Auplata is currently implementing a financing arrangement through an issuance of ODIRNANE bonds subscribed by the Luxembourg investment fund European High Growth Opportunities Securitization Fund, for a maximum nominal amount of €60 million, subject to full drawdown of the 30 tranches (excluding BSA warrants) over a term of 48 months (of which €48 million are subject to the approval of the General Meeting of shareholders), to finance the completion of the construction of the cyanidation plant in Dieu Merci, the construction of the gold ore cyanide processing plant at the Yaou mine and the acquisition of all or part of Osead Maroc Mining (see press release published on October 30, 2017)
European High Growth Opportunities Securitization Fund has made a commitment to (i) purchase Auplata shares on the securities market for an amount of €0.2 million and (ii) to hold these shares for the entire term of the financing via the ODIRNANE bond issue
Auplata is offering an interest of €4.2 million in its share capital to European High Growth Opportunities Securitization Fund
European High Growth Opportunities Securitization Fund is owned, managed and advised by Blue Ocean Advisors Inc
Auplata (Euronext Growth Paris - FR0010397760 - ALAUP), the largest French gold-production company listed on the stock exchange, has announced that it has entered into a financing agreement with European High Growth Opportunities Securitization Fund in the form of an ODIRNANE bond issue (with BSA warrants attached) representing a debenture loan of up to €60 million (of which €48 million are subject to the approval of the General Meeting of shareholders).Structure of the financing proposed by European High Growth Opportunities Securitization Fund
The novel aspect of this financing is that, in addition to its subscription for ODIRNANE bonds (with BSA warrants attached to the 1st and the 7th tranches), European High Growth Opportunities Securitization Fund has made a commitment to previously purchase a certain number of shares on the securities market for an amount of €200,000 and to hold them until the end of the financing program and, subject to certain exceptions, to also hold the shares issued to it in the scope of a share capital increase of €4,200,000 (the terms and conditions of which are detailed below). Thus, the structure of the financing arrangement supports the long-term interests of all the parties to the arrangement.
Financing of a maximum nominal amount of up to €60 million, subject to full drawdown of the 30 tranches (excluding BSA warrants), by the Luxembourg investment fund European High Growth Opportunities Securitization Fund via an ODIRNANE bond issue, of which €48 million are subject to the approval of the General Meeting of shareholders
Today, Auplata entered into an agreement for the issuance of bonds redeemable in cash and/or new and/or existing shares (“ODIRNANE”) in favor of the Luxembourg investment fund European High Growth Opportunities Securitization Fund (the “Investor”).
In this connection, Auplata will issue to the Investor, on November 21, 2017:
- 400 ODIRNANE bonds of a nominal amount of €5,000 each representing a debenture loan of a total nominal amount of €2,000,000 (corresponding to the first tranche of the total debenture loan) with subscription warrants (“BSA Warrants”) attached; and
- 5 Issuance Warrants for ODIRNANE bonds (the “Issuance Warrants”), each Issuance Warrant giving access to 400 ODIRNANE bonds, potentially representing a total nominal amount of €10,000,000 (corresponding to the five subsequent tranches of ODIRNANE bonds),
pursuant to the 8th resolution of the combined ordinary and extraordinary General Meeting of shareholders of June 21, 2016.
This first bond issue is part of an overall financing arrangement for a total maximum nominal amount of up to €60 million (not including the exercise of the BSA Warrants), with a term of 48 months, via the subscription of 30 tranches of a nominal amount of €2,000,000 each (the “Total Financing”). The issuance of the other 24 tranches of €2,000,000 each is subject to the approval of the General Meeting of shareholders to be held at the latest on December 31, 2017.
The transaction could thus potentially correspond to an equity contribution of up to €91,400,000, of which:
- €56,400,000 correspond to the subscription of all the ODIRNANE bonds (i.e. a subscription price of 94% of the total nominal value of the ODIRNANE bonds being €60,000,000), and
- €35,000,000 correspond to the exercise of the BSA Warrants in their entirety.
This financing with hybrid junior securities may, at the issuer's option, be redeemed in cash and thus become non-dilutive for the shareholders.
Purpose of the financing
The purpose of this new financing arrangement via an ODIRNANE bond issue is (i) to finance the completion of the construction of the cyanidation plant in Dieu Merci, (ii) to finance the construction of the modular gold ore processing plant in compliance with ICPE regulations (applicable to facilities classified due to their environmental impact) at the Yaou mine located near the town of Maripasoula and (iii) to finance the group's external growth and, in particular, the gradual purchase of all or part of the shares of Osead Maroc Mining (OMM).
Characteristics and terms of the financing
The characteristics and terms of the financing are detailed in the appendix.
Structuring fee
Auplata will pay the Investor a structuring fee of 7% of the Total Financing, payable in cash or in shares at Auplata's option, such fee being reduced, if applicable, in proportion to the part of the Total Financing not funded by the Investor.
Didier Tamagno, Aplata's CEO, says: “This financing via an ODIRNANE bond issue will allow Auplata to finance the completion of the construction of the cyanidation plant in Dieu Merci, the construction of the gold ore cyanide processing plant at the Yaou mine and the gradual purchase of all or part of Osead Maroc Mining, which holds a 38.28% interest in the share capital of the Touissit Mining Company (Compagnie Minière de Touissit / CMT), an asset that is historically very profitable and operates a policy of regular and generous dividends for its shareholders. This financing could also allow Auplata to substantially strengthen its position in precious metals through the production of one million ounces of silver, which currently represents more than half of CMT's revenues, and the start-up of the Tighza gold mine in the very near future.”
Pierre Vannineuse, CEO and founder of the Blue Ocean investment group, which manages European High Growth Opportunities Securitization Fund, says: “Blue Ocean is very proud to welcome Auplata to its investment portfolio by financing this acquisition for the company's development. This financing reflects our commitment to support French and European companies in their internal and external growth opportunities. We are fully confident that the management will strengthen the company's value.”
Purchase of Auplata shares on the securities market by the Investor
As from November 7, 2017 and for a period of ten trading days, the Investor will purchase Auplata shares on the securities market (regardless of the share price) for an amount of €200,000 corresponding to approximately 0.97% of Auplata's current share capital (based on the closing price on October 27, 2017). The Investor has made a commitment to hold all the shares thus purchased until the end of the commitment period provided for in the ODIRNANE bond issue agreement.
The Investor will thus become a long-term shareholder of Auplata through the purchase of shares that it has taken the commitment to hold for the entire term of the financing.
Share capital increase reserved to the Investor
A share capital increase of €4.2 million, reserved to European High Growth Opportunities Securitization Fund will be completed on November 30, 2017 at the latest.
In its 8th resolution, the combined ordinary and extraordinary General Meeting of shareholders held on June 21, 2016 delegated authority to the Board of Directors, with the possibility to sub-delegate such authority, to issue ordinary shares and/or securities giving access to the Company's share capital, with a waiver of preferential subscription rights in favor of categories of beneficiaries.
In its meeting held on October 18, 2017, the Board of Directors decided, pursuant to the authority delegated to it by the combined ordinary and extraordinary General Meeting of shareholders of June 21, 2016 (8th resolution), to implement a share capital increase of a nominal amount of €4.2 million via the issuance of 16,800,000 new shares at a unit price of €0.25, with a waiver of preferential subscription rights in favor of the investment fund European High Growth Opportunities Securitization Fund, to be paid up in cash or via an offset of claims. The Board of Directors granted full powers to the Chief Executive Officer to complete the share capital increase.
The Investor will be subject to restrictive transfer rights including the requirement to (i) refrain from exceeding 24% of the daily trading volumes and (ii) hold 90% of the shares subscribed for a period of 25 trading days, being understood that the Investor will be entitled to transfer all its shares to a third party provided that the transferee of the off-market block trade accepts to be bound by the commitment to hold the shares.
The issued new shares will be assimilated to existing shares and admitted to trading on the Paris Euronext Growth market. Following this share capital increase, Auplata's share capital will be of an amount of €24,900,180.75 divided into 99,600,723 shares of €0.25, listed on the Paris Euronext Growth market.
As an indication, an interest of 1% held by a shareholder in the Company's capital prior to the share capital increase will be diluted to 0.83%.
Working capital status
At the date of this press release, Auplata's net consolidated working capital is not sufficient to cover its obligations and requirements in terms of operating cash flow for the next twelve months. The estimated amount necessary to continue business over the next few months and until the start-up of the cyanidation plant in Dieu Merci is €8.5 million. This amount is mainly due to the cash requirements associated with the completion of the construction of the cyanidation plant in Dieu Merci and the related installation work, as well as working capital requirements until the start-up of the plant in Dieu Merci. When production starts in the plant in Dieu Merci, it should generate a cash flow surplus of around €15 million over the first two years of activity and this, combined with the financing obtained, will fund the construction of the Yaou cyanidation plant and the purchase of all the remaining shares of OMM.
Planned schedule for the financing
| October 30, 2017 |
|
| November 7, 2017 | Start of the period open to the Investor for purchasing Auplata shares on the securities market |
| November 20, 2017 | End of the period open to the Investor for purchasing Auplata shares on the securities market |
| November 21, 2017 |
|
| December 31, 2017 at the latest | Extraordinary General Meeting of the Company's shareholders to approve the resolution to issue 24 additional Issuance Warrants to the Investor |
* * *
To facilitate the implementation of the financing via an ODIRNANE bond issue and the completion of the share capital increase, Auplata and Bracknor Fund Ltd have mutually agreed to suspend until December 31, 2017 (i) the conversion of the remaining convertible bonds (OCA) issued in the scope of the 6th tranche on August 31, 2017 and (ii) the potential exercise of the BSA 1 and BSA 2 warrants issued with the six tranches of OCABSA bonds.
* * *
About European High Growth Opportunities Securitization Fund
European High Growth Opportunities Securitization Fund is a Luxembourg investment vehicle whose activity is focused on funding highly innovative companies at the pan-European level that it considers as being extremely undervalued. European High Growth Opportunities Securitization Fund is financed by the shareholders of Blue Ocean and is exclusively advised by Blue Ocean Advisors Inc. Its mission is to invest in highly innovative European companies by supporting their growth capital and offering them a credible and alternative source of finance in Europe.
About Blue Ocean Advisors Inc
Blue Ocean Advisors Inc. was created by Pierre Vannineuse and manages an asset portfolio of around 300 million dollars for a group of funds. Blue Ocean specializes in providing flexible, innovating and non-invasive debt and capital financing arrangements to listed companies throughout the world and in various sectors such as healthcare, energy, mining and high tech.
Blue Ocean has offices in London and Geneva. For further information, please send an e-mail to the following address: management@bo-ig.com.
About Auplata
Based in French Guiana, Auplata is the largest French gold-production company listed on the stock exchange. The Company has more than 700 sq km of mining permits and titles in French Guyana. Auplata operates an innovative industrial and FINANCIAL strategy, aimed at developing and exploiting Guianese gold resources with the strong involvement of local players. The Company's objective is to offer sustainable exploitation for the Guianese mining industry.
Since June 2015, Auplata is a shareholder in the Côte d'Ivoire mining company OMCI, which owns two mining projects in Côte d'Ivoire.
Auplata's share capital consists of 82,800,723 shares listed on the Paris Euronext Growth market (Euronext). ISIN: FR0010397760 – ALAUP; ICB: 1777 – Gold Mining.
For more information about Auplata, go to www.auplata.fr.
Contact information
ACTUS FINANCE
Mathieu Omnes Investor relations momnes@actus.fr +33 (0)1 53 67 36 92
Nicolas Bouchez Press relations nbouchez@actus.fr +33 (0)1 53 67 36 74
APPENDIX
Description and terms of the financing via an ODIRNANE bond issue (with BSA Warrants attached to the first and seventh tranches)
Legal framework of the transaction
In its 8th resolution, the combined ordinary and extraordinary General Meeting of shareholders held on June 21, 2016 delegated authority to the Board of Directors, with the possibility to sub-delegate such authority, to issue ordinary shares and/or securities giving access to the Company's share capital, with a waiver of preferential subscription rights in favor of categories of beneficiaries.
In its meeting held on October 18, 2017, the Board of Directors approved, pursuant to the authority delegated to it by the 8th resolution of the combined ordinary and extraordinary General Meeting of shareholders of June 21, 2016, the principle of an ODIRNANE bond issue representing a debenture loan of a maximum nominal amount of EUR 60,000,000, and delegated full powers to the Chief Executive Officer to issue (i) the first tranche of ODIRNANE bonds (with BSA Warrants attached) of a nominal value of EUR 2,000,000 corresponding to 400 ODIRNANE bonds and (ii) five Issuance Warrants in favor of the Investor, each Issuance Warrant giving access to 400 ODIRNANE bonds.
The contemplated issuance of 24 additional Issuance Warrants, each giving access to 400 ODIRNANE bonds (part of which with BSA Warrants attached) is subject to approval by the Company's shareholders of a resolution to delegate authority to decide on the said issuance in an extraordinary General Meeting to be held before December 31, 2017.
Main characteristics of the Issuance Warrants
The Issuance Warrants are issued to the Investor free of charge.
The Issuance Warrants, the term of which is 48 months as from the issuance of the 1st tranche of ODIRNANE bonds (i.e. as from November 21, 2017), oblige their holder to subscribe for a tranche of ODIRNANE bonds, i.e. 400 ODIRNANE bonds per Issuance Warrant exercised, according to a defined schedule. The exercise of the Issuance Warrants will allow the issuance of ODIRNANE bonds in several tranches of a maximum nominal amount of EUR 2,000,000 each.
The Issuance Warrants cannot be transferred by their holder without the Company's prior consent (except if transferred to one or more of the Investor's affiliates), cannot be admitted to trading on the Paris Euronext Growth market and cannot therefore be listed.
The Issuance Warrants will be automatically exercised, subject to various conditions detailed below in Note 1, at intervals of 25 trading days (the “Cool Down Period”).
However, the Company will be entitled to suspend and reactivate the automatic release of the tranches at its option.
Subject to the conversion of all the ODIRNANE bonds previously issued, the Investor will also be entitled to request the Company to issue a new tranche of ODIRNANE bonds before expiry of the Cool Down Period.
Main characteristics of the ODIRNANE bonds
The ODIRNANE bonds will be of a nominal value of EUR 5,000 each and will be issued at 94% of this nominal value. They will be non-interest bearing, perpetual and, except in the event of early redemption and in the scope of a redemption of the ODIRNANE bonds in cash, will only be redeemable upon the winding-up of the Company or the expiry of its term, as indicated in the Company's bylaws (i.e. May 19, 2091, unless extended in accordance with applicable law).
However, in the occurrence of one of the events of default stipulated in the issuance contract (detailed below in Note 2), the Investor may request the Company to redeem any unconverted ODIRNANE bonds at their par value.
Each ODIRNANE bond will entitle its holder to the following, at the Company's option:
- the allocation of new and/or existing shares, and/or
- the allocation of an amount in cash corresponding to all or part of the amount indicated in the conversion notice.
If the Company chooses to allocate new and/or existing shares, the conversion ratio will be calculated using the following formula: N = Nv / P, in which:
- is the number of shares allocated to each holder of ODIRNANE bonds further to their conversion,
- is the nominal value of an ODIRNANE bond, i.e. EUR 5,000,
- is the conversion price of an ODIRNANE bond, i.e. 95% of the lowest average daily volume-weighted trading price per Company share during the period of fifteen consecutive trading days immediately preceding the date of dispatch of a conversion notice (which cannot be less than the minimum price fixed in the related resolution).
If the Company chooses to redeem the ODIRNANE bonds in cash, the conversion ratio will be calculated using the following formula: V = (Nv / P) x T, in which:
- is the percentage value of the converted amount to be redeemed in cash,
- is the average daily volume-weighted trading price per Company share on the date of dispatch of a conversion notice.
The ODIRNANE bonds, which can only be transferred with the Company's prior consent (except if transferred to one or more of the Investor's affiliates), cannot be admitted to trading on the Paris Euronext Growth market and consequently cannot be listed.
Main characteristics of the BSA Warrants
Part of the BSA Warrants (as detailed below) will be attached to the first tranche of ODIRNANE bonds and the remainder of the BSA Warrants will be attached to each of the 400 ODIRNANE bonds issued upon the exercise of the first of the 24 Issuance Bonds, the issuance of which is subject to a resolution by the Company's shareholders to delegate authority to decide such issuance voted in an extraordinary General Meeting to be held before December 31, 2017. No BSA Warrants will be attached to the other tranches.
The number of BSA Warrants to be issued with the ODIRNANE bonds, multiplied by the exercise price of the BSA Warrants (calculated as stipulated below), will correspond to an amount of EUR 35,000,000 (of which €10,400,000 for the BSA Warrants attached to the first tranche of ODIRNANE bonds).
The BSA Warrants (whether attached to the first tranche of ODIRNANE bonds or to the 400 ODIRNANE bonds issued upon the exercise of the first of the 24 Issuance Bonds, the issuance of which is subject to the shareholders' approval) will be composed of two categories: BSA 1 and BSA 2, each category representing 50% of the total number of BSA Warrants issued.
The BSA Warrants will be issued in registered form and immediately detached from the ODIRNANE bonds. They will be exercisable for a period of four years as from their issuance (the “Exercise Period”). Each BSA Warrant will entitle its holder to subscribe, during the Exercise Period, for one (1) new share of the Company, subject to any potential adjustments.
The exercise price of the BSA 1 will be the higher of:
- 130% of the lowest average daily volume-weighted trading price per Company share over the thirty (30) trading days immediately preceding the date of signature of the issuance agreement (i.e. October 30, 2017); and
- the nominal value per Auplata share, i.e. EUR 0.25.
The exercise price of the BSA 2 will be the higher of:
- 130% of the lowest average volume-weighted closing price per Company share over the thirty (30) trading days immediately preceding the date of signature of the issuance agreement (i.e. October 30, 2017);
- the nominal value per Auplata share, i.e. EUR 0.25; and
- 130% of the mean of average daily volume-weighted trading prices per Company share over the five (5) trading days immediately following the date of this press release.
The BSA Warrants, which can only be transferred with the Company's prior consent (except if transferred to one or more of the Investor's affiliates or converted into bearer securities), may potentially be admitted to trading on the Paris Euronext Growth market.
Based on the underlying share volatility assumptions and the closing price per Company share on October 27, 2017 (i.e. EUR 0.2553), the theoretical value per BSA 1 is EUR 0.0968 and the theoretical value per BSA 2 is EUR 0.0968.
New shares resulting from the conversion of ODIRNANE bonds or the exercise of BSA Warrants
The new shares issued following the conversion of the ODIRNANE bonds or the exercise of the BSA Warrants will bear current dividend rights. They will bear the same rights as those attached to Auplata's existing shares and will be admitted to trading on the Paris Euronext Growth market under the same symbol (ISIN FR0010397760).
Future theoretical impact of the issuance of the ODIRNANE bonds and the attached BSA Warrants
As an indication, the ODIRNANE bond issue will have the following impact:
- Impact of the issuance on shareholders' equity per share (based on shareholders' equity as at June 30, 2017 and the number of shares in the Company's capital on October 27, 2017, i.e. 82 800 723 actions):
| Shareholders' equity per share (Euros) | ||
| On a non-diluted basis | On a fully diluted basis (after the exercise of all currently existing hybrid securities) | |
| Before the issuance of new shares resulting from (i) conversion of the ODIRNANE bonds and (ii) exercise of the BSA Warrants | 0.21 | 0.29 |
| After the issuance of 8,000,000 new ordinary shares of the Company following conversion of the 400 ODIRNANE bonds in the 1st tranche | 0.23 | 0.31 |
| After the issuance of 17,333,333 additional new ordinary shares following exercise of the BSA 1 attached to the 400 ODIRNANE bonds in the 1st tranche | 0.30 | 0.38 |
| After the issuance of 17,333,333 additional new ordinary shares following exercise of the BSA 2 attached to the 400 ODIRNANE bonds in the 1st tranche | 0.32 | 0.40 |
| After the issuance of 40,000,000 additional new ordinary shares of the Company following conversion of all the ODIRNANE bonds resulting from the exercise of the Issuance Warrants in the five subsequent tranches | 0.44 | 0.52 |
| After the issuance of 192,000,000 additional new ordinary shares of the Company following conversion of all the ODIRNANE bonds resulting from the exercise of the Issuance Warrants in the last twenty-four tranches | 1.02 | 1.10 |
| After the issuance of 16,800,000 additional new ordinary shares of the Company following the share capital increase reserved to the Investor | 1.07 | 1.15 |
| After the issuance of 44,000,000 additional new ordinary shares following exercise of the BSA 1 attached to the 400 ODIRNANE bonds in the 7th tranche | 1.11 | 1.19 |
| After the issuance of 44,000,000 additional new ordinary shares following exercise of the BSA 2 attached to the 400 ODIRNANE bonds in the 7th tranche | 1.16 | 1.24 |
- Impact of the issuance on an interest of 1% currently held by a shareholder in the Company's capital (based on the number of shares in the Company's capital on October 27, 2017, i.e. 82 800 723 shares):
| Shareholder's interest (%) | ||
| On a non-diluted basis | On a fully diluted basis (after the exercise of all currently existing hybrid securities) | |
| Before the issuance of new shares resulting from (i) conversion of the ODIRNANE bonds and (ii) exercise of the BSA Warrants | 1 | 0.92 |
| After the issuance of 8,000,000 new ordinary shares of the Company following conversion of the 400 ODIRNANE bonds in the 1st tranche | 0.91 | 0.85 |
| After the issuance of 17,333,333 additional new ordinary shares following exercise of the BSA 1 attached to the 400 ODIRNANE bonds in the 1st tranche | 0.77 | 0.72 |
| After the issuance of 17,333,333 additional new ordinary shares following exercise of the BSA 2 attached to the 400 ODIRNANE bonds in the 1st tranche | 0.66 | 0.62 |
| After the issuance of 40,000,000 additional new ordinary shares of the Company following conversion of all the ODIRNANE bonds resulting from the exercise of the Issuance Warrants in the five subsequent tranches | 0.50 | 0.48 |
| After the issuance of 192,000,000 additional new ordinary shares of the Company following conversion of all the ODIRNANE bonds resulting from the exercise of the Issuance Warrants in the last twenty-four tranches | 0.23 | 0.23 |
| After the issuance of 16,800,000 additional new ordinary shares of the Company following the share capital increase reserved to the Investor | 0.22 | 0.22 |
| After the issuance of 44,000,000 additional new ordinary shares following exercise of the BSA 1 attached to the 400 ODIRNANE bonds in the 7th tranche | 0.20 | 0.19 |
| After the issuance of 44,000,000 additional new ordinary shares following exercise of the BSA 2 attached to the 400 ODIRNANE bonds in the 7th tranche | 0.18 | 0.18 |
The average weighted trading price used to calculate the dilution is the volume-weighted trading price for the last fifteen trading sessions preceding October 30, 2017, i.e. EUR 0.2510. This dilution does not have any bearing on the final number of shares to be issued or their issue price, which will be determined based on the stock market price and in accordance with the rules stipulated above.
This transaction will not give rise to any prospectus to be submitted to the AMF's approval.
Note 1: Main conditions for the subscription of ODIRNANE bonds by the Investor:
- no change of control of the Company has occurred;
- no event of default exists on the date of the drawdown request;
- the Company's shares are still listed, and the listing of the Company's shares has not been suspended (and no risk of any such suspension has been identified);
- the Company has a sufficient number of authorized shares available to fulfill the conversion of the ODIRNANE bonds to be issued in the scope of a drawdown (and the existing ODIRNANE bonds, if applicable), i.e. a number of shares at least equal to the nominal amount of the debenture loan divided by the average volume-weighted closing price per Auplata share on the drawdown date.
Note 2: Events of default:
Events of default include the delisting of Auplata's shares, the announcement of a takeover of the Company and the occurrence of a material adverse change.
