This press release does not constitute or form part of an offer or invitation to buy or sell securities in the United States or any other country.
- Total amount subscribed: €17.5 million and 1.6 times the initial offer
- Extension clause exercised in full
- Settlement – delivery and listing for trading: 23 October 2017
Libourne – 20 October 2017 – Fermentalg (Euronext – FALG), a French leader in microalgae for nutrition and health, has announced on October 19, 2017, the success of its capital increase with preferential subscription rights maintained.
The increase will give the company the additional means to finance its development, notably regarding the partnership signed with DIC Corporation, in natural food colorings, nutrition & health.
Philippe Lavielle, Chairman and ceo of Fermentalg, said: "I would like to thank all of our shareholders, both old and new, for the support and continued faith they have shown in taking part in this capital increase. Combined with the bond issue which will be subscribed by DIC Corporation by 30 November 2017 at the latest, the operation will give us the financial means needed to confidently pursue our strategic roadmap and bring our innovation to the markets."
Key characteristics of the operation
Demand for the capital increase resulted in the issue of 6,997,715 new shares at a unit price of €2.50, i.e. an oversubscription of 159% on the initial offering, taking the total amount to €17,494,288.
Irreducible subscriptions resulted in the issue of 4,163,848 shares following the exercise of 94.71% of preferential subscription rights. Reducible subscriptions resulted in the issue of 2,833,867 shares.
The decision by Fermentalg to exercise the extension clause in full resulted in the issue of 5,055,616 new shares and an increase of €12,639,040. Accordingly, reducible subscriptions will only be allocated in part for 891,768 shares.
Following settlement-delivery on 23 October 2017, Fermentalg's capital will be MADE up of 17,145,135 shares. A request will be submitted to admit the new shares for trading for new shares on Euronext Paris on the same day and on the same line as existing shares (isin code: FR0011271600 - Ticker: FALG).
Following the capital increase, Fermentalg's shareholder structure will break down as follows:
|Before capital increase||After capital increase|
|Reductible & unreductible subscriptions (nb of shares)||Shares||% Capital||
The stake of a shareholder who held 1.00% of the capital of the company prior to the increase but who did not subscribe to the operation is now reduced to 0.71%.
Publication of the Prospectus
The Prospectus linked to the capital increase was approved by the French markets authority, the AMF, under No. 17-515 on 27 September 2017. It consists of the 2016 registration document registered with the AMF under No. R.17-051 on 29 June 2017, and a securities note ("note d'opération") which includes a summary of the Prospectus. The documents are available free of charge and on simple request addressed to 4 rue Rivière in Libourne (33500), as well as on the Group website (www.fermentalg.com) and the AMF website (www.amf-france.org).
As well as the risks described in chapter 4 of the registration document, the investor's attention is also drawn to the risk factors associated with the offering presented in chapter 2 of the securities note.
Fermentalg is a French leader in microalgae. Based in Libourne (Nouvelle Aquitaine), the company produces oils, pigments and proteins through the bio-industrial exploitation of microalgae. Its primary markets are the human nutrition and animal feed sectors as well as the health industry. Fermentalg shares are listed on Euronext in Paris (FR0011271600 - FALG). For more information, visit the Fermentalg website at: www.fermentalg.com
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Tel: +33 (0)1 53 67 36 90
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No documents or information regarding this operation or Fermentalg S.A. may be disseminated to the public in any country in which registration or approval is required. No procedures have been undertaken (or will be undertaken) in any country in which such procedures would be required (other than France). The issue, subscription or purchase of Fermentalg S.A. shares or preferential subscription rights may be subject to specific legal or regulatory restrictions in certain countries. Fermentalg S.A. is not liable for violations of these restrictions by any persons.
This press release is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003 as amended, notably by Directive 2010/73/EU insofar as this Directive has been transposed by each member state of the European Economic Area (the "Directive Prospectus").
With respect to member states of the European Economic Area other than France that have transposed the Prospectus Directive, (the "concerned member state"), no action has been taken or will be taken to offer securities that would require the publication of a prospectus in any member state other than France. Accordingly, new shares in Fermentalg S.A. may not and will not be offered in any concerned member state other than France except (a) to qualified investors as defined in the Prospectus Directive; or (b) in other cases where Fermentalg S.A. is not required to publish a prospectus under Article 3(2) of the Prospectus Directive.
The dissemination of this press release has neither been carried out nor approved by an authorized person within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a result, it is addressed to and intended solely for (i) persons located outside the United Kingdom; (ii) investment services professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended and hereinafter the "Order"); or (iii) firms with substantial equity ("high net worth entities") or any other persons to whom it may be addressed in accordance with Articles 49.2 (a) to (d) of the Financial Promotion Order (the persons mentioned in paragraphs (i), (ii), and (iii) collectively being designated as "Qualified Persons"). The shares are intended solely for Qualified Persons and any invitation, offer or agreement concerning the subscription, purchase or acquisition of shares can only be addressed or entered into with Qualified Persons. Any person who is not a Qualified Person must refrain from using or relying on this press release and the information contained herein. This press release does not constitute a prospectus that has been approved by the Financial Services Authority or any other UK regulatory authority within the meaning of Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute an offer to sell securities or a solicitation to purchase or subscribe for securities in the United States or any other country. Securities may only be offered, subscribed to or sold in the United States where they have been registered within the meaning of the revised U.S. Securities Act of 1933 (the "U.S. Securities Act") or where they are exempt from registration, or as part of an operation that does not require registration. Fermentalg S.A. securities have not been and will not be registered in accordance with the U.S. Securities Act, and Fermentalg S.A. does not intend to initiate a public offering of its securities in the United States.
The dissemination of this press release may constitute a violation of applicable laws in certain countries.
The information contained herein does not constitute an offer of securities in the United States, Canada, Australia or Japan.
 See press release of 11 September 2017: Fermentalg joins forces with Japanese firm DIC to develop a new generation of natural food colorings