Successful capital increase with preferential subscription rights
Total demand of €6.6 million from shareholders, new investors and guarantors
€5.0 million capital increase through the issue of 199,091,160 new shares at a price of €0.025
Settlement-delivery and listing of new shares: April 5, 2024
Cannes, April 2, 2024 – 5:45 pm
Tonner Drones (FR001400H2X4 - ALTD) (the "Company"), a company developing drones and associated technologies, in particular for the logistics, defense and homeland security sectors, announces the successful capital increase through the issue of new shares with shareholders' preferential subscription rights ("PRS"), which took place from March 18 to March 27, 2024 (the "Capital Increase"), raising approximately €5.0 million by issuing 199,091,160 new shares (the "New Shares") at a unit price of €0.025.
Brad Taylor, Chief Executive Officer of Tonner Drones, said: “We would like to thank all the investors, both existing and new, who contributed to the success of this capital increase, enabling us to complete the financial restructuring of Tonner Drones and provide us with the means to cover our financing needs beyond the next 12 months”.
RESULT OF THE CAPITAL INCREASE
Following the subscription period, the total demand was for 105,805,355 New Shares, or approximately €2.6 million, allocated as follows:
74,515,320 New Shares on an irreducible basis;
24,970,928 New shares on a reducible basis; and
6,319,107 New shares on a free basis.
All irreducible, reducible and unrestricted subscriptions were taken up in full.
These irreducible, reducible and unrestricted subscriptions represented 53.14% of the gross amount of the Capital Increase. As such, the Company then turned to its 12 guarantors who had committed to subscribing to the difference in New Shares between those subscribed to after the subscription period and the total of 199,091,160. The guarantors’ total commitment was for a maximum of approximately €4.0 million, meaning that the total demand from shareholders, new investors and the guarantors was approximately €6.6 million. Given, however, that the total capital increase was only for 199,091,160 shares, the guarantors therefore subscribed to the remaining 93,285,805 shares, or approximately €2.3 million.
Within the framework of the Capital Increase, 111,197,815 New Shares were subscribed to by offsetting receivables corresponding to an amount of approximately €2.8 million. In addition, 87,893,345 New Shares were subscribed to in cash corresponding to an amount of approximately €2.2 million.
REMINDER OF THE USE OF PROCEEDS FOR THE CAPITAL INCREASE
The net proceeds of the Capital Increase following the deduction of expenses and costs related to the Capital Increase totaled approximately €4.6 million, of which the net cash proceeds were approximately €1.8 million.
The main objectives of the Capital Increase were to :
cover the Company's working capital requirements for the next twelve months (up to around 20% of the Capital Increase); and
reduce the Company's financial debt and clear its trade payables (up to around 80% of the Capital Increase).
This Capital Increase thus marks the end of the financial restructuring phase of Tonner Drones initiated in June of 2023 by a new management team and a new group of investors. Following the Capital Increase, Tonner Drones' liquidity horizon extends beyond the next 12 months.
This Capital Increase marks the end of a challenging financial restructuring period for the Company, where it had to deal with numerous legacy issues that the new management inherited upon their arrival in June of 2023. Management is committed to generating value for all historic and new investors who helped to refinance the Company. Management can now finally fully concentrate on rebuilding the business.
The Company also will have a closer look at the composition of the board to be well equipped for the next phase.
With the restructuring and refinancing phase complete, management will focus on the following:
maximizing the value of its stakes in several drone companies;
deepening its current collaborations and starting new ones; and
developing its products like Countbot and Inhibitor.
Tonner Drones will communicate about these developments as they take place.
SETTLEMENT-DELIVERY
Settlement and delivery of the New Shares and their admission to trading on Euronext Growth Paris are scheduled for April 5, 2024. The New Shares will carry dividend rights, will be immediately assimilated to the Company's existing shares and will be traded on the same trading line as the latter under the same ISIN code (FR001400H2X4 - Mnemonic: ALTD).
Following settlement-delivery, the Company's share capital will amount to €5,018,756.33, divided into 200,750,253 ordinary shares with a par value of €0.025 each.
IMPACT OF THE CAPITAL INCREASE ON THE SHAREHOLDER STRUCTURE
To the best of the Company's knowledge, the breakdown of capital and voting rights following the Capital Increase is as follows:
Shareholders
Before completion of
the Capital Increase After completion of
the Capital Increase
Number of shares % of capital % of voting rights Number of shares % of capital % of voting rights
Ott Heritage(1) 270,000 16.27% 16.27% 40,270,000 20.06% 20.06%
Courcelette Holdings(2) 30,000 1.81% 1.81% 30,000 0.01% 0.01%
Crazy Duck BV 0 0.00% 0.00% 41,867,876 20.86% 20.86%
Market Wizards 0 0.00% 0.00% 14,208,427 7.08% 7.08%
Graeff 0 0.00% 0.00% 13,123,850 6.54% 6.54%
Hillen 0 0.00% 0.00% 6,561,925 3.27% 3.27%
Treasury stock 30 0.00% 0.00% 30 0.00% 0.00%
Public 1,359,063 81.92% 81.92% 84,688,145 42.18% 42.18%
TOTAL 1,659,093 100.00% 100.00% 200,750,253 100.00% 100.00%
(1) Company controlled by Mr. Jean-François OTT, Chairman of the Board of Directors of the Company.
(2) Company controlled by Mr. Bradley TAYLOR, CEO of the Company.
IMPACT OF THE CAPITAL INCREASE ON THE SHAREHOLDER’S SITUATION
The impact of the issue of the New Shares on the shareholding of a shareholder holding 1% of the Company's share capital prior to the Capital Increase and not subscribing to it would be as follows: