Paris, June 17, 2024 (7 p.m.)
ADOMOS ANNOUNCES THE OPENING OF A JUDICIAL RECOVERY PROCEDURE SUPPORTED BY NEW FINANCING FROM ATLAS SPECIAL OPPORTUNITIES AND A CHANGE IN GOVERNANCE
The company ADOMOS, having been unable to successfully complete the negotiations initiated with a view to obtaining an agreement to settle its liabilities with its creditors, was forced to make a declaration of cessation of payments on May 17, 2024.
By judgment dated June 13, 2024, the Paris Commercial Court opened a judicial recovery procedure for the benefit of the company ADOMOS and set the observation period at 6 months. The ABO PARTICIPATIONS I fund and the company ACHETER-LOUER.FR have undertaken not to convert their OCEANEs and OCAs that they hold during the entire observation period.
This procedure places ADOMOS under the protection of the Paris Commercial Court by freezing debts prior to June 13, 2024. These will be reimbursed as part of the continuation plan that the Company intends to submit to the Court during the observation period.
The opening of this procedure was made possible in particular by the commitment of ATLAS SPECIAL OPPORTUNITIES, historical financial partner of the Company, to provide it with bond financing in the form of bonds convertible into shares to which subscription warrants of shares (OCABSA) of a maximum amount of 4,000,000 euros including 2,000,000 euros which will be allocated to financing the observation period.
The signing of the financing contract is subject to the prior authorization of the supervising judge.
The main characteristics of OCABSAs are as follows:
Characteristics of OCAs:
Maximum number of OCAs to issue:
400 OCA
Unit nominal amount of OCAs
: 10,000 euros.
Maturity of OCA:
Thirty-six (36) months from the date of issue of the OCA.
Date of use
: from the date of issue of the OCA.
Coupon
: 5% per year.
Subscription price of OCAs:
88% of their nominal value.
Form of OCA
: in the nominative form.
Rank of debt:
the OCAs and their interests constitute direct, unconditional, unsubordinated and unsecured unsecured commitments of the Company, ranking equally among themselves and benefiting from the privileges provided for in articles L. 622-17 or L.626-10 of the Code of commerce as the case may be.
OCA conversion parity:
80% of the volume-weighted average price of the Company’s share over a period of 15 consecutive days preceding receipt of the conversion notice, published by Bloomberg, it being specified that P cannot be less than the nominal value of a share of the Company.
Characteristics of BSAs:
Number of BSAs to issue:
the number of BSAs to be issued will be calculated during the drawing of each tranche of OCAs and will be equal to a quarter (25%) of the overall nominal amount of the OCAs issued under this tranche divided by the exercise price of the BSAs.
Exercise price of BSAs:
the exercise price of the BSAs attached to each Tranche issued will be equal to the volume-weighted average price of the Company’s shares determined on the day of issue of the OCAs increased by a premium of 20%, it being specified that this price may not be less than the par value of a share of the Company.
Parity of exercise of BSAs:
one (1) BSA will give the right to subscribe for one (1) share of the Company.
Rights attached to BSAs:
the only rights attached to the BSAs will be to allow the holder to subscribe for new shares of the Company.
BSA exercise period:
the BSAs will be exercisable, for 3 years, at any time from their date of issue. BSAs not exercised at the end of the exercise period will automatically lapse and lose all value.
Form and registration of BSAs:
in the nominative form.
No listing:
the BSAs will not be the subject of any request for listing on a financial market.
The precise characteristics of the OCABSAs will be fully described in a future press release published on the occasion of the issuance of the OCABSAs.
Furthermore, the Company announces that the composition of its board of directors has been completely modified. This major reshuffle includes the appointment of a new President and expert directors to accelerate the company’s turnaround.
This is now composed as follows:
-
Mr Philippe AUSSEUR,
director and Chairman and CEO; A chartered accountant by training, he notably managed the consulting activity of Ernst & Young for Western Europe and the Maghreb and created the Algiers office. He then founded Abington Advisory, a management and organization consulting firm, working mainly for major clients, particularly in the real estate sector such as Vinci Immobilier, Nexity and Icade and Altarea Cogedim. Philippe AUSSEUR has also been President of the National Basketball League since June 2023 after having been President of the Management Control Commission. -
Mr Antoine SIMONI,
director, specialized in the financial management of small and midcap listed companies. He also acts as Financial Director for companies subject to collective proceedings in order to support them in their reorganization phase and application of their continuation plan. -
Mr Pascal GHOSON,
director, former mergers and acquisitions banker at Banque Rothschild & Co and entrepreneur with extensive experience in the turnaround and reorganization of companies in difficulty. -
Mr Jérôme GACOIN,
administrator, specialist in economic and financial communication, crisis and philanthropy, works with small and midcap listed companies. He carries out this activity within the Aelium Finance & Communication Agency, which he founded in 2010 and of which he is currently President. He is also a director of AST group (listed on Euronext), BGH Partners (Swiss company), and Vergnet SA (listed on Euronext). A lawyer by training, he worked for several years in financial press organs (Fusion Acquisitions, L’Agefi).
Finally,
Mr Franck ROSSET
shareholder and historical manager of the Company continues to support it as Director of the Real Estate Investments division with the mission of relaunching the existing activity, finding real estate opportunities in Paris in order to create a portfolio of property dealer and ADOMOS advisor regarding its acquisitions.
“
I am honored that the Board of Directors has been entrusted to me with the mission of leading it in such an important and strategic period for ADOMOS. With the support of Franck and the new members of the Board, I am convinced that, thanks to our common commitment and our team spirit, we will overcome the current challenges and enable the company to enter a new cycle of growth. and profitability. I look forward to working with all the ADOMOS teams to achieve our objectives and enable the company to once again become a leading real estate player.
» declares Philippe Ausseur.
The new management team, with the support of Mr. Franck ROSSET, intends to relaunch the historical activity of the company during the observation period from which ADOMOS will benefit as part of the judicial recovery procedure. This recovery will benefit in particular from the recovery in the real estate market which has been taking shape for several months. It will also be accompanied by external growth projects targeting companies operating in its core business, but also opportunities in the
hospitality
in order to diversify the company’s sources of income.
At the end of this first phase, the group will communicate on its action plan to return to peaceful, profitable and long-term development.
|
ADOMOS (ALADO, ISIN code FR0013247244), is a major player in the Internet distribution of rental investment real estate for individuals. www.adomos.com/bourse Company contact: [email protected] |
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