resulting from the
exercise of 431,034,483 BSA |
0.32% |
0.25% |
(a)
assuming the exercise/conversion of all the dilutive instruments
existing to date that could result in the creation of a theoretical
maximum of 622,309,355 new shares.
The Company specifies that, upon a Conversion of
the ORNAN, it shall have the right to remit a cash amount instead
of new shares in order to limit dilution for its shareholders.
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 BSA Y – ISIN code: FR0013400991
www.deltadrone.com
Investor-relations
contact:
Press contact:
AELIUM |
OPEN2EUROPE |
|
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 |
1 The following conditions must be met on the
day the Request shall be sent and on the day the Tranche Warrants
shall be exercised:
- no material adverse change occurred;
- the closing price and the daily average volume-weighted price
over the five preceding trading days is greater than or equal to
0.005 euro (subject to adjustment due to a reverse stock split or
stock split);
- the daily average value of the shares traded during the ten
trading days prior to the financing of the tranche in question is
greater than or equal to 40 000 euros;
- no event of default or event that could constitute a case of
default is occurring and has not been resolved;
- the Company’s shares have not been suspended from being listed
on the stock market (other than an intraday suspension brought
about by Euronext) at any time during the preceding 90 days;
- the Company has a number of authorized and available shares
equal to at least (i) twice the number of shares to be issued upon
conversion of the ORNAN to be issued, plus, as the case may be, the
number of shares to be issued upon conversion of the ORNAN still in
circulation (based on the conversion price applicable on the date
of the Request) and (ii) the number of shares to be issued upon
exercise of the BSA to be issued, plus, as the case may be, the
number of shares to be issued upon exercise of the BSA still in
circulation.
2 Events of default include, in particular,
without this list being exhaustive, (i) the failure to reimburse
ORNAN upon maturity, (ii) the failure to issue Tranche Warrants,
ORNAN and BSA, (iii) the failure to abide by the provisions of the
issuance agreement, (iv) the failure to abide by the covenants, (v)
the impossibility to convert ORNAN into new shares to be issued,
(vi) delisting from the stock market or suspension of the listing
of the Company’s shares (other than an intraday suspension brought
about by Euronext), (vi) a change in control, (vii) the failure to
deliver shares upon Conversion of ORNAN and/or exercise of BSA.