Monday October 16, 2023
The ADVANTECH Group supports AURES with a €3.2 million convertible loan into shares
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Loan duration: 2 years
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Conversion price: €4
The AURES Group announces the signing of a contract relating to the issue of a convertible bond loan with a nominal amount of 3.2 million euros with the ADVANTECH Group.
The ADVANTECH Group is a global leader in the fields of intelligent IoT systems and embedded platforms with a global presence in sectors such as industry 4.0, embedded computing, transportation, environmental monitoring, smart retail and logistics connected, fleet management, health IT, industrial servers and networks.
This issue helps support the development of the Company.
Patrick CATHALA, Founding President of AURES and KC Liu, Founding President of ADVANTECH declare:
“We look forward to the future strategic cooperation between our two Groups. »
MAIN TERMS OF THE BOND CONVERTIBLE INTO SHARES
The main characteristics of the issue of bonds convertible into shares (“OC 2023”) are as follows:
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Amount of the bond convertible into shares | €3.2 million |
|
Number of CBs 2023 | 800 000 |
|
Par value of the 2023 OCs (i.e. a premium of 2.6206 euros compared to the price of 1.3794) | €4.00 |
|
Ratio | 1 OC 2023 gives right to 1 share |
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Duration of the bond convertible into shares | 2 years from the date of issue of OC 2023 |
|
Interest rate | Interest paid: 4% |
|
Maximum amount of the nominal capital increase (excluding preservation) | €200,000 |
(1)
Price calculated on the basis of the weighted average of the prices of the last 3 trading sessions before issue.
This issue was decided on October 13, 2023 by the Chairman and Chief Executive Officer acting on subdelegation of the Board of Directors on September 4, 2023 and October 12, 2023, making use of the delegation granted by the Combined General Meeting of the Issuer of January 26, 2023 in its sixth resolution of an extraordinary nature to issue securities giving access to capital with removal of preferential subscription rights for the benefit of the following categories of persons:
natural or legal persons (including companies), investment companies, trusts, investment funds or other investment vehicles whatever their form, under French or foreign law, investing on a regular basis in the sector of IT equipment or software solutions; and or
companies, institutions or entities whatever their form, French or foreign, exercising a significant part of their activity in the sectors referred to in (i).
As part of the issuance decision and the terms and conditions of today’s 2023 OCs, ADVANTECH has been designated as a beneficiary within the category. He will have the possibility of exercising his right of conversion, at any time from the date of issue and until the expiry date of the 2023 OCs.
The bonds will not be the subject of any application for admission to trading on Euronext Growth.
The new shares resulting from the conversion of the 2023 OCs will be subject to all statutory provisions, will be fully assimilated to the old ordinary shares and will enjoy the same rights. They will be admitted to trading on Euronext Growth on the same listing line as the existing shares.
SPECIAL AGREEMENT
ADVANTECH should be appointed censor within the Board of Directors subject to the modification of the statutes which should be submitted to a future general meeting.
IMPLICATIONS OF THE EMISSION
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IMPACT OF THE ISSUANCE CONCERNING THE DISTRIBUTION OF CAPITAL
Capital distribution table before issue
:
|
Shareholders |
Number of actions |
% |
Patrick CATHALA | 1?377?016 | 34.4% |
Self-ownership | 62?988 | 1.6% |
Identified shareholders | 1,076,582 | 26.9% |
Employee shareholding | 11?918 | 0.3% |
Floating | 1?471?496 | 36.8% |
|
TOTAL |
4,000,000 |
100.0% |
Simulation of the distribution of capital in the event of conversion of all of the 2023 OCs
:
|
Shareholders |
Number of actions |
% |
Patrick CATHALA | 1?377?016 | 28.7% |
ADVANTECH Co.,Ltd | 800,000 | 16.7% |
Self-ownership | 62?988 | 1.3% |
Identified shareholders | 1,076,582 | 22.4% |
Employee shareholding | 11?918 | 0.2% |
Floating | 1?471?496 | 30.7% |
|
TOTAL |
4,800,000 |
100.0% |
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IMPACT OF THE EMISSION IN TERMS OF DILUTION
As an indication, the theoretical impact of the issue and conversion into new ordinary shares of the 2023 OCs on the participation in the capital of a shareholder holding 1% of the capital of the Company prior to the issue and not not benefiting, would be the following:
|
Shareholder participation | |
|
Before conversion of 2023 OCs |
1% |
|
After conversion of the 2023 OCs |
0.83% |
CALENDAR
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Date of issue/start of conversion period for OC 2023 |
October 13, 2023 |
|
Maturity and lapse date of OC 2023 |
October 12, 2025 |
RISKS
The risk factors are described in the 2022 annual report available on the Company’s website: www.aures-pos.fr. Reference is also made to the press release issued by the Company on August 23, 2023.
Furthermore, the risks linked to the issue are as follows:
In the event of conversion of the 2023 OCs, the issuance of shares will result in potentially significant dilution for current and future shareholders of the Company.
PROSPECTUS EXEMPTION
This issuance of convertible bonds for the benefit of ADVENTECH does not give rise to a prospectus subject to the approval of the AMF
TP ICAP Midcap acts as an advisor in the context of this project.
About AURES
Created in 1989 and listed on Euronext Growth, AURES Technologies is an IT Developer and Manufacturer of hardware (POS, Mobile POS & KIOSK), digital and application solutions for all Point of Sale sectors.
The Group has a global presence, with headquarters in France, subsidiaries in the United Kingdom, Germany, Australia and the USA, Tunisia – as well as a network of partners, distributors and resellers established in more than 60 other countries .
ISIN code: FR 0013183589
Financial information: Sabine De Vuyst
www.aures.com
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Full and original press release in PDF format:
https://www.actusnews.com/news/82345-20231016-emission-oc-vdef.pdf
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