BORDEAUX, France, July 25, 2014 /PRNewswire/ --
Notice of meeting
The company informs its shareholders that they are invited to
attend an Ordinary and Extraordinary Shareholders' Meeting on
1 September 2014 at the Cité
Photonique in Pessac, where Europlasma's Bordeaux offices will be relocated in
November. A notice convening the Shareholders' Meeting, containing
the agenda and the text of the resolutions, is published in the
Bulletin of Mandatory Legal Notices (BALO) today.
Details regarding the eleventh, twelfth and thirteenth
resolutions
As indicated in press release dated 3
July 2014, the Group received in April 2014 a new loan in the amount of €2.8
million granted pari passu (50:50) by its main shareholder,
Crédit Suisse Europlasma SPV (CSE), and CHO Morcenx.
This loan, coupled with financial aid (repayment deferments)
granted by the State and some of the Group's other key partners,
allowed the company to cover its cash requirements between April
and July 2014, a particularly rich
period in operational terms that saw :
- CHO Power receive the Preliminary Delivery of the Morcenx power
plant,
- Inertam find a lasting solution to the long-standing and
recurring problems of torch rectifiers,
- Torches & Process secure more orders for studies,
- and Management continue the execution of the 180-day plan.
It is repayable by May 2015 at the
latest, in cash or by the conversion into Europlasma or CHO Power
shares, at the request of the lenders and subject to the prior
approval of the Shareholders' Meeting as regards the conversion
into Europlasma shares. This authorisation is subject to the
approval of the eleventh resolution to be submitted to
shareholders.
Conversion into Europlasma shares would be made at the same
price as the exercise price determined by the Board of Directors
for the capital increase with preferential subscription rights
planned in September 2014. The
possibility of converting would be restricted to a three-month
period following the approval of the Shareholders' Meeting.
In case of rejection by the Shareholders' Meeting of the
eleventh resolution authorising the possible conversion of loans
granted since 1 January 2013,
additional interest of 10% would apply to the April 2014 loan.
Moreover, the loan has a clause providing for the issuance of
Europlasma warrants at a token unit price of €0.01 each, with prior
authorisation from the Shareholders' Meeting. The number of
warrants issued would be a function of the ratio of 20% of sums
lent as of the date of issue of the warrants and €0.80, the
subscription price determined by the Board of Directors for the
capital increase planned in September
2014. The warrants will be exercisable over a period of five
years at an exercise price equal to the subscription price of the
said capital increase.
If the Shareholders' Meeting does not approve the twelfth and
thirteenth resolutions regarding the issuance of the warrants, en
the parties will make their best effort to find an alternative
solution.
Strengthened confidence of financial partners
Aside from the May 2014 loan, the
Group has been granted several loans by its financial partners
since January 2013. The company's
financial partners are proposing to convert all of these loans (for
an amount greater than €9 million) at the time of the September 2014 capital increase. The approval by
the Shareholders' Meeting of the aforementioned resolutions will
thus be beneficial to the Group on three counts:
- The conversion of debt into equity once again demonstrates the
confidence of our financial partners in the Group, its management,
and its value-creation potential.
- The conversion will allow us to significantly improve the
balance sheet structure, to lift significant guarantees currently
associated to these loans, and - in operational terms - to look to
the future.
- The conversion intentions of lenders will go towards
underwriting 75% of the amount of the September 2014 capital increase, the proportion
required to obtain the AMF's approval for the transaction.
Search for intermediate funding and confirmation of the
suspension of trading
As noted in the press release dated 3
July 2014, the company has identified a need for additional
cash of approximately €3 million to continue operations until the
September 2014 capital increase. The
company has already secured half of this sum and is pressing ahead
with negotiations with potential partners for the remaining
part.
It will only be possible to publish the annual and consolidated
financial statements and the reports of the statutory auditors on
the said financial statements after the full amount of €3 million
has been secured.
In this context, the suspension of trading of Europlasma shares
is maintained. The company indicates that the resumption of trading
will be announced in a press release issued before its effective
date.
About Europlasma
Europlasma is a French Group operating in the clean technologies
and renewable energy production industries. Founded in 1992 to
apply its proprietary plasma torch technology to hazardous waste
destruction, it is now built on the following three business
units:
- Europlasma is a world-wide supplier of plasma heating
systems and related applications
- CHO Power is a producer of electricity from waste and
biomass gasification.
- Inertam is the global specialist in the destruction and
recycling of asbestos and hazardous waste
http://www.europlasma.com [Alternext - NYSE Euronext Paris
- Mnemo : ALEUP - Isin : FR0000044810]
Contacts
Jean-Eric PETIT, Chief Executive Officer
Estelle MOTHAY, Chief Financial Officer
Anne BORDERES, Press and Shareholders contact
Tel: +33-556-49-7000 - contactbourse@europlasma.com