ENOGIA: Resounding success of the capital increase with preferential subscription rights, in a total amount close to €4.6 million

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Resounding success of the capital increase with preferential subscription rights,
in a total amount close to €4.6 million

• Overall demand of €6.7 million, i.e. oversubscription of around 170% 

• Strengthened governance with investments by Éric Blanc-Garin and Yazid Sabeg and seats for them on the Board of Directors

• ENOGIA well positioned to accelerate its commercial development in a buoyant market              

Marseille, 28 July 2023 – 6 p.m.

ENOGIA (ISIN code: FR0014004974 – ticker: ALENO), an expert in micro-turbomachinery for the energy transition, is announcing the resounding success of its capital increase in cash with preferential subscription rights (the “Transaction”) in a total amount close to €4.6 million after full exercise of the extension clause. This fundraising is accompanied by investments in the company by Éric Blanc-Garin and Yazid Sabeg, who now hold 11.93% of the capital and 8.58% of the voting rights via their jointly owned holding company, Duna & Cie, and who will now occupy two seats out of a total of seven on the Board of Directors.

Arthur Leroux, ENOGIA Chairman and CEO, said: “We are delighted with the great success of this capital increase, which attracted support from existing shareholders as well as from new investors such as Éric Blanc-Garin and Yazid Sabeg, two seasoned entrepreneurs who will now support ENOGIA in its commercial development and the acceleration of its growth, as well as entrepreneurs from Région Sud. On behalf of our employees, I would like to thank them for their confidence. Together, we are going to use this new round of funding to achieve ENOGIA’s aim of becoming the undisputed leader in turbomachinery for the ecological transition, thanks to its technological lead in converting heat into electricity.”

Stronger financial position and governance to drive ENOGIA’s commercial development

The great success of the capital increase enables ENOGIA to strengthen its financial situation and gives it the means necessary to accelerate and redeploy its commercial activities.

To take advantage of the underlying trend favourable to the recovery of waste heat via ORC modules, and in particular to accelerate the rollout of the Green Shield Power Solution model, an ultra-competitive offer dedicated to the economy of use (which enables manufacturers to secure their local supply of renewable energy at very attractive prices), ENOGIA plans to extend its footprint in Europe and its capacity to drive its distribution network.

In view of the company’s cost structure, the continuation of strong sales momentum should enable ENOGIA to significantly accelerate its path towards profitability thanks to strong operating leverage resulting in positive free cash flow from 2025.

As indicated in conjunction with its announcement, the success of the Transaction has also strengthened ENOGIA’s corporate governance, with the co-option of two new members to the Board of Directors, namely Éric Blanc-Garin and Yazid Sabeg, to replace Alexandre Carré de Malberg and Faurecia Ventures, who will continue to provide the company with their expertise as non-voting directors. Éric Blanc-Garin and Yazid Sabeg will support ENOGIA’s development by contributing their great expertise in the industrial and financial fields.

Success of the capital increase with preferential subscription rights

The Transaction was implemented pursuant to the eighth resolution of the Combined General Meeting of Shareholders of 9 June 2023, at a price of €2.00 per share, representing a discount of 45.8% to the closing price of ENOGIA shares on 7 July 2023 (€3.69) and 36.04% to ENOGIA’s ex-rights share price.

At the end of the subscription period, which closed on 25 July 2023, subscription requests totalled 3,359,560 shares representing an amount of €6,719,120, i.e. oversubscription of 168% of the initial amount of the capital increase, breaking down as follows:

- 1,866,430 new shares on a non-reducible basis;

- 1,358,857 new shares on a reducible basis; and

- 134,273 new shares on an unrestricted basis.

In view of the strong demand, it was decided to exercise the extension clause in full, with 299,406 additional shares, thereby increasing the number of new shares issued from 1,996,042 to 2,295,448.

The gross amount of the Transaction, share premium included, is therefore €4,590,896, resulting in the issue, with preferential subscription rights, of 2,295,448 new ordinary shares:

• non-reducible subscriptions of €3,732,860 corresponding to the issue of 1,866,430 new ordinary shares,
• reducible subscriptions of €858,036 corresponding to the issue of 429,018 new ordinary shares.

Demand on a reducible basis was partially allocated using an allocation coefficient of 0.48152847 calculated on the basis of the number of preferential subscription rights presented in support of non-reducible subscriptions, without taking account of fractions and without it being possible for the allocation to be greater than the number of shares requested on a reducible basis.

No requests for subscription of new shares on an unrestricted basis were satisfied.

Firm subscription commitments, in a total amount of €2.7 million, were satisfied as follows:

• DUNA & Cie, a company owned by Éric Blanc-Garin and Yazid Sabeg, having pledged €1,500,000, was allocated 750,000 shares representing €1,500,000;
• SC EVRAL, a company owned by Antoine Lepilleur, having pledged €100,000, was allocated 50,000 shares, representing €100,000;
• the two directors of ENOGIA, existing shareholders and other investors, having pledged €950,000, were allocated 168,879 shares, representing €337,758;
• entrepreneurs from Région Sud, Holding MVM, Unitel France (Kevin Polizzi), Upperside (Philippe Véran) and Christophe Baralotto, having pledged €155,000, were allocated 77,500 shares, representing €155,000;

Impact of the Transaction on ENOGIA’s capital

On completion of the Transaction, including full exercise of the extension clause, the company’s share capital of €628,753.2 will consist of 6,287,532 ordinary shares.

Prior to completion of the Transaction, the Company’s shareholding structure was as follows:

1. Theoretical voting rights, calculated on the basis of all shares to which voting rights are attached, including treasury shares.

After completion of the Transaction, the Company’s shareholding structure is as follows: