BORDEAUX, France, July 3, 2014 /PRNewswire/ --
Change in Board
composition
Preparation of a capital increase with preferential
subscription rights (DPS) and free allocation of redeemable
warrants (BSAR) to all shareholders
In order to ensure the Group's financial visibility over the
next 18 months, Europlasma plans to launch a capital increase with
preferential subscription rights of a significant amount.
This fundraising will serve several purposes i) to clear the
current debt structure of the Group by repaying and/or converting
the bridge loans granted by its main financial partners since the
end of 2012; ii) to cover the needs of reinvestment into CHO
Morcenx power plant to improve its performance and to meet the
working capital needs during its ramp-up period; iii) to complete
the Group financial recovery and to give it the means to capture
growth opportunities in each one of its business activity, and iv)
to finance its share capital in the next CHO Power plant by end
2015, in accordance with to the provisional business plan.
The planned operation will require a visa from the
« Autorité des Marchés Financiers » (AMF) and 75% of its
amount must be guaranteed before the launch.
Following the capital increase, the Group is considering
proceeding to the free allocation of Redeemable Warrants (Bons de
Souscription d'Actions Remboursables - BSAR) for all existing and
new Shareholders.
Intermediary cash needs
As indicated in the press releases of 04/08/2014 and 06/24/2014, due to the delay of
the Preliminary Take Over of the CHO Morcenx power plant, the Group
has had related cash flow challenges. In this context, the support
from the French Authorities, from the major industrial partners and
from the main financial partners was a key factor in ensuring the
Group's cash balance since last February.
The Board of Directors of 16 April,
2014 approved the terms of a new loan granted, on pari passu
basis (50/50), by the reference Shareholder Crédit Suisse
Europlasma SPV LLC (CSE) and the company CHO Morcenx, owner of the
CHO Morcenx power plant which was subject to a preliminary Take
Over on June 13, 2014. This loan
amounting EUR 2.8 million covers the
cash needs until July. It is remunerated at an initial interest
rate of 10% per year and is refundable not later than April 2015 in cash or by conversion into
Europlasma common shares. Terms and guarantees will be fully
detailed in the 2013 Financial Statements in the paragraph "Events
after the closing date".
This new cash inflow reaffirms the confidence of the financial
partner and the reference shareholder in the Group's ability to
operate the CHO Morcenx power plant at full capacity.
However, the delay of the Preliminary Take Over of the CHO
Morcenx power plant has postponed the publication of the 2013
accounts and has caused a full update of the financial agenda. The
capital increase, initially planned in July, will be launched in
September because of the time required to issue the Auditors report
on the FY2013 consolidated accounts, to obtain the AMF visa and to
convene the Annual General Meeting of Shareholders.
The delay in the fundraising operation, combined with the
additional investment required to execute the technical
improvements of the CHO Morcenx power plant and with the extended
duration of the ramp-up period generate an immediate cash need of
approximately EUR 3 million before the September
fundraise. The Company, its main financial partners and its advisor
Arkéon Finance have joined forces to meet this short-term need This
EUR 3 million cash inflow is
essential to approve the FY2013 Annual and Consolidated Accounts
and to issue the related Auditors reports. Several opportunities
are currently being discussed, the Group will communicate on this
by the end of July.
In this context, and in the Shareholders interest, stock trading
remains suspended until the Group's short-term financial visibility
is ascertained.
Notice of threshold crossing of Crédit Suisse Europlasma SPV
LLC
As a result of the sale by Crédit Suisse of its
« Customized Fund Investment Group » (CFIG) activity to
Grosvenor Capital Management LP (GCM), the Europlasma stake held by
the vehicle Crédit Suisse Europlasma SPV, LLC (CSE) has been
reorganized on 12 April 2014.
Assets transferred to GCM represent 3.2% of the share capital of
Europlasma S.A. and are now held by a new investment vehicle named
GCM Grosvenor EP Holdings SPV, LLC. These assets virtually
represent all the interests held since 2007 by clients other than
the Masdar Cleantech Fund, the majority shareholder and active
investor in CSE.
This transfer led CSE to cross the 30% voting rights threshold
in downward (from 32.36% to 29.96%) which had resulted in a
notification to Europlasma S.A. dated 14 May
2014.
The Masdar Cleantech Fund has decided to keep all its interests
owned in Europlasma S.A. (20.36%) within the same investment
vehicle CSE.
Change in the Board of Directors composition
As a result of the sale of CFIG activities to Grosvenor Capital,
the company DLJ MB Advisors, represented by Mister Roger Ammoun,
resigned from his Europlasma Director's position with effect from
31st March 2014. The Board
of Directors thanks Mr. Roger Ammoun
for his time and contribution along all these years.
The Board of Directors of 1st April 2014 decided to appoint Crédit Suisse Asset
Management (Masdar Cleantech Fund Manager as investor through an
affiliate), represented by Mister Henri Arif, in place of DLJ MB
Advisors for the remaining term which ends at the Annual General
Meeting of Shareholders called to approve the financial statements
for the year ended 31st December
2018. This cooption will be proposed at the next General
Meeting for ratification by Shareholders.
* * *
About Europlasma
Europlasma is a French Group operating in the clean technologies
and renewable energy production industries. Founded in 1992 to
apply its proprietary plasma torch technology to hazardous waste
destruction, it is now built on the following three business
units:
- Europlasma is a world-wide supplier of plasma heating
systems and related applications
- CHO Power is a producer of electricity from waste and
biomass gasification.
- Inertam is the global specialist in the destruction and
recycling of asbestos and hazardous waste
http://www.europlasma.com [Alternext - NYSE Euronext Paris
- Mnemo : ALEUP - Isin : FR0000044810]
Contacts
Jean-Eric PETIT, Chief Executive Officer
Estelle MOTHAY, Chief Financial Officer
Anne BORDERES, Press and Shareholders contact
Tel: +33-556-49-7000 - contactbourse@europlasma.com