- Oops!Something went wrong.Please try again later.
In a period where the need to achieve energy savings has never been so strong, ENERGISME announces the establishment of two lines of financing to support its business development
Energisme (FR0013399359 - ALNRG), a company that has developed a SaaS software solution, N'Gage, aimed at accelerating the energy performance of companies thanks to data intelligence, as well as a PaaS platform, Loamics, dedicated to the real-time processing of massive and heterogeneous data, announced today that it has set up two lines of financing to support its commercial development:
The net proceeds of these financing lines replace the previous financing line put in place with the IRIS fund (see press release of January 20, 2022), which is being terminated, and of which only 1.82 million euros were converted out of the 10 million available.
By choosing to finance itself through the two BW and CBW products, Energisme has an adapted and flexible financing system to support and accelerate the steady growth of its turnover. The proceeds of these financings will enable Energisme to:
Stéphane Bollon, CEO of Energisme said: " The selected solutions secure - in a particularly volatile stock market environment - the financing of our commercial development during the second half of this year. We are fully committed to the execution of our strategic plan AMBITION 20-24 and are accelerating the commercialization of our two solutions N'Gage, energy performance software and Loamics, data processing middleware.”
Mustapha Raddi, Co-Founder of Atlas Special Opportunities (ASO) said “ Energy management in current time is crucial with commodities prices at all-time high , we believe Energisme has the potential to help companies and states around the world to save millions of dollars with their innovative solutions , ASO capital will fuel the company’s growth ambitions.”
Legal basis of the issue
On June 28, 2022, the Board of Directors of the Company, making use of the delegation of powers granted by the General Meeting of Shareholders held on June 17, 2022 (the "Meeting"), in its 13th resolution, delegated the issue of a maximum of 1,000 CBW with cancellation of the preferential subscription right in favor of the Investor.
Given the nature of the transaction and of the Investor, this issue does not give rise to the preparation of a prospectus subject to the approval of the Financial Markets Authority.
Financing terms and conditions
A maximum of 1,000 CBW will be issued at the initiative of the Company in fifteen tranches as follows
- the first tranche will have a value of 3 million euros represented by 300 CBW; and
- the fourteen subsequent tranches will each have a value of 0.5 million euros, represented by 50 CBW.
Under the terms of the CBW issuance agreement, each tranche of CBW may only be issued after a period of 30 trading days following the subscription by the Investor of the preceding tranche of CBW. It is also specified that no tranche of CBW may be issued until the first tranche of CBW with a value of 3 million euros has been fully converted into shares of the Company.
The convertible bonds will be accompanied by a number of waeeants equal to 20% of the value of the convertible bonds issued in this tranche, i.e. 0.6 million euros for the first tranche and 0.1 million euros for each of the fourteen subsequent tranches.
The main characteristics of the convertible bonds and warrants are described in Appendix 1.
The Company will maintain on its website a table showing the number of outstanding convertible bonds and warrants, as well as the number of shares issued upon conversion of the convertible bonds and exercise of the warrants. All information concerning each of the drawings made in the context of the execution of this contract of issuance is available on the Company's website (https://energisme.com/).
Legal basis of the issue
On June 28, 2022, the Board of Directors of the Company, using the delegations of powers granted by the General Meeting of Shareholders held on June 17, 2022 (the "Meeting"), in its 9th and 12th resolutions, decided to issue 84 simple bonds with warrants attached (the "BWs") with cancellation of the preferential subscription right in favor of investment funds and by private placement.
Given the nature of the transaction, this issue does not give rise to the preparation of a prospectus subject to the approval of the Financial Markets Authority.
Terms and conditions of the financing
A maximum of 200 BWs will be issued at the Company's initiative:
Each bond has a nominal value of 10,000 euros and 5,000 warrants attached to it.
The main characteristics of the Bonds and the attached warrants are described in Appendix 2.
The Company will maintain on its website a table tracking the outstanding BWs, as well as the number of shares issued upon exercise of the BWs. All information concerning each of the OBSA subscriptions and the execution of the terms and conditions of the BWs is available on the Company's website (https://energisme.com/).
For information purposes only and only in the event that all the financing lines are fully drawn down, which is not the objective, and based on the assumption of a conversion price of the CBWs of 0.85 euros, the impact of the issuance of new ordinary shares in the context of the conversion and full exercise of the CBWs and BWs is as follows
The public's attention is drawn to the risk factors relating to the company and its business, described in the 2022 Annual Financial Report available on the Company's website (https://energisme.com/). The occurrence of some or all of these risks could have an adverse effect on the company's business, financial condition, results, development or prospects.
In addition, the public's attention is drawn to the following main risks linked to the implementation of the financing described above
1 Atlas Capital Markets (ACM) was founded by Mustapha Raddi in 2012, a pioneer in innovative financing solutions. The fund is based in London, Since 2016 ACM signed an exclusive joint venture agreement with Arena Investors LP, a $4 Billion dollar investment fund in New York. Together they have created Atlas Special Opportunities LLC (ASO) which offers funding solutions to small and mid-cap businesses across the globe. The Venture has invested in over 60 companies across Europe and USA.
ENERGISME has developed and markets a SaaS software solution (N'Gage) aimed at accelerating the energy performance of companies (energy service providers, energy suppliers and distributors, industrialists and property managers) thanks to data intelligence, as well as a PaaS platform (Loamics) dedicated to real-time processing of massive and heterogeneous data. Thanks to the decisive technological and operational advantages of its platform, ENERGISME has built up a loyal following of large accounts. The solution is also marketed by leading players under white label. ENERGISME (ISIN Code: FR0013399359/ Mnemonic: ALNRG) has been listed on the Euronext Growth market since July 2020.
ENERGISME is a company eligible for the PEA-PME and is also qualified as a BPI Innovative Company and BPI Excellence.
More information: Investors - Energisme
This press release, and the information contained herein, does not constitute an offer to sell or subscribe, or the solicitation of an order to buy or subscribe, Energisme securities in any country.
In accordance with the provisions of Article L.411-2 of the French Monetary and Financial Code and Article 211-2 of the General Regulation of the Autorité des Marchés Financiers ("AMF"), this issue will not give rise to a prospectus approved by the AMF.
The distribution of this press release in certain countries may constitute a violation of applicable legal provisions. Persons physically present in such countries and in which this press release is disseminated should inform themselves of and observe any such restrictions.
This press release does not constitute a prospectus within the meaning of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation").
With respect to Member States of the European Economic Area other than France (the "Member States"), no action has been taken or will be taken to permit an offer of the securities to the public that would require the publication of a prospectus in any of these Member States. Accordingly, the securities cannot and will not be offered in any Member State (other than France), except in accordance with the exemptions provided for in Article 1(4) of the Prospectus Regulation, or in other cases not requiring the publication by Energisme of a prospectus under Article 3 of the Prospectus Regulation and/or the regulations applicable in those Member States.
This announcement is not an offer of securities to the public in the United Kingdom. It is directed only at persons who are (i) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) persons who are not investment professionals within the meaning of Article 49(2)(c) of the Order. "(iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of financial securities may lawfully be addressed (all such persons together being referred to as "Relevant Persons"). Any person other than a Relevant Person must not use or rely on this announcement in the United Kingdom. Any investment or investment activity in connection with this announcement may only be made by Relevant Persons.
The securities to be issued under this offering agreement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States of America without registration or an exemption from registration under the U.S. Securities Act. Energisme does not intend to register the offering, in whole or in part, in the United States of America, nor does it intend to make a public offering in the United States of America.
The distribution of this press release in certain countries may violate applicable law. The information contained in this press release does not constitute an offer of securities in the United States, Canada, Australia, Japan or any other country. This press release may not be published, transmitted or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
Finally, this press release may be written in French and English. In the event of differences between the two texts, the French version shall prevail.
CHARACTERISTICS OF CBW
Caracteristics of convertible bonds
Characteristics of the warrants
CHARACTERISTICS OF THE BW
Characteristics of Single Bonds
Characteristics of the warrants
Regulatory filing PDF file