Igny (France)
–
March 7, 2023
– Archos (Euronext Growth Paris: ALJXR), European pioneer in consumer electronics (the ”
Company
“), announces the signature today of an amendment no. 4 (the ”
Amendment No. 4
“) to the flexible bond financing contract by issuing warrants (the ”
Issue Vouchers
“) giving access to tranches of bonds convertible into new shares (the ”
CONTRACT
“) with a nominal value of €10,000 each (the ”
OCA
“), the fourth tranche of OCA being accompanied by share subscription warrants (the ”
BSA
), concluded on March 17, 2021 with the investment fund YA II PN, Ltd represented by Yorkville Advisors Global LP (the “
Investor
“), as well as the drawing of the fifth tranche of OCA.
The resumption of drawdowns of OCA tranches takes place in a context where the Group is still suffering from operating losses which are impacting cash. The Group is also actively analyzing external growth files requiring the availability of funds.
Reminder of the main financing methods in force until now
Under the terms of the Contract, as amended by way of riders, the financing was previously broken down into a first financing commitment for a total maximum nominal amount of €12 million (the ”
Initial Commitment
“), fully issued to date, followed by a second financing commitment for a total maximum nominal amount of €13 million (the ”
Additional Commitment
”), i.e. a total maximum nominal amount equal to €25 million.
Modification of the total maximum nominal amount of the Initial Commitment and the Additional Commitment
Under the terms of Amendment No. 4, the Initial Commitment is supplemented by thirteen additional tranches available under the Initial Commitment, including a tranche 5 for a nominal amount of €500,000 drawn today. The nominal amount of each of the following twelve tranches of the Initial Commitment would be €250,000, thus bringing the total nominal amount of the Initial Commitment to €15.5 million.
Furthermore, the nominal amount of each tranche of the Additional Commitment is maintained at €1,000,000, with the exception of the last tranche of OCA which will be for a nominal amount of €500,000.
The maximum total nominal amount of the financing provided for in the Contract remains €25 million insofar as Amendment No. 4 provides that the Additional Commitment no longer relates to more than €9.5 million in total maximum nominal amount.
Resumption of a schedule of draws from the Initial Commitment
As part of the conclusion of Amendment No. 4, it has been agreed between the Company and the Investor that the drawdown of each of the additional tranches under the Initial Commitment will take place every month after the drawdown of the previous installment.
Consequently, the drawdown of the remaining tranches under the Initial Commitment will take place, subject to the fulfillment of the drawdown conditions, according to the following provisional schedule:
Tranche 6 03/04/2023
Tranche 7 02/05/2023
Tranche 8 01/06/2023
Tranche 9 03/07/2023
Tranche 10 01/08/2023
Tranche 11 09/01/2023
Tranche 12 02/10/2023
Tranche 13 02/11/2023
Tranche 14 01/12/2023
Tranche 15 02/01/2024
Tranche 16 01/02/2024
Tranche 17 01/03/2024
Modification of the Initial Commitment draw conditions
In addition to the drawing conditions within the framework of the Initial Commitment mentioned in the Company’s press release of March 17, 2021, the Parties to Amendment No. 4 have agreed to add two new drawing conditions, namely ( i) the Investor’s exposure, after taking into account the OCAs to be issued as part of the tranche to be issued, is less than €1,000,000, and (ii) the average liquidity of the Archos shares traded during the 25 previous trading days is greater than €25,000 (this condition only being applicable if the Investor’s exposure is greater than €100,000).
Hand draws by the Investor only with the agreement of the Company
Under the terms of Amendment No. 4, the Investor now has the right to request the early drawing of one or more tranches of the Initial Commitment and, from the expiry of the Initial Commitment, of a or more tranches of the Additional Commitment. The Company retains the right to accept or refuse the drawing of tranches thus requested by the Investor.
In the event of the drawdown of a tranche of the Initial Commitment requested by the Investor and accepted by the Company, the Company will immediately publish a press release in order to inform the market and communicate the new timetable for the drawdown of the remaining tranches of the ‘Initial Commitment.
Extension of the duration of the Contract
Under the terms of Amendment No. 4, the Company and the Investor have agreed to extend the duration of the Contract by an additional thirty-six months, i.e. until March 17, 2027.
Warning
As a reminder, Archos set up a financing in the form of bonds convertible into new shares, the fourth tranche of bonds being accompanied by share subscription warrants, with the investment fund YA II PN, Ltd on March 17 2021.
As YA II PN, Ltd is not intended to remain a shareholder of the Company, the Archos shares resulting from the conversion of these bonds should be sold on the market very soon, which could create strong downward pressure on the share price. the action.
Shareholders may suffer a loss of their invested capital due to a significant decrease in the value of the Company’s shares, as well as severe dilution due to the large number of shares issued to YA II PN, Ltd in case of bond conversion. Investors are advised to be very vigilant before making the decision to invest in Archos shares. The Company recalls that this dilutive financing transaction is not the first it has implemented.
Investors are notably invited to read the risks relating to these operations, mentioned in the press release of March 17, 2021.
It is reminded that shareholders can follow OCA issues and conversions on the monitoring table available on the Company’s website:
https://www.archos.com/investors/
About ARCHOS
ARCHOS, an expert in mobile solutions, has constantly revolutionized this market both in the consumer electronics sector and in B to B with its subsidiary Logic Instrument. The French brand was thus the first to offer Google Android tablets in 2009. Today, ARCHOS designs and democratizes products with high innovation value and in 2021 created a MedTech division, Medical Devices Venture, which will bring together several startups. With a head office in France, offices in Europe and Asia, ARCHOS is asserting itself as a key pan-European player, listed on the Euronext Growth Paris market, ISIN Code: FR0014007XT1. www.archos.com
Contact: Loic Poirier, Chief Executive Officer, [email protected]
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Full and original press release in PDF format:
https://www.actusnews.com/news/78843-cp-archos-avenant-n4-contrat-yorkville-publication.pdf
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