Press release amending the press release issued on April 8, 2024 on the signing of a bond loan with Hexagon Conseil
CASH SECURITY SIGNATURE OF A BOND LOAN WITH HEXAGON CONSEIL FOR €1.5M
Ormes, April 19, 2024 – 9 p.m.
Vergnet, an expert in renewable energy production, announces that it has concluded a bond loan for a total amount of one million five hundred thousand euros (€1,500,000) to finance its working capital needs and support the implementation of his turnaround plan. This financing is part of the company’s growth and financing diversification strategy for 2024, which was the subject of a previous communication1.
Main characteristics of the contract
The issue of a maximum of 1,500 senior bonds with an initial nominal value of 1,000 euros by VERGNET, SA with a board of directors with a share capital of 37,172.40 euros, whose head office is located at 12 rue des Cha?taigniers in Ormes (45140) and registered in the Orléans Trade and Companies Register under number 348 134 040 (the “
Issuer
» ), was decided by the general meeting of shareholders of the Issuer on July 27, 2023 and a decision of the Board of Directors of the Issuer on February 5, 2024
In accordance with article L. 211-40-1 of the French Monetary and Financial Code, the provisions of article 1195 of the French Civil Code do not apply to the Conditions below.
1. Context
The Issuer intends to borrow the sums detailed in article 2 below and in this context, issue for the benefit of the subscribers of this loan bonds within the meaning of section IV chapter V, Title II, Book II as well as Chapter VIII Title II, Book II of the Commercial Code (the “
Obligations
“). The bond issue (the “
Bond Loan
) is intended to finance the BFR.
The subscribers to the bonds and their successors and assignees, under the Bond Loan, are hereinafter referred to as the “
Subscribers
” where the ”
Bondholders
“.
2. Amount of the issue
The total amount of the Bond Loan is one million five hundred thousand euros (1,500,000 EUR), it being further specified that additional bonds assimilated to this issue and grouped in the same mass may be issued by the Issuer, without requiring the prior consent of the Bondholders, to the extent that? the additional bonds are issued under conditions
1 Press release dated March 18, 2024.
substantially identical and financial, in accordance with article L.228-46, 2nd paragraph of the French Commercial Code.
3. Status of the Bonds
The Bonds are direct, unconditional, unsecured and unsubordinated obligations of the Issuer, of the same rank as of date and in the future, and will be classified
pari passu
and without any preference between them and (subject to possible legal exceptions) equally and proportionally to all unsecured and unsubordinated debts, present or future due and to become due of the Issuer.
4. Number of Bonds issued
As part of the Bond Loan, a variable number of Bonds may be issued in consideration of the amount raised by the Issuer from the Bondholders during the subscription period detailed below. The nominal value of each Bond issued under the Bond Loan will amount to one thousand euros (1,000 EUR), so that the maximum number of Bonds likely to be issued in the event of subscription by the Bond Holders Bonds will amount to a maximum number of one thousand five hundred (1,500) Bonds.
The Bonds will be subscribed and issued during a period running from February 2024 to December 2026 (the “
Subscription Period
“), it being specified that the first subscription was made at the end of March 2024. The Bonds may have, from one Bondholder to another, a different issue date, depending on the date on which the subscription concerned was carried out by each of the Bondholders (the “
Initial Issue Date
“). Each Bond is identical and grants the same rights to each Bondholder.
5. Release of the subscription price
Each Bond is subscribed and issued for 60% of its nominal value, i.e. a subscription price of six hundred euros (600 EUR) per Bond.
6. Maturity of the Bonds – amortization 6.1 Maturity
Except in the case of compulsory early repayment, set out in article 13 of the terms and conditions governing the Bond Loan (the “
Terms and conditions
“), each Bond will be repaid in 34 monthly installments from its Initial Issue Date (the ”
Final Due Date
“). Subject to what is indicated in article 8 below, these monthly payments will be paid in cash.
6.2 Depreciation
The principal amount of each Bond will be repaid at the end of a franchise period of (3) three months, during which only the payment of interest will take place in respect of the Coupons (as this term is defined in Article 11 of the Terms and Conditions).
At the end of this franchise period of (3) three months after the Initial Issue Date, the Bonds will be repaid in principal and accrued interest as determined in accordance with article 11 (Interest ) of the Terms and Conditions, in thirty-one (31) equal installments paid on the anniversary of the Initial Issue Date (each a “
Reimbursement Date
“).
It is clarified that (a) if the numerically corresponding day of the month is not a business day, the installment will be paid on the immediately preceding business day and (b) if there is no day
corresponding numerically in the calendar month in which the installment is to be paid, the installment will be paid on the last business day of that calendar month.
7. Interest-coupon
Each Bond will bear a fixed annual interest of twelve percent per annum (12% per annum), payable monthly on the residual capital (the “
Coupon
“). Subject to the provisions of Article 13 of the Terms and Conditions, the Coupons will be paid in cash by the Issuer to each Bondholder in thirty-four (34) equal monthly installments.
8. Redemption of Bonds in shares
8.1 Conversion of shares at the option of the Bondholder
Each Bond Holder may one month after the Initial Issue Date and up to one month before the Final Maturity Date, for a number of Bonds that it determines at its discretion, notify its choice to convert these Bonds into actions. The conversion which will take place according to the formula described below and the issue of the corresponding shares will result in definitive reimbursement by the Company of the Bonds concerned. Each Bond will give right to a number of shares corresponding to its residual capital due on the conversion date, determined according to the following formula:
• Residual capital of a Bond / 80% of the average of the 3 lowest vwap over a period of 20 trading days preceding the conversion.
For the purposes hereof, the residual capital corresponds to the nominal value of the Bonds, less repayments made in accordance with the terms and conditions hereof.
8.2 Reimbursement at the discretion of the Issuer
The Issuer may, subject to notifying it five days before each monthly payment, reimburse each monthly payment in shares. The number of shares that the Issuer must then issue will be determined for the monthly payment concerned according to the following formula:
• Amount of the monthly payment / 90% of the average of the 3 vwap preceding the repayment date.
8.3 Common provisions
The new shares issued under Articles 8.1 and 8.2 above are ordinary shares. The total number of new ordinary shares issued by the Issuer is determined by the Representative of the Bondholders, as this term is defined in the Terms and Conditions of the Bonds, in coordination with the Issuer.
For Vincent de Mauny, CEO of Vergnet SA, “in a favorable environment for our business, this new financing agreement should make it possible to diversify our sources of financing in order to sustain our operations, when? we have initiated the reversal of Vergnet”
NB: find the full terms and obligations of the contract on the website www.vergnet.com, investors section
HAS? About Vergnet SA
The Vergnet group is an expert in the production of renewable energies (wind, solar, hybrid) on non-interconnected networks. With unique technologies, the Group has developed the Hybrid Wizard, a hybrid system controlling in real time the share of renewable energies injected into the electricity network while guaranteeing safety and operational security for island or isolated networks.
The Group has already installed 1,000 wind turbines and 402 MW of all energies combined. It is present in more than 50 countries and brings together 200 employees in 11 locations.
Vergnet has been listed on Euronext Growth since June 12, 2007. (FR001400JXA2- ALVER) Vergnet shares are eligible for PEA-PME
CONTACTS
Vergnet Group
Vincent de Mauny Chairman and CEO [email protected]
Aelium
Solène Kennis [email protected]
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Full and original press release in PDF format:
https://www.actusnews.com/news/85180-cp-corrige_vergnet_hexagon-19.04.2024.pdf
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