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McPhy Announces the Success of its Capital Increase

By October 14, 2020 7   min read  (1215 words)

October 14, 2020 |

McPhy Successful Capital Raise

€ 180m Raised from Strategic Investors, Historical Shareholders and New Institutions to Fund Global Scale-Up of Zero-Carbon Hydrogen

La Motte-Fanjas – McPhy (Euronext Paris : MCPHY – ISIN : FR0011742329), (the “Company”), specialized in zero-carbon hydrogen production and distribution equipment, announces today the success of its capital increase without shareholders’ preferential subscription rights announced on October 13, 2020, by means of an Accelerated Bookbuild to the benefit of certain categories of beneficiaries, for a total amount of € 180m (the “Offering”).

The Offering was oversubscribed several times which enables the Company to upsize the amount of the Offering from an envisaged € 150 m to € 180 m. The subscription price of the new shares was set at € 23.50 per share, representing a discount of 8.56% based on the last closing price.

Chart International Holdings, Inc., part of Chart Industries, Inc. (NASDAQ: GTLS) (“Chart Industries”) and Technip Energies B.V. (“Technip Energies”) (the “Strategic Investors”) and historical strategic shareholders EDF Pulse Croissance Holding and Ecotechnologies Fund managed, by Bpifrance Investissement as part of the Programme d’Investissement d’Avenir, have participated in the Offering, significantly strengthening the Company’s shareholding structure.

Memorandum of Understandings (“MoU”) were concomitantly signed with the two Strategic Investors, setting collaboration frameworks to unlock new commercial opportunities globally in numerous hydrogen domains.

Laurent Carme, Chief Executive Officer of McPhy, comments: “We would like to thank all of the historical and new investors which have contributed to the outstanding success of this capital increase which is the most significant one to date for McPhy. With the great support provided by our new strategic partners Chart Industries and Technip Energies, our historical and strategic shareholders EDF Pulse Croissance Holding and Ecotechnologies Fund as well as all existing and new institutional investors, McPhy is now ideally positioned to scale-up its industrial capabilities, both from an operational and financial perspective. Our new strategic partnerships, with two world leading companies in their field, bring to McPhy important possibilities of complementarity, an increased international exposure and the ability to target large-scale projects. The Group is, more than ever, well-positioned to scale up and prepared to meet the ever-growing needs of decarbonization in Industry, Mobility and Energy. We ambition to become a leading player in the zero-carbon hydrogen industry.”

Jillian Evanko, Chief Executive Officer of Chart Industries, comments: “We are thrilled by the success of the offering and the reception McPhy has received from the institutional investor community. This is a landmark for hydrogen and underscores the potential we, McPhy, and Technip Energies, have to lead in the full hydrogen value chain globally. We look forward to begin working together on the many commercial opportunities ahead.”

Arnaud Pieton, President of Technip Energies, states: “The collaboration with McPhy is an important milestone for the future of the green hydrogen industry and demonstrates our ambition to accelerate the journey to a low-carbon society. We will work with McPhy to develop large scale and competitive carbon free hydrogen solutions from production to liquefaction, storage and distribution which we firmly believe is core to achieving net-zero targets. We are excited to be also joined by Chart Industries whose expertise lies in equipment development and is complementary to our process technology and project capabilities. We are proud to keep the same pioneering spirit and our commitment to technology and outstanding project execution to serve the energy transition.”

Advisors to the Company:
Bryan, Garnier & Co Limited is acting as Sole Global Coordinator and Sole Bookrunner in connection with the Offering. King & Spalding acted as Legal Advisor to the Company and to Bryan, Garnier & Co Limited as Transaction Counsel.

Highlights of the Offering:

  • Gross proceeds from the Offering amount to € 180 m, an 20% upsize compared to the anticipated amount announced on October 13, 2020.
  • 7,659,574 new shares were issued, representing a dilution of c. 38% based on the number of shares outstanding prior to the Offering.
  • The subscription price of the new shares was set at € 23.50, representing a discount of 8.56% to the last closing price and of 11.78% to the volume weighted average price over the three preceding trading days (1).
  • Strategic Investor Chart Industries subscribed to 1,276,595 shares for € 30 m, and now holds 4.59% of the capital post-Offering.
  • Strategic Investor Technip Energies subscribed to 638,297 shares for € 15 m, and now holds 2.29% of the capital post-Offering.
  • Historical long-term shareholder and strategic partner EDF Pulse Croissance Holding subscribed to 255,319 shares for € 6 m, and now holds 14.14% of the capital post-Offering.
  • Historical and strategic long-term shareholder Ecotechnologies Fund managed by Bpifrance Investissement subscribed to 340,425 shares for € 8 m, and now holds 6.00% of the capital post-Offering.
  • Institutional investors subscribed to 5,148,938 shares for an incremental € 121 m under the institutional placing.
  • Upon completion of the Offering, the share capital of the Company amounts to € 3,338,316, corresponding to 27,819,300 shares with a par value of € 0.12 each. By way of illustration, a shareholder holding 1% of the share capital prior to the Offering and which did not participate in the Offering will hold 0.72% after completion of the Offering.

Application will be made to list the new shares to be issued pursuant to the Offering on Euronext pursuant to a listing prospectus subject to a visa application with the French Autorité des marchés financiers (“AMF”) and comprising the 2019 Universal Registration Document (Document d’Enregistrement Universel 2019) registered with the AMF on April 22, 2020 under the number 20-0334, an amendment to the 2019 Universal Registration Document and a Securities Note (Note d’opération), including a summary of the prospectus. This prospectus (including the amendment to the 2019 Universal Registration Document) will be filed today with the AMF for approval in order to be made available to the public.

This prospectus will, upon its approval by the AMF, provide the most recent information available on the Company. These documents may be consulted, along with the Company’s other regulated information and all its press releases, on its website (www.mcphy.fr).

As the subscription commitments from the Strategic Investors were fulfilled, appointments at the Board of Directors of Jillian Evanko as representative of Chart Industries and of a representative of Technip Energies will be proposed for approval to the next shareholders’ general meeting to be held on or before January 31, 2021 at the latest. In the meantime, these representatives will be invited to the meetings of the Board of Directors.

Use of proceeds:
Net proceeds from the Offering will be used primarily to finance over the next 48 months:

  • Acceleration of the change of scale of McPhy manufacturing capacities;
  • Research & Innovation expenses, with a focus on the development of large capacity stacks to target large-scale projects (>100MW) and large-capacity hydrogen refueling stations (>2 tons per day);
  • Sales and Marketing expenses, to accelerate the international commercial ramp-up;
  • Acceleration of the recruitment policy;
  • Working capital.

Admission to trading of the new shares:
The new shares carry current dividend rights, give right, from their issuance, to all distributions decided by the Company as of that date and will be admitted to trading on Euronext under the same ISIN code FR0011742329 – MCPHY on October 16, 2020.

Lock-up Undertakings:
McPhy has entered into a lock-up agreement ending 180 calendar days after the execution of the placement agreement entered into between the Company and the Sole Global Coordinator, today (the “Placement Agreement”).
The Strategic Investors, historical and strategic shareholders EDF Pulse Croissance Holding and Ecotechnologies Fund will each be subject to a lock-up on the new shares subscribed under the Offering for a period of 180 days from the settlement date of the new shares, subject to customary exceptions.

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