Lannion, June 12, 2020 – 7:30am
LUMIBIRD'S RIGHTS ISSUE A MAJOR SUCCESS WITH 36.3 MILLION EUROS RAISED FOR ITS EXTERNAL GROWTH
- Subscription rate of 195%
- Extension clause exercised in full
- 4,037,015 new shares issued at 9.00 euros per share
The LUMIBIRD Group, the European leader for laser technologies, is announcing the success of its rights issue with preemptive subscription rights maintained launched on May 21, 2020. Total demand came to approximately 61.6 million euros, representing a subscription rate of 195%. The Group’s executive leadership team therefore decided to exercise the extension clause in full, taking the gross amount raised up to 36.3 million euros.
For Marc Le Flohic, Lumibird’s Chairman and CEO: “The funds raised through this operation will enable us to continue moving forward with our external growth strategy, capitalizing on new opportunities for acquisitions on our strategic markets. I would like to thank our shareholders - both professionals and individuals - for their confidence, trust and loyalty, especially during the crisis period facing the world today. These new financial resources are even more valuable in this context”.
3,342,172 new shares were subscribed for on an irreducible basis, representing 95.2% of the new shares to be issued. Demand on a reducible basis concerned 3,503,841 new shares: these requests were fulfilled based on 694,843 new shares.
The gross proceeds from the rights issue totaled 36,333,135 euros, including the issue premium, corresponding to the issuing of 4,037,015 new shares at the subscription price of 9.00 euros per new share.
The 36.3 million euros raised will be allocated in priority and in full to financing potential external growth operations1, notably with a view to acquiring new laser technologies. The proceeds from the rights issue will be retained by Lumibird until opportunities for external growth arise or until Lumibird decides to reallocate these funds, notably for investment internally in research and development projects. If the funds are reallocated, Lumibird will publish a press release to cover this. The proceeds from the rights issue will not be used to finance or refinance Lumibird’s acquisition of Ellex’s laser and ultrasound activities, or to finance the Company’s working capital and operating expenditure.Following the rights issue, Lumibird’s share capital will represent 22,466,882 euros, split into 22,466,882 shares with a par value of 1 euro.
The new shares’ settlement-delivery and listing on the regulated market Euronext Paris are scheduled for June 16, 2020. The new shares will be entitled to dividends from delivery and will be entitled, from issue, to all payouts decided by Lumibird from this date. They will be immediately assimilated with Lumibird’s existing shares and will be traded under the same listing with ISIN FR0000038242.
Through this operation, ESIRA, the company controlled by Mr Marc Le Flohic, Lumibird’s Chairman and CEO, subscribed on an irreducible basis for 7,452,816 preemptive subscription rights (including 26 preemptive subscription rights forming fractions acquired on the market) making it possible to subscribe for 1,419,584 new shares and placed a subscription order on a reducible basis for 679,160 new shares that was fulfilled based on 477,328 new shares. EURODYNE, the company whose capital is fully owned by ESIRA, which is also its Chairman, subscribed on an irreducible basis for 2,804,160 preemptive subscription rights (including 1,783,488 preemptive subscription rights corresponding to the shares held by EURODYNE prior to the operation and 1,020,542 preemptive subscription rights acquired on the market) making it possible to subscribe for 534,100 new shares.
As a result of the subscriptions, the interests held by ESIRA and EURODYNE in the Company’s share capital and voting rights will change as follows, following the settlement-delivery of the new shares:
| Before the rights issue | After the rights issue | |||||
| Number of shares | % of capital | % of voting rights (1) | Number of shares | % of capital | % of voting rights (2) | |
| ESIRA(3) | 7,452,790 | 40.44% | 36.70% | 9,349,702 | 41.62%(4) | 38.41% |
| EURODYNE(5) | 1,783,488 | 9.68% | 16.51% | 2,317,588 | 10.32% | 15.97% |
| ESIRA/EURODYNE concert | 9,236,278 | 50.12% | 53.21% | 11,667,290 | 51.93% | 54.38% |
| Treasury shares | 193,990 | 1.05% | - | 192,484 | 0.86% | - |
| Public | 8,999,599 | 48.83% | 46.79% | 10,607,108 | 47.21% | 45.62% |
| Total | 18,429,867 | 100% | 100% | 22,466,882 | 100% | 100% |
(1) The percentages of voting rights before the rights issue expressed in this chart are calculated taking into account treasury shares held by the Company and are based on a total of 20,305,705 voting rights before the rights issue.
(2) The percentages of voting rights after the rights issue expressed in this chart are calculated taking into account treasury shares held by the Company and are based on a total of 24,342,720 voting rights after he rights issue.
(3) ESIRA is a French-law simplified joint-stock company (société par actions simplifiée) controlled by Mr Marc Le Flohic, Chairman and CEO of the Company.
(4) ESIRA, whose shareholding to date is between 30% and 50% of the Company's share capital and voting rights, will individually cross upwards, on the settlement-delivery date of the new shares, the threshold of 1% of the Company's share capital and voting rights, which will trigger an obligation to file a public offer for Lumibird shares pursuant to Articles 234-2 and 234-5 of the AMF's general regulations. In this context, ESIRA requested and obtained from the AMF on 9 June 2020 an exemption from the obligation to file a mandatory public offer pursuant to the provisions of Article 234-9 6° of the AMF's General Regulations, insofar as ESIRA and EURODYNE hold in concert, prior to the capital increase, the majority of Lumibird's voting rights.
(5) EURODYNE is a French-law simplified joint-stock company (société par actions simplifiée) whose capital is fully owned by ESIRA, which is also its Chairman.
Financial intermediary
| Lead Manager and Bookrunner LOUIS CAPITAL MARKETS UK LLP | Financial advisor MIDCAP PARTNERS |
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LUMIBIRD is one of the world's leading specialists in lasers. With 50 years of experience and a mastering of solid state laser, laser diodes and fiber laser technologies, the Group designs, manufactures and markets high performance lasers for scientific (laboratories and universities), industrial (manufacturing, defense, Lidar sensors) and medical (ophthalmology) markets.
Born from the combination of Keopsys Group with Quantel in October 2017, LUMIBIRD has more than 560 employees and over €110 million of revenues and is present in Europe, America and Asia.
LUMIBIRD shares are listed on the Euronext Paris B Compartment. FR0000038242 – LBIRD www.lumibird.com
Contacts
| LUMIBIRD Marc Le Flohic Chairman and CEO Tel. +33(0) 1 69 29 17 00 info@lumibird.com | LUMIBIRD Aude Nomblot-Gourhand Secretary General – CFO Tel. +33(0) 1 69 29 17 00 info@lumibird.com | Calyptus Mathieu Calleux Investors Relations Tel. +33(1) 53 65 37 91 lumibird@calyptus.net |
This press release is intended exclusively for information. This press release constitutes an advertisement as defined by Regulation (EU) 2017/1129 of June 14, 2017 and cannot be considered to constitute a public offering, an offer for subscription, an offer for sale or a solicitation of public interest with a view to an operation through a public offering of financial securities in any country whatsoever.
Neither the New Shares nor the preemptive subscription rights have been or will be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. The Universal Registration Document, the amendment to the Universal Registration Document, the transaction memorandum, the summary of the Prospectus and any other document prepared in connection with this operation must not be distributed in the United States of America.
The publication or distribution of this press release in certain countries may be prohibited in accordance with legislation. The information contained in this press release does not constitute an offer of securities in France, the United States of America, Canada, Australia or Japan or any other country. This press release is not intended to be published, released or distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan. This document does not constitute an offer for sale or a public offering for Lumibird shares in the United States of America or any other country.
1 To date, there are no projects for external growth other than those that have already been publicly announced, for which the Company has made firm commitments.
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