Cholet (France), November 30, 2020,
OCTOPUS BIOSAFETY (formerly known as OCTOPUS ROBOTS), expert in artificial intelligence and manufacturer of autonomous disinfection robots dedicated to human health and animal welfare, announces the launch of a capital increase with maintenance of the preferential subscription rights of shareholders (the ” DPS “) For a maximum gross amount of 1,621,974 euros, by issuance of 1,621,974 ordinary shares, at a price of 1 euro per share, with a subscription parity of 2 New Shares for 3 existing shares (the” Increase in capital “)
Exemption from publication of a prospectus:
Pursuant to the provisions of article L.411-2-1 1 ° of the Monetary and Financial Code and article 211-3 of the General Regulations of the Autorité des Marchés Financiers (AMF), the Capital Increase shall not does not give rise to the establishment of a prospectus subject to the approval of the AMF because the total amount of the offer, calculated over a period of 12 months, does not exceed 8,000,0000 euros.
Reason for the capital increase with maintenance of the preferential subscription rights:
The purpose of the Capital Increase is to strengthen OCTOPUS BIOSAFETY’s equity. Indeed, the lengthening of the development cycle of poultry robots and the opportunity to develop a disinfection solution to fight COVID have strongly impacted the company’s equity.
The commercial launch of disinfection solutions associated with that of autonomous poultry robots, the first units of which could be delivered during the first quarter of 2021, require strengthening the company’s equity. Carrying out the capital increase is therefore fundamental to ensuring the sustainability of the company.
The use of the funds that will be collected is planned as follows:
- Poultry robot R&D (New generation of navigation module): 600 k €;
- Virugun patented technology and variation in Biosafety Mini and Mini Pro products: 200 k €;
- commercial poultry investment: 300 k €;
- financing of stock and working capital: 400 k €;
- financing of the operation: 100 k €.
The amounts indicated above will be adapted according to the results of the capital increase.
The main risk factors associated with the issue are listed below:
- the preferential subscription rights market could offer only limited liquidity and be subject to great volatility
- shareholders who do not exercise their preferential subscription rights would see their stake in the company’s capital diluted
- the market price of the Company’s shares could fluctuate and fall below the subscription price of the shares issued upon exercise of preferential subscription rights;
- the volatility and liquidity of the Company’s shares could fluctuate significantly
- in the event of a drop in the market price of the company’s shares, the preferential subscription rights could lose part or even all of their value.
The main risk factors concerning the company are succinctly listed below:
- OCTOPUS BIOSAFETY is an innovative company whose products are new and require their acceptance by the market, which may take several years;
- the company’s equity, closed on 12/31/2019, is negative;
- the turnover of the company was almost non-existent during the last three financial years;
- the company’s forecast turnover for the 2020 financial year should generate a gross operating margin which will not yet be sufficient to cover the operating expenses for the year;
- the COVID pandemic and the closing of borders present an opportunity but also a risk for the international development of society. The company’s development plan incorporates this risk;
- robots have been undergoing numerous qualification tests for months. Their development and commercialization may take longer than expected;
- a dispute opposes OCTOPUS BIOSAFETY to the company ROBOT CAPITAL (ROBOT LAB) for a service which was to be carried out in 2015 and on the execution of which there is a serious disagreement. This dispute is in the amicable settlement phase. However, in the event of a persistent disagreement, the risk for OCTOPUS BIOSAFETY of an unfavorable outcome to this dispute should not exceed € 200k.
An investment in OCTOPUS BIOSAFETY shares presents a very high level of risk for the reasons mentioned above.
CONDITIONS OF THE CAPITAL INCREASE:
Nature of the operation :
The fundraising proposed by the company OCTOPUS BIOSAFETY consists of a capital increase by issuing new ordinary shares (the “New Actions »), With maintenance of shareholders’ preferential subscription rights (DPS).
Before the proposed transaction, the share capital of OCTOPUS BIOSAFETY is composed of
2,432,961 shares, fully subscribed and paid up, with a nominal value of fifty euro cents (0.50 euros) each. Pursuant to article 9 VII of the bylaws, a double voting right is attached to all registered and fully paid shares registered in the name of the same holder for at least two (2) years.
The operation involves the issue of 1,621,974 New Shares at a price of 1 euro per New Share (including 0.50 euros of issue premium and 0.50 euros of nominal value), at the rate of 2 New Shares for 3 existing shares owned, 3 preferential subscription rights allowing subscription to 2 New Shares, i.e. a capital increase for a nominal amount of 810,987 euros, gross issue proceeds of 1,621,974 euros, and net proceeds from issue (costs deducted) of approximately 1,500,000 euros.
Legal framework of the offer:
This Capital Increase was decided by the Board of Directors of OCTOPUS BIOSAFETY, at its meeting on Monday November 30, 2020, within the framework of the use of the delegation granted to it under the 11th resolution adopted. by the Combined General Meeting of Shareholders of September 29, 2020.
Following receipt, by the company, (i) letters of renunciation concerning the exercise of securities giving access to the company’s capital in the long term and options to subscribe for shares of the company and (ii) letters of waiver of the effective allocation of free shares, as noted by the Board of Directors meeting on November 16, 2020, no measure to preserve the rights of holders of such instruments is to be implemented by the company in respect of the Capital Increase.
In addition, as of November 30, 2020, there are 235 treasury shares held by the company.
The subscription price for the New Shares has been set at one euro per New Share (ie 0.50 euros nominal and 0.50 euros issue premium), to be paid in full upon subscription.
Subscription for new shares may be made either in cash or by offsetting certain, liquid and payable debts.
This subscription price represents a discount of 64.29% compared to the last listing price of Friday, November 27, 2020 (corresponding to the last listing price before the date on which the Board of Directors decided on this transaction), i.e., 2 , 80 euros.
Theoretical value of the preferential subscription right and the ex-right share:As an indication, based on the closing price of the Octopus Biosafety share on Friday, November 27, 2020 (corresponding to the last listing price before the date on which the Board of Directors decided on this transaction), i.e. € 2.80 :
- The theoretical value of the ex-right share is € 2.08
- The theoretical value of the DPS is 0.72 euros
It is specified that these values do not necessarily reflect the value of the preferential subscription right during its negotiation period, nor the value of the share ex right, nor of the discounts, as they will be recorded on the market.
The subscription of New Shares is reserved, by preference, to holders of existing shares recorded in their securities account at the end of Wednesday, December 2, 2020 or to assignees of preferential subscription rights (PSR).
Holders of preferential subscription rights may subscribe on an irreducible basis, at the rate of 2 New Shares for 3 existing shares owned, ie 3 DPS will allow them to subscribe to 2 New Shares, without taking fractions into account.
The preferential subscription rights may only be exercised up to a number of preferential subscription rights allowing the subscription of a whole number of New Shares.
Shareholders or transferees of preferential subscription rights who do not have, by virtue of the irreducible subscription, a sufficient number of existing shares or preferential subscription rights to obtain a whole number of New Shares, will have to take care of the acquisition or the sale on the market of the number of preferential subscription rights making it possible to reach the multiple leading to a whole number of New Shares.
A reducible subscription right to the New Shares is instituted for the benefit of the shareholders, which will be exercised in proportion to their rights and within the limit of their requests.
At the same time as they will deposit their irreducible subscriptions, shareholders or transferees of DPS may subscribe on a reducible basis the number of New Shares they wish, in addition to the number of New Shares resulting from the exercise of their preferential subscription rights on an irreducible basis.
Any New Shares not absorbed by subscriptions on an irreducible basis will be distributed and allocated to subscribers on a reducible basis. Reducible subscription orders will be served within the limits of their requests and in proportion to the number of existing shares whose rights have been used in support of their irreducible subscription, without any allocation resulting from this. fraction of New Action.
A notice published by Euronext will disclose, where applicable, the scale of allocation for reducible subscriptions.
Subscription period :
The subscription period for the New Shares will be open from Monday December 7, 2020 to Friday December 18, 2020 inclusive.
Exercise of preferential subscription rights:
To exercise their preferential subscription rights (DPS), holders must submit a request to their authorized financial intermediary at any time during the subscription period, i.e. between Monday December 7, 2020 and Friday December 18, 2020 included and pay the corresponding subscription price. Each subscription must be accompanied by payment of the subscription price by payment of cash or by offsetting against certain, liquid and payable claims on the company. Subscriptions which have not been fully paid will be automatically canceled without the need for formal notice.
The preferential subscription right must be exercised by its beneficiaries, on pain of forfeiture, before the end of the subscription period. The preferential subscription right will be negotiable from Thursday 3 December 2020 to Wednesday 16 December 2020 inclusive, under the same conditions as the old shares. The assignor of the preferential subscription right will be relinquished in favor of the assignee who, for the exercise of the preferential subscription right thus acquired, will be purely and simply substituted in all the rights and obligations of the owner of the existing share. Preferential subscription rights not exercised at the end of the subscription period will automatically lapse.
The preferential subscription rights detached from the company’s treasury shares will be sold on the stock market before the end of the subscription period under the conditions of article L.225-210 of the French Commercial Code.
Listing of preferential subscription rights (DPS) :
The preferential subscription rights will be detached on Thursday December 3, 2020 and can be traded on Euronext Access Paris, under ISIN code FR0013310281 from Thursday December 3, 2020 to Wednesday December 16, 2020 inclusive. At the end of the subscription period, non-exercised DPS will lapse and their value will be zero.
Limitation of the amount of the Capital Increase:
In the event that subscriptions, both irreducible and reducible, have not absorbed the entire issue, the Board of Directors may limit the amount of the issue to the amount of subscriptions received, in accordance with the Article L. 225-134 of the French Commercial Code, on condition that this reaches at least 75% of the amount of the issue decided.
Domiciliary establishments. – Subscription payments :
Subscriptions for New Shares and payments of funds by subscribers, whose securities are registered in administered registered form or in bearer form, or their authorized service provider acting in their name and on their behalf, will be received until the closing date. of the subscription period included with their authorized intermediary.
Subscriptions for New Shares and payments from funds by subscribers whose shares are registered in pure registered form will be received free of charge until the closing date of the subscription period included with CACEIS Corporate Trust (14 rue Rouget de Lisle – 92862 Issy-les-Moulineaux Cedex 09).
The New Shares will be fully paid up upon subscription, by payment in cash or by offsetting against certain, liquid and payable claims on the company, for the full nominal value and the issue premium, it being specified that the The amount of the issue premium paid, after deduction of the costs, rights and fees for the capital increase, will be entered on the liabilities side of the balance sheet in a special “Issue premium” account to which the rights of the old and new shareholders will relate.
In the event of payment in cash, the funds paid in support of subscriptions will be centralized at CACEIS Corporate Trust (14 rue Rouget de Lisle – 92862 Issy-les-Moulineaux Cedex 09), which will establish the certificate of the depositary of the funds noting the issue of the corresponding New Shares.
In the event of release by offsetting with certain, liquid and payable debts on the company, the Board of Directors will establish an account statement in accordance with article R.225-134 of the Commercial Code. The Company’s Statutory Auditor will certify this account statement as correct, in view of which he will establish a certificate recording the release of the shares by offsetting certain, liquid and payable debts on the company and in lieu of the depositary’s certificate.
Subscriptions for which payments have not been made will be automatically canceled without the need for formal notice.
Investment restrictions :
The sale of New Shares and preferential subscription rights may, in certain countries, be subject to specific regulations.
Each shareholder or assignee of DPS is requested to comply with the laws and regulations applicable to him.
This issue is not subject to a performance guarantee within the meaning of Article L. 225-145 of the French Commercial Code.
Commitments brought to the attention of OCTOPUS BIOSAFETY:
- Mr. Olivier Somville, who held, on the evening of November 27, 2020, 302,696 shares, in registered form, out of the 2,432,961 shares issued by the company, i.e. 12.44% of the company’s capital, has made a commitment. – taking into account the economic situation of the company, as explained above and in order to promote the effective completion of the Capital Increase, to be sold to Mr. Antoine Ullens and / or his sons (i.e., Messrs Frédéric, Wolfgang, Lancelot and Constantin Ullens), as part of the Capital Increase operation, the 302,696 preferential subscription rights attached to his shares, in return for a total price of 100 euros and the commitments of Mr. Ullens and his sons , as described below;
- Mr. Jean-Robert Cesbron and his mother, Mrs. Denise Cesbron, who respectively held, on the evening of November 27, 2020, 11,755 and 12,800 shares, in registered form, out of the 2,432,961 shares issued by the company, i.e. 0.48 respectively % and 0.53% of the capital of the company, have undertaken, given the economic situation of the company, as explained above and in order to promote the effective completion of the Capital Increase, to sell , to Messrs Antoine Ullens and / or his sons, in the context of the Capital Increase operation, a total number of 23,055 out of the 24,555 preferential subscription rights attached to their shares, in return for a total price of one hundred euros and the commitments of Mr. Ullens and his sons, as described below;
- Messrs Antoine Ullens and his sons are committed:
-> to acquire, a total number of 302,696 preferential subscription rights from Mr. Olivier Somville and a total number of 23,055 preferential subscription rights from Mr. Jean-Robert Cesbron and Mrs. Denise Cesbron, for the aforementioned price, and,
-> to subscribe, on an irreducible basis, a total number of 800,676 New Shares (subject to fractions), by exercising the 1,201,014 preferential subscription rights that they will hold following the aforementioned acquisition, and, on a reducible basis , a total number of 415,824 New Shares (subject to fractional shares), so that the sum of their subscriptions globally covers, on an irreducible and reducible basis, at least 75% of the Capital Increase as decided by the Board of Directors on November 30, 2020. Their subscriptions will be released by offsetting against the current account advances they will hold on the Company (which currently represents an amount of approximately 663,000 euros, to which will be added the amount of any other current account advance receivable that they may grant to the company between this day and the day of their future subscriptions) and, for the remainder, by cash payment.
Messrs Antoine, Frédéric, Wolfgang, Lancelot and Constantin Ullens have indicated that they are not bound by a shareholders’ agreement and that they act freely and independently of each other.
The company is not aware of the intentions of its other shareholders.
Settlement-delivery of New Shares
According to the indicative issue calendar, the settlement-delivery date of the New Shares is scheduled for Monday, December 28, 2020.
Characteristics of the new shares – Entitlement
The new shares will carry current dividend rights and will be assimilated to the existing shares of the company.
Listing of new shares
The new shares will be the subject of an application for admission to trading on the Euronext Access Paris market on December 28, 2020. They will be immediately assimilated to the existing shares of the company already traded on the Euronext Access Paris market and negotiable, from from this date, on the same quotation line as these shares under the same ISIN code FR0013310281 – mnemonic MOCT
- IMPACT OF THE ISSUE ON EQUITY PER SHARE
As an indication, the impact of the capital increase on the share of shareholders ‘equity per share (calculations made on the basis of shareholders’ equity at 12/31/2019 and the number of shares making up the share capital of the company) would be as follows:
|Share of equity per share (in euros) *||€|
Before issuance of the New Shares resulting from this capital increase
After issuance of 1,216,481 New Shares resulting from this capital increase
After issuance of 1,621,974 New Shares resulting from this capital increase
*: on the basis of an amount of negative shareholders’ equity of -645,743 € at 12/31/2019 and a number of 2,432,961 shares.
- IMPACT OF THE ISSUE ON THE SHAREHOLDER’S SITUATION (FOR THE SHAREHOLDER WHO DOES NOT SUBSCRIBE TO THE CAPITAL INCREASE)
As an indication, the impact of the capital increase on the participation of a shareholder holding 1% of the capital of the company at the time of the launch of the capital increase and who would not subscribe to it would be as follows :
|Shareholder participation||(in %)|
Before issuance of the New Shares resulting from this capital increase
After issuance of 1,216,481 New Shares resulting from this capital increase
After issuance of 1,621,974 New Shares resulting from this capital increase
INDICATIVE CALENDAR OF OPERATIONS
Monday, November 30, 2020
Decision of the Board of Directors to implement the transaction
Monday, November 30, 2020 (after market)
Distribution of the press release relating to the transaction
Tuesday 1er december 2020
Publication by Euronext of the notice of issue of the New Shares
Wednesday 2 December 2020
Publication of the notice in the BALO
Thursday 3 December 2020
Detachment of preferential subscription rights (PSR) and opening of the PSR negotiation period
Monday, December 7, 2020
Opening of the share subscription period
Wednesday December 16, 2020
End of the negotiation period for preferential subscription rights
Friday, December 18, 2020
End of the share subscription period
Wednesday 23 December 2020
Distribution of the press release and the Euronext notice relating to the result of the transaction
Monday, December 28, 2020
Settlement-delivery of the transaction
Listing of New Shares
Publication of the notice in the BALO in application of article R.225-120 of the Commercial Code
A notice to shareholders will be published in the Bulletin d’Annonces Légales on Wednesday, December 2, 2020, in application of article R225-120 of the French Commercial Code.
The shares of S.A. OCTOPUS BIOSAFETY are listed on Euronext Access Paris (ISIN code FR0013310281 – Ticker: MLOCT).
More information on www.octopusrobots.com
About Octopus Biosafety – www.octopusrobots.com
French AgTech, Octopus Biosafety specializes in the design, manufacture and marketing of mobile, versatile and autonomous robots equipped with proprietary artificial intelligence.
These robots are equipped with a patented device for decontaminating large-volume premises (livestock buildings, agro-industries, establishments open to the public, airports, etc.).
This solution makes it possible to fight effectively against multi-resistant bacteria, pandemics and bioterrorism. Multiple on-board sensors guarantee full data traceability.
Youtube : https://www.youtube.com/c/OCTOPUSROBOTS LinkedIn : https: //www.linkedin.com/company/octopus-robots
Press kit: www.octopusrobots.com/presse/
Access Euronext Paris compartment
ISIN code: FR0013310281, Ticker: MLOCT
Eligible for PEA PME
Olivier Somville – CEO
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Full and original press release in PDF format: https://www.actusnews.com/news/66284-octopus-robots_ak_v19_30112017532.pdf