Montigny Le Bretonneux, February 21, 2023
DOLFINES raises equity financing for the proposed acquisition of an international expertise company in the EHS market
On February 16, DOLFINES announced the validation by its Board of Directors of the signing of a Letter of Intent (LOI) and entry into the exclusivity period, the purpose of which is the planned acquisition of 100% of the capital and voting rights of a company with international expertise in the EHS (Environment, Health and Safety) market.
DOLFINES announces today that it has raised, in the form of an OCABSA line of 2 million euros, the financing from its own funds to cover this operation.
In this respect, DOLFINES recalls that in a press release dated February 14, 2023, the Autorité des marchés financiers recommends that companies that resort to financing by issuing equity securities or giving access to capital staggered over time to adopt a communication and a standard risk warning.
This warning is shown below:
“The DOLFINES company has set up financing in the form of OCABSA with the Negma company which, after having received the shares resulting from the conversion or the exercise of these instruments, is not intended to remain a shareholder of the company. .
The shares resulting from the conversion or exercise of the aforementioned securities will generally be sold on the market at very short notice, which may create strong downward pressure on the share price.
Shareholders may suffer a loss of their invested capital due to a significant decrease in the value of the company’s share, as well as high dilution due to the large number of securities issued for the benefit of the Negma company.
Investors are advised to be very vigilant before making the decision to invest in the securities of the company admitted to trading which carries out such dilutive financing transactions, particularly when they are carried out successively. The company recalls that this dilutive financing transaction is not the first it has implemented. »
DOLFINES wishes, however, to recall the terms of its press release of February 16, in which it was stated in particular:
“The financing of this operation will be covered by the ongoing financing of Negma, which could consider taking a minority stake in DOLFINES, thus confirming its plan to support the industrial development of the company over the long term. »
The main characteristics of this €2 million tranche of OCABSA are as follows:
DOLFINES recalls having signed, on June 15, 2021, a bond loan for a maximum amount of 36 million euros, in the form of OCABSA with a nominal value of 2,500 euros each, allowing immediate fundraising in tranches of maximum 2,000,000 euros, through the issue of 800 OCABSA in favor of NEGMA GROUP LTD.
The bond loan will consist of a maximum of eighteen (18) tranches capped at 2,000,000 euros each, consisting of bonds convertible into shares (“OCA”) to which are attached share subscription warrants (“BSA”). ). The Company will decide on the issue of tranches at any time, it being specified that a period of forty-four (44) trading days must elapse between two tranches.
The OCAs with a nominal value of 2,500 euros each will be subscribed at par and will have a maturity of twelve (12) months. At maturity, the OCAs will be converted by their holder into shares of the Company on the basis of a conversion ratio corresponding to 92% of the lowest VWAP (average price weighted by the volume of the share) of the fifteen (15 ) trading days preceding the conversion date.
The OCAs are not the subject of an application for admission to trading on the Euronext Growth market and consequently will not be listed.
The number of BSAs to be issued during each tranche drawing will be equal to the number of OCAs issued divided by the exercise price of the BSA corresponding to 115% of the VWAP for the fifteen (15) trading days preceding the request for issue of the slice concerned. The Warrants are not transferable without the prior consent of the Company. They are not the subject of an application for admission to trading on a regulated market. They can be exercised at any time from the date of issue and within 60 months following their issue.
In 2022, DOLFINES drew 2,454 OCAs under this financing contract, all converted into shares.
On February 20, 2023, DOLFINES again implemented this financing contract and 800 OCAs were issued, accompanied by the issue of BSA. The funds raised during the drawing of this tranche of OCABSA will help finance the acquisition of a company with international expertise in the EHS (Environment, Health and Safety) market, an operation for which a Letter of Intent ( LOI) and entry into the exclusivity period, the purpose of which is the project to acquire 100% of the capital and voting rights of this company, was validated by the Board of Directors of DOLFINES on February 15, 2023.
This issue does not give rise to the issuance of a prospectus subject to the approval of the Autorité des marchés financiers.
The table for monitoring bond drawdowns and conversions appears on the DOLFINES website www.dolfines.com.
About Dolphins
:
www.dolfines.com
Founded in 2000, DOLFINES is an independent specialist in engineering and services for the renewable and conventional energy industry. Faced with the challenges of decarbonization of the energy sector and by capitalizing on its strong expertise, Dolfines wants to play a key role in this energy transition by designing and providing services and innovative solutions for the exploitation of energy sources. renewables onshore and offshore, above and below sea level.
Respecting the highest standards of quality and safety, Dolfines is labeled an innovative company and certified ISO 9001 for its technical assistance, audit, inspection and engineering activities.
Euronext Growth
TM
DOLFINES is listed on Euronext Growth
TM
– ISIN Code: FR0014004QZ9 – Mnemo: ALDOL
DOLFINES is eligible for the PEA-PME
contacts:
DOLFINES:
Delphine Bardelet Guejo, CFO – [email protected]
COMALTO:
Jean-François Carminati, Shareholders Relations – + 33 (0) 6 63 87 57 60 – [email protected]
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Full and original press release in PDF format:
https://www.actusnews.com/news/78661-dolfines_cp_ financementprojetacquisition.pdf
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