(Boursier.com) — The company Boostheat announces that the preconditions for its takeover by HBR Investment Group (HBR) have been met, and welcomes the entry into its capital of this new reference shareholder to carry out its turnaround plan still under study with the Commercial Court of Lyon.
Thus, within the framework of the Firm Offer to acquire a minority stake in the capital of Boostheat subject to conditions precedent, Boostheat has been informed by HBR of the lifting of all the conditions precedent to the takeover.
The condition precedent corresponding to the decree, by the Commercial Court of Lyon, of a safeguard plan in accordance with the Binding Offer has not yet been lifted. It will come later.
HBR welcomes the constructive spirit in which negotiations took place with banks and bondholders and thanks them for the efforts made which will enable Boostheat to implement its turnaround plan.
At the same time, the companies Fluxys (2.83% of the capital) and Holdigaz (16.79% of the capital), reference shareholders of Boostheat, concluded an agreement with HBR relating to the sale of all of their shares; it being understood that Fluxys sold its shares immediately and that the sale of Holdigaz shares will take place later. Following these two takeover operations, HBR will hold approximately 19% of Boostheat’s capital.
Boostheat’s Board of Directors, meeting on December 5, 2022, took note of the lifting of all the conditions precedent and the completion of the operation to acquire a stake in the capital of Boostheat.
Hugo Brugière is appointed CEO
In view of the lifting of the conditions precedent, and to give HBR the means to execute the turnaround plan still under discussion with the Commercial Court of Lyon, the Board of Directors has decided to co-opt the Chairman of HBR, Hugo Brugiere, as a director. He was also appointed as Chairman and CEO of the company with immediate effect. Hugo Brugière has solid expertise in listed companies, particularly in a restructuring or turnaround situation.
The Board also took note of the resignation of Luc Reginster, Luisa Helms, Raphaël de Winter, directors, and co-opted Emmanuel Couraud and Baudouin Hallo. Emmanuel Couraud will be in charge of monitoring the pre-industrial phase of Boostheat projects. Baudouin Hallo, Managing Director of HBR, will be in charge of monitoring operations.
At the same time, Eric Lambert, Chief Executive Officer since May 18, 2021, is leaving his mandate but will continue to support the company and its teams in the implementation of Boostheat’s turnaround project through a contract with the company.
New Board of Directors
The Board of Directors is now equal and composed of 6 members, including 3 historical independent directors who mark the continuity with the new governance: Hugo Brugière (Chairman and Chief Executive Officer); Emmanuel Couraud; Baudouin Hallo; Myriam Maestroni (independent director); Isabelle Montfort (independent director); Claudia Zimmer (independent director).
Financial support from the new shareholder
To support Boostheat’s short-term cash flow needs, HBR made a commitment to the Commercial Court on December 6 to pay Boostheat a current account contribution of €1 million, including €500,000 in the coming days. , making it possible to finance the observation period and the start of the recovery plan.
In addition, Boostheat plans to set up a financing line of 30 ME in OCEANE – BSA to finance its cash needs until the end of 2023, replacing its current line, signed with the company IRIS Capital. As a reminder, the resources necessary for the implementation of the turnaround project are estimated at nearly 10 ME, including restructuring, an amount that would be provided by using this line of financing and on which HBR has provided its guarantee, thus allowing at the same time to guarantee the liquidity risk for 12 months.
Next steps
During its hearing on December 6, 2022, the Commercial Court of Lyon ruled on the postponement of its hearing to January 11, 2023. As a result, the observation period continues under the safeguard procedure initiated on October 4 last. In view of this new deadline, the company, with the assistance of the receiver, will work on consolidating the financing plan and the industrial project as well as the development of the safeguard plan in accordance with the offer which should be presented after the hearing set for January 11, 2023. It is recalled that the final adoption of the offer is subject to the order of the safeguard plan by the Commercial Court of Lyon, which could take place in early 2023.
The Board of Directors also plans to convene an Ordinary and Extraordinary General Meeting in the near future to ratify the cooptations of directors and vote on the change of governance.