Vénissieux, May 29, 2023
BOOSTHEAT, a French industrial player in energy efficiency, announces various operations on the Company’s share capital.
I CAPITAL INCREASE BY ISSUE OF NEW SHARES FOLLOWING THE EXERCISE OF ORA
BOOSTHEAT’s Board of Directors, meeting on May 22, 2023, noted the definitive completion of a capital increase of the Company by issuing a total number of 216,666,640 ordinary shares following the exercise of 60 bonds redeemable in new shares (the “ORA”) and acting in accordance with the delegation of authority granted by the Combined General Meeting of June 10, 2021 under the terms of its 31
th
resolution. The capital of the Company thus amounted to 24,117,161.40 euros, divided into 482,343,228 shares with a nominal value of 0.05 euro each.
I SHARE CAPITAL REDUCTION
The Board of Directors, acting in accordance with the delegation granted to it under the 9
th
resolution of the General Meeting of shareholders dated 1
er
March 2023, decided at its same meeting of May 22, 2023, to reduce the share capital by an amount of 23,634,818.172 euros, by reducing the nominal value of each share from 0.05 euro to 0.001 euro.
The share capital therefore now amounts to 482,343.228 euros, divided into 482,343,228 shares with a par value of 0.001 euro each.
I CONSOLIDATION OF SHARES
Subsequently, BOOSTHEAT announces that it has decided to implement a reverse stock split of the shares making up its share capital, so that 1,000 old shares with a nominal value of 0.001 euro are exchanged for 1 new share with a nominal value of 1 euro current enjoyment.
Indeed, by decision of May 22, 2023, making use of the delegation of powers granted to it by the General Meeting of
er
March 2023 under its 10
th
resolution, the Board of Directors decided to implement the business combination. The consolidation operations will begin on June 19, 2023, and end on July 17, 2023, the first trading day for the new combined BOOSTHEAT shares being July 18, 2023.
The main features are:
Number of shares subject to the consolidation: 734,974,228 shares with a nominal value of €0.001
[1]
.
ISIN code of the shares subject to consolidation admitted to trading on Euronext Growth Paris:
FR0011814938.Exchange parity: one thousand (1,000) old shares with a nominal value of one thousandth of a euro (€0.001) for one (1) new share with a nominal value of one euro (€1.00) current enjoyment.
Number of shares resulting from the consolidation: 734,974 shares with a nominal value of €1.00.
The number of shares resulting from the consolidation may be adjusted in the event that holders of securities giving access to the capital were to exercise them outside the period of suspension of their right to exercise.
The final number of shares resulting from the consolidation will be recorded by the Board of Directors (or, in the event of delegation, by the Chief Executive Officer) at the end of the consolidation operations.
ISIN code of the new consolidated shares admitted to trading on Euronext Growth Paris: FR001400IAM7
The consolidation is a share exchange operation, with no impact on the amount of the share capital: only the nominal value of the share and, correlatively, the number of shares in circulation, are modified.
This operation will have no impact on the overall value of BOOSTHEAT shares held in the portfolio by shareholders, with the exception of fractional shares. In practice, each shareholder will be automatically allocated by their financial intermediary 1 new share for each block of 1,000 old shares.
Shareholders holding a total number of shares forming an exact multiple of 1,000 will not have to take any action. Shareholders who do not hold a number of old shares corresponding to a whole number of new shares will have to personally buy or sell the old shares forming odd lots in order to obtain a multiple of 1,000 up to the end of the trading period, i.e. July 17, 2023.
After this period, shareholders who would not have been able to obtain a number of shares multiple of 1,000 will be compensated within thirty (30) days from July 20, 2023 by their financial intermediary.
Thus, pursuant to Articles L. 228-6-1 and R. 228-12 of the Commercial Code, at the end of a period of 30 days from July 20, 2023, the new shares which could not be allocated individually and corresponding to fractional rights will be sold on the stock market by financial intermediaries and the sums from the sale will be distributed in proportion to the fractional rights of the holders of these rights. The non-consolidated shares will be delisted at the end of the consolidation period.
The notice relating to the reverse stock split is published on Monday May 29, 2023 in the Bulletin des Annonces Légales Obligatoires available on the website https://www.journal-officiel.gouv.fr/pages/balo/ .
During the consolidation period referred to above, the right to dividends and the right to vote relating, on the one hand, to the new consolidated shares and, on the other hand, to the old shares before the consolidation will be proportional to their respective nominal value, it being specified that:
the new shares with a nominal value of €1 will immediately benefit from double voting rights, subject to being maintained in registered form, if on the date of the consolidation the old shares with a nominal value of €0.001 from which they originated benefited from a right double voting in accordance with the provisions of the Company’s articles of association; in the event of a consolidation of old shares with a nominal value of €0.001 which would have been registered since different dates, the period retained for the assessment of the double voting right will be deemed to begin on the most recent date of registration of the shares old;
at the end of the consolidation period, the non-consolidated shares will lose their voting rights and will no longer be included in the calculation of the quorum and their rights to future dividends will be suspended, it being specified that the consolidated shares will then give the right to one vote each.
All operations relating to the consolidation will take place after Uptevia – 89-91, rue Gabriel-Péri 92100 Montrouge, appointed as agent for the centralization of consolidation operations.
As part of the implementation of this consolidation, holders of securities giving access to the company’s capital, and whose exercise period is in progress, are informed that, in accordance with the provisions of Articles L. 225-149 -1 and R.225-133 of the French Commercial Code, BOOSTHEAT’s Board of Directors has decided to suspend the right to exercise all securities giving access to the company’s capital as of June 13, 2023 ( 00:01 Paris time) and until July 19, 2023 (inclusive).
Indicative timetable for the operation
PERIOD OF SUSPENSION OF EXERCISE OF SECURITIES GIVING ACCESS TO CAPITAL
Opening of the period of suspension of exercise of securities: June 13, 2023
Closing of the period of suspension for the exercise of securities: July 19, 2023 (included)
SHARES TRADING PERIOD
Start of exchange operations: June 19, 2023
End of exchange operations: July 17, 2023 (included)
GROUPING OPERATIONS
Last listing of old shares: July 17, 2023
First listing of new shares: July 18, 2023
Record date: July 19, 2023
FRONT MANAGEMENT
Start date of compensation for fractional shares by financial intermediaries: July 20, 2023
Deadline for compensation of fractional shares by financial intermediaries: August 18, 2023
* * *
Find all BOOSTHEAT information on
https://www.boostheat-group.com/en/
ABOUT BOOSTHEAT
Founded in 2011, BOOSTHEAT is a player in the energy efficiency sector. The Company’s mission is to accelerate the ecological transition through the integration of its technology in highly energy-consuming applications. BOOSTHEAT has designed and developed a thermal compressor protected by 7 families of patents allowing significant optimization of energy consumption to tend towards a reasonable and relevant use of resources.
The Company is listed on Euronext Growth in Paris, (ISIN: FR0011814938).
I CONTACTS
NEWS finance & communication – Anne-Pauline PETUREAUX
Investor Relations
Such. : 01 53 67 36 72 / [email protected]
NEWS finance & communication – Serena BONI
Press relations
Such. : 04 72 18 04 92 / [email protected]
[1]
After taking into account the issue of 252,631,000 shares upon redemption of 48 bonds redeemable in shares on May 24, 2023.
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