Oversubscription of the €30.3 million capital increase
PARIS – August 6, 2018 – Electro Power Systems S.A. (“EPS”) a technology pioneer in energy storage systems and microgrids, listed on the regulated market of Euronext in Paris (EPS:FP), announces the successful completion of its capital increase with shareholders’ preferential subscription rights (the “Rights”) with the subscription period running from July 20, 2018 to July 30, 2018 (the “Rights Issue”).
The final gross proceeds of the transaction amount to €30,321,292.50, corresponding to the issuance of 3,191,715 new shares.
Total demand for this Rights Issue amounted to approximately €48.6 million, i.e. a subscription rate of approximately of 160.3% (or €36.4 million, i.e a subscription rate of 120.2%, excluding Engie reducible order described below):
• 3,104,659 new shares were subscribed on an irreducible basis (“à titre irréductible”), representing approximately 97.3% of the number of new shares to be issued;
• orders subject to reduction (“à titre réductible”) amounted to 2,012,090 new shares and will, as a result, only be partly allocated, in the amount of 87,056 new shares.
ENGIE (through its subsidiary GDF International), which owned 59.89% of the capital and voting rights of EPS at the date of the Prospectus and had irrevocably committed to subscribe on an irreducible basis (“à titre irréductible”) to the Rights Issue for 1,911,552 new shares and on a reducible basis (“à titre réductible”) for 1,280,163 new shares, in order to ensure that subscription to the Rights Issue would reach 100%, has eventually subscribed for a total number of 1,986,796 new shares.
EPS’ share capital, following the Rights Issue, will amount to €2,553,372, represented by 12,766,860 shares with a par value of €0.20 each. ENGIE (through its subsidiary GDF International) will own 60.5% of the capital and voting rights of EPS.
Capital and voting rights following the Rights Issue:
Number of shares % of capital and voting rights
ENGIE (through its subsidiary GDF International) 7,721,453 – 60.50 %
Public and institutional investors 5,045,407 – 39.50 %
Total 12,766,860 – 100 %
The net proceeds of the Rights Issue will be used to reimburse financings coming due in the amount of €12.4 million (including the first tranche of €10 million due under the EIB Loan Reimbursement), with the remainder intended to finance, together with EPS’ cash on hand and bank financing sources, additional working capital needs (in the amount of €11 million over the next twelve months), and in particular the 2020 strategic plan (notably investment in R&D and technology) and complementary activities in relation to the implementation of project development (including implementation of necessary commercial infrastructure).
The settlement-delivery and the listing of the new shares on the regulated market of Euronext in Paris (“Euronext Paris”) are expected to occur on August 8, 2018. The new shares will carry full rights (jouissance courante) and will entitle their holders, from the date of their issuance, to any dividends decided by EPS from this date. They will be immediately fungible with EPS’ existing shares and will be traded on the same listing line under the ISIN code FR0012650166.
EPS has committed to a lock-up period ending 180 calendar days after the date of settlement-delivery of the Rights Issue (subject to certain exceptions).
Société Générale is acting as Global Coordinator and Joint Bookrunner of the Rights Issue. Gilbert Dupont is acting as Joint Bookrunner of the Rights Issue.
Information available to the public
The prospectus, filed with the Autorité des marchés financiers (the “AMF”) under number 18-314 dated July 13, 2018 (the “Prospectus”) consisting of the registration document (the “Registration Document”) of EPS registered with the AMF on July 13, 2018 under number R.18-057 and a securities note (the “Securities Note”), including a summary of the Prospectus, may be obtained free of charge from EPS’ registered office (13, avenue de l’Opéra, 75001 Paris, France) and is also available on EPS’ website (www.electropowersystems.com) and the AMF’s website (www.amf-france.org).
EPS draws investors’ attention to the risk factors described in chapter 4 of the Registration Document as well as in section 2 of the Securities Note.
Half-Year 2018 Results: 27 September 2018