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McPhy Completes a Capital Increase by Private Placement of Almost €7 Million

By November 8, 2019

November 8, 2019

La Motte Fanjas (France)– McPhy (Euronext Paris Compartment C: MCPHY, FR0011742329), a specialist in hydrogen production and distribution equipment, today announces the success of a capital increase via the issuance of new ordinary shares without preferential subscription rights (the “Issuance”).

The Company has placed 2,552,544 new shares with a par value of €0.12 per share, at a unit price of €2.70, including the issuance premium, for a total amount of approximately €6.9 million (1), representing 17.3% of the Company’s share capital.

Laurent Carme, Chief Executive Officer of McPhy, states: “We sincerely thank all the investors who made this transaction a success in a difficult market environment, and in particular the Ecotechnologies Fund, managed by Bpifrance Investissement, and EDF Pulse Croissance Holding, who have renewed their confidence in the Company. The strengthening of shareholders’ equity will enable us to accelerate the roll-out of our international activities and pursue our development strategy.”

The funds raised will enable McPhy to strengthen its shareholders’ equity and finance its working capital requirements, in a context of revenue growth:

  • One-third of the funds will allow the Company to participate in covering its working capital requirements for the next 18 months;
  • One-third of the funds will be dedicated to address the acceleration of the activity, the market and ongoing projects, in particular with regard to very high capacity hydrogen production platforms; and
  • One-third of the funds will be dedicated to financing R&D and product development so that the Company can begin the industrialization phase of its equipment.
  • McPhy is already anticipating revenue growth of around 40% in 2019 compared with 2018, i.e. 2019 revenue of at least €11 million. Moreover, as indicated in its Universal Registration Document, McPhy has received a conditional order intent and has entered into exclusive negotiations for the construction and commissioning of a 20 MW electrolyser platform to be installed in Europe; the first phase being the engineering contract.

As part of this capital increase without preferential subscription rights, the subscription price of McPhy shares was set at €2.70 per share (including the issuance premium), corresponding to a discount of 20.1% compared to the closing price on November 4, 2019 and 19.1% compared to the volume-weighted average price of McPhy share on the Euronext Paris regulated market during the last three trading days before the fixing of the issuance price.

This operation is completed pursuant to article L. 225-138 of the French Commercial Code and by virtue of the fifteenth resolution of the Combined Shareholders’ Meeting of May 23, 2019.

Following the transaction, McPhy will issue 2,552,544 new ordinary shares, bringing the total number of McPhy shares to 17,325,851 shares.
The issued shares represent 17.3% of the capital and voting rights before the Issuance, and 14.7% after the Issuance. As an indication, the participation of a shareholder holding 1% of McPhy’s share capital prior to the issuance and who did not participate in the issuance will be reduced to 0.85% at the end of the operation.

Following this capital increase and on the basis of the information available to the Company, the breakdown of the capital is as follows:

The new shares will be assimilated to the existing shares and will carry current dividend rights. They will be listed on the Euronext market on the same listing line as the existing shares under ISIN code FR0011742329. The settlement-delivery of the new shares issued as part of the private placement and their admission to trading on the Euronext regulated market in Paris are scheduled for November 12, 2019. The new shares will have full dividend rights.

As part of the transaction, the Ecotechnologies Fund, managed by Bpifrance Investissement as part of the Future Investment Program (“Programme d’Investissements d’Avenir”) and EDF Pulse Croissance Holding have signed a lock-up commitment covering all the Company shares they hold for a duration of 90 days from the settlement-delivery date, while the Company has signed an abstention commitment for a duration of 180 days from the settlement-delivery date.

The private placement was led by Gilbert Dupont, sole Lead Manager and bookrunner. The transaction was the subject of a placement agreement entered into on November 7, 2019 between the Lead Manager and bookrunner and the Company, covering all the offered shares. This agreement does not constitute a performance guarantee within the meaning of Article L. 225-145 of the French Commercial Code. In the event of termination of the placement agreement, subscription orders and the offer would be retroactively cancelled.

 

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