- Favorable outcome to negotiations with bondholders CYBO 2020;
- Project for the reunification of the functions of Chairman and Chief Executive Officer;
- Establishment of a € 92 million equity financing line.
October 8, 2019.
CYBERGUN announces today a series of major initiatives that are part of the new phase of its development plan.
RESTRUCTURING PROJECT OF THE BOND DEBT
As announced, in order to find a fair financial balance after 5 years of deep restructuring, CYBERGUN must finalize the rebalancing of its balance sheet still penalized today by the non-convertible bond debt (9 MEUR in principal due October 2020 with annual coupons of 5% in 2019 and 10% in 2020), issued in October 2010 by the former CYBERGUN team.
In this context, bondholders were gathered yesterday in General Assembly. After long discussions, the porters present or represented have proposed and approved at nearly 75% the principle of a scheme accepted by CYBERGUN with the support of its reference shareholder RESTARTED INVESTMENT.
The proposed scheme offers 2 options to bondholders:
- Option 1: a progressive transformation of their debt into shares ( ' equitization liabilities ") as part of a process organized within a trust. In this option, the holders can expect a repayment spread over time of all or part of their debt thanks to the proceeds of sale on the market of the shares resulting from the process of conversion on the water from the 1st December 2020 and until December 31, 2022. Holders who choose this option will also be awarded a free Share subscription warrants (BSA) "K1" exercisable from 1st December 2020.
- Option 2: a immediate refund in cash of 30% of their claim (principal + interest accrued and due) before 31 December 2019. Holders who opt for this option will receive a free Share subscription warrants (BSA) "K2" exercisable as soon as they are awarded.
The exact terms of each of these two options – each bondholder must choose one or the other of these options or a combination of the two – will be finalized at a final General Meeting of the bondholders convened before the end of November. 2019 after the next General Meeting of Shareholders that could authorize these operations.
RESTARTED INVESTMENT is committed to the financing of the cash payment of option 2 and will therefore be beneficiary of the trust in the same way as the bondholders adhering to option 1. The shares resulting from the transformation process will be delivered instead of being sold on the market, thus limiting the impact on the liquidity of the security and demonstrating the willingness of RESTARTED INVESTMENT to be a long-term reference shareholder of CYBERGUN.
CYBERGUN management will take the necessary steps to implement this solution for effective implementation from January 2020 and inform the market of significant advances.
Alexandre COURTOUX, Financial Director of the CYBERGUN Group, declares: « This agreement in principle of the bondholders, on a proposal that has been made by them, is good news for the company, which can thus reasonably hope to settle its bond issue in the short term. After this last operation, the group will have been completely and deeply indebted and ready to go on a new basis. "
HUGO BRUGIÈRE PROPOSED AS PRESIDENT DIRECTOR GENERAL
To complete this new development cycle, the Board of Directors should decide at its next meeting to combine the functions of Chairman and Chief Executive Officer. Hugo BRUGIÈRE, already vice-president and general manager, would thus be named CEO of CYBERGUN.
Claude SOLARZ would retain his mandate as a Director and would continue to bring to the company his experience in the framework of the work of the Board whose composition would remain unchanged:
- Hugo BRUGIÈRE;
- GUIBOR SA represented by Mr Dominique ROMANO;
- Brigitte MANCEL;
- Laurent PFEIFFER.
- Dimitri ROMANYSZYN;
- Claude SOLARZ.
Claude SOLARZ declares: « When I took the non-operational presidency of CYBERGUN in October 2014, we were in a critical situation that required me to be on the front line with Hugo to meet the many challenges together and avoid the sinking of the company. Today, I believe that the rescue phase is behind us and that it is time for the company to enter a new acceleration cycle that requires only one pilot on board. "
NEW MEANS TO FINANCE TRADE ACCELERATION
At the same time, CYBERGUN announces today the establishment of an equity financing line with the European High Growth Opportunities Securitization Fund, managed by Alpha Blue Ocean Group (ABO).
Indeed, CYBERGUN decided to make use of the delegation granted by the 18th resolution of the General Meeting of shareholders of September 25, 2018 and the 17th resolution of the General Assembly of October 11th (subject to the adoption of the latter) in order to set up this new line of financing that will provide a lasting solution to the question of its financing.
In accordance with the terms of the agreement, ABO has committed to subscribe up to EUR 92 million in bonds convertible into or exchangeable for new or existing shares (OCEANE) over a period of 96 months. A first subscription of EUR 5 million will take place in two tranches, the total nominal amount of which will be EUR 2 million, which has been subscribed immediately, and EUR 3 million, which will be subscribed in the coming days.
Assuming full use of this line of financing, a shareholder holding 1.00% of the capital of CYBERGUN before its establishment, would see his participation increase to 0.058% of the capital on an undiluted basis. The number of shares issued under this agreement and admitted to trading will be the subject of a Euronext notice and a communication on the CYBERGUN website. This issue does not give rise to the preparation of a prospectus submitted for approval by the AMF.
After a first phase of deep restructuring, during which CYBERGUN has raised tens of millions of euros, notably from its RESTARTED INVESTMENT reference shareholder, this line of financing will allow CYBERGUN to commit itself serenely to a new cycle of heavy investments with a major financial partner.
Hugo BRUGIERE declares after this operation: " The opening of this line is excellent news for CYBERGUN who will be able to afford his ambitions. CYBERGUN has made multiple capital increases for years to allow each time to respond to a few operational emergencies but never without really giving the scale that society needed. It is not a question of drawing the amounts authorized by this line without necessity but it seemed important to us to be able to foresee how to have the means to finance the numerous projects which are today on the table and awaiting financing. We will be communicating very soon on the value-creating investments that will be made with this money. As a reference shareholder of CYBERGUN, we accept the dilution ourselves, knowing and believing that it will create a much higher value over the medium term. As a reminder, the current unrealized loss of RESTARTED INVESTMENT is more than 8 MEUR and the setting up of this line, as well as the participation of 2.5 MEUR to 3 MEUR in the financing of the solutions found for the bond debt are a strong signal that the reference shareholder still supports the Group's strategy. More than ever, we are confident in the future. "
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About CYBERGUN: www.cybergun.com
CYBERGUN is a global player in leisure shooting, qualified as "Innovative Company" by Bpifrance. During the year ended March 31, 2018, the company achieved a turnover of more than EUR 30 million. CYBERGUN securities (FR0013204351 – ALCYB) are eligible for FCPI, PEA and PEA-PME.
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