End of use of the OCA financing program in force with Yorkville Advisors
Capital increase with maintenance of shareholders’ preferential subscription rights following the creation, by management, of a core group of shareholders representing 30% of the capital
Use of issuance proceeds from capital increases to reimburse Yorkville Advisors and the management trust
Igny on March 18, 2024
End of use of the OCA financing program
Taking into account the Company’s stock price, the board of directors of Archos (the “
Company
“) is determined to stop any further dilution in the short/medium term and to stabilize the shareholder base of Archos, and announces its decision to no longer use the financing contract in bonds convertible into shares (the ”
OCA
“) concluded on March 17, 2021 with Yorkville Advisors.
Structuring capital transactions
The Board of Directors of the Company decided today – unanimously of its members – to proceed with a 30% increase in capital, subscribed by management at a price reflecting a premium of 30% compared to the daily price. average weighted by the volumes of the Archos share observed over the trading sessions of the Archos share on March 14, 15 and 18, 2024.
This operation will be followed by another capital increase, open to all shareholders, under more advantageous conditions (see below).
To the extent that the Company encounters recurring difficulties in meeting the quorum during its general meetings of shareholders (as a result of the significant dilution resulting from financing in convertible bonds), these structuring operations will make it possible to secure the achievement of the quorum during the next general meetings of shareholders and, in the event of the successful conclusion of the discussions that the Company will initiate in the coming days with its creditors, to repay in advance the dilutive instruments in circulation (OCA) as well as the balance of the Company’s debt to the management trust established by the Company on December 21, 2023 (the “
Trust
“).
The early repayment of these creditors, combined with the decision to put an end to the use of the OCA financing program in force with Yorkville Advisors, would therefore make it possible to stop any further dilution in the short/medium term and to stabilize the Company’s shareholding. .
Creation of a hard core of shareholders (30% of the capital) by Archos management
Archos announces the increase of its capital by 30%, following a fundraising carried out today from its management for a total amount of 434,980 euros, with an issue price of 0.0478 euros per share (including 0.009 euros of nominal value and 0.0388 euros of unit share premium) by management
[1]
i.e. a premium of 30% compared to the volume-weighted average daily price of Archos shares observed during the trading sessions of March 14, 15 and 18, 2024.
Under these conditions, the asset value of the participations held by the other shareholders of the Company should not be affected by the issue of the New Shares.
This operation represents a fundraising of a gross amount of 434,980 euros (share premium included).
The creation of such a hard core will allow management to participate up to 30% in the capital increase with maintenance of shareholders’ preferential subscription rights which will be proposed in the coming days (see below).
Use of proceeds from the issue
The proceeds from the issue of the New Shares will enable the Company, in the event of the successful conclusion of the discussions that the Company will initiate in the coming days with its creditors, to repay in advance the dilutive instruments in circulation (OCA) as well as the balance of the Company’s debt to the Trust.
Main features of the show
-
Terms of issue
The New Shares were issued by way of capital increase with removal of shareholders’ preferential subscription rights in accordance with 14
th
resolution of the extraordinary general meeting of shareholders held on June 29, 2023 granting delegation to the board of directors of the Company to carry out a capital increase reserved for a category of persons (in particular the following category: creditors holding liquid claims, whether due or not, on the Company having expressed their wish to see their claim converted into securities of the Company and for which the board of directors of the Company would deem it appropriate to offset their claim with securities of the Company) in accordance with article L. 225-138 of the Commercial Code.
The issue of the New Shares follows the payment, without interest, of current account advances by management to the Company.
-
Settlement and delivery of New Shares
Following settlement and delivery of the New Shares, the Archos shares will be distributed as follows:
|
Actions |
% |
Voting rights |
% | |
Loic Poirier | 6,281,669 | 20.70% | 6,281,676 | 20.70% |
Guillaume Burkel | 1,365,889 | 4.50% | 1,365,891 | 4.50% |
Bénédicte Ernoult | 637,889 | 2.10% | 637,891 | 2.10% |
Bruno Regaud | 819,000 | 2.70% | 819,000 | 2.70% |
Floating | 21,242,942 | 70.00% | 21,242,942 | 70.00% |
Self-ownership | 0.00% | 0.00% | ||
|
Total |
30,347,389 |
100% |
30,347,400 |
100% |
The New Shares will carry rights and will give right, from their issue, to all distributions decided by the Company from this date, will be traded on the same quotation line as the existing shares (ISIN FR001400KO61), and will be fully assimilated to the existing shares of the Company.
-
Commitment to conservation of New Shares
The New Shares come with a 12-month retention commitment made by management.
The issue of the New Shares did not give rise to the approval of a prospectus by the AMF.
-
Impact on the shareholder’s situation
The impact of the issue of New Shares on the participation in the capital of the Company of a shareholder who holds 1% of the share capital of the Company (calculations carried out on the basis of the number of shares making up the capital of the Company as of March 18, 2024) is as follows:
|
Shareholder participation in % | ||
Undiluted base | Diluted base (1) | |
Before issuance of 9,100,000 New Shares | 1% | 0.29% |
After issue of 9,100,000 New Shares | 0.70% | 0.26% |
The diluted basis calculations take into account the theoretical impact, based on the closing share price on March 18, 2024, of the dilution resulting from OCA conversions and stock warrant exercises by the Trust .
-
Impact on equity
The impact of the issue of New Shares on the share of consolidated equity per share (calculations carried out on the basis of the consolidated equity share of the Group as of December 31, 2023 and the number of shares making up the share capital of the Company as of March 18, 2024) is as follows:
|
Share of consolidated equity, group share in € | |||
Undiluted base | Diluted base (1) | ||
Before issuance of 9,100,000 New Shares | – €0.2042 | – €0.0383 | |
After issue of 9,100,000 New Shares | – €0.1286 | – €0.0288 | |
The diluted basis calculations take into account the theoretical impact, based on the closing share price on March 18, 2024, of the dilution resulting from OCA conversions and stock warrant exercises by the Trust .
Capital increase with maintenance of shareholders’ preferential subscription rights
The Company will launch, in the coming days, a capital increase with maintenance of shareholders’ preferential subscription rights (the ”
Capital increase with DPS
“).
The Capital Increase with PSR will be offered under more advantageous financial conditions than the issue of the New Shares subscribed by management, namely an issue price of 0.043 euros per share, reflecting a discount of 10% compared to the price. paid by the management of the Company, and will cover a total amount of 1,140,000 euros.
The Capital Increase with DPS will aim to finalize the early repayment of all dilutive instruments in circulation in the event of the successful conclusion of the discussions that the Company will initiate in the coming days with its creditors, namely the balance of OCA as well as the balance of the Company’s debt to the Trust.
The Capital Increase with PSR will be monitored by the management of the Company up to their share resulting from the issue of the New Shares, i.e. 30%.
The Company will communicate to the market the precise terms of the Capital Increase with DPS in the coming days by means of a press release.
Risk factors
The public’s attention is drawn to the risk factors relating to the Company and its activity, which are presented in the 2022 Annual Financial Report and the 2023 Half-year Financial Report available on the Company’s website. The occurrence of all or part of these risks is likely to have an adverse effect on the activity, financial situation, results, development or prospects of the Company. No major new risks relating to the Company and its activity have been identified since the publication of the 2022 Annual Financial Report and the 2023 Half-year Financial Report.
Contact Investors
Loïc Poirier – Chairman and CEO – [email protected]
————————————————– ————————————————– ————————————————
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 the first to offer Google Android tablets in 2009. ARCHOS launched a MedTech division in 2021, Medical Devices Venture, which will bring together several start-ups. With a head office in France and offices in Europe and Asia, ARCHOS has established itself as a key pan-European player, listed on the Euronext Growth Paris market, ISIN Code: FR001400K061. archos.com
[1]
Namely Mr. Loïc Poirier, Chairman and CEO of the Company, Mr. Guillaume Burkel, Mrs. Bénédicte Ernoult and Mr. Bruno Regaud.
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