BPC announces Directed Share Issue to Eiffel Investment Group

Source: www.gulfoilandgas.com 1/24/2025, Location: Europe

BPC Instruments AB (publ) (“BPC” or the “Company”) announces that the Board of Director’s has resolved, subject to the subsequent approval by the Extraordinary General Meeting, to carry out a directed share issue of approximately SEK 24.5 million, to the institutional investor Eiffel Investment Group (“Eiffel”) (the “Directed Share Issue”). The Directed Share Issue is intended to expand BPC’s international shareholder base, with Eiffel Investment Group bringing expertise to support initiatives in energy transition, biogas, and ESG development. Alongside the Directed Share Issue, Eiffel is also acquiring an additional 278,700 shares from BPCI Holding AB (CEO Jing Liu’s wholly owned company), Chairman of the Board Gustaf Olsson, and Sustainable Holding Sweden AB (Board Member Kristofer Cook’s wholly owned company) (the “Block Trade”). The Board of Directors’ resolution of the Directed Share Issue is subject to approval by an Extraordinary General Meeting, expected to be held on February 12, 2025. Notice of the Extraordinary General Meeting will be published through a separate press release.

Jing Liu, CEO of BPC Instruments, comments: “We welcome Eiffel Investment Group as a long-term partner and investor in BPC. As an experienced institutional investor, Eiffel brings valuable support to our international shareholder base and aligns with our vision for global growth. Their expertise in the biomethane sector and commitment to energy transition and green investments closely match our focus on renewable energy, biodegradable materials, and sustainability. This partnership will strengthen our position in the European biomethane market and accelerate our progress in developing green technologies. We look forward to working together and creating opportunities that benefit all stakeholders.”

Laurent Inglebert, Director at Eiffel Investment Group, comments: “Eiffel has extensive experience investing in the biogas ecosystem, and we strongly believe that BPC Instruments’ products provide significant value to this industry while also presenting opportunities to expand beyond it. We are delighted to invest in BPC Instruments and have full confidence in the management team to deliver sustainable growth.”

Background and reasons
BPC develops solutions that advance renewable energy and environmental biotechnology. With a strong foundation of expertise, BPC delivers technologies and services that improve energy extraction and resource management. Eiffel Investment Group is a key strategic investor for BPC, with its focus on sustainable investments and the energy transition. Eiffel Investment Group cultivates a strong industrial expertise and is a long-term investor and will share its expertise with BPC. This investment is aligned with BPC strategy which aims at further strengthen its capacity to enter new European markets and take on initiatives that align with its strategic priorities.

The Directed Share Issue
The Directed Share Issue comprises 650,300 shares and is subject to approval at an Extraordinary General Meeting scheduled for February 12, 2025. Major shareholders representing approximately 73.4 percent of the shares and votes in BPC Instruments have announced their intention, as well as entered into an agreement, to vote in favor of approving the resolution at the extraordinary general meeting. The subscription price in the Directed Share Issue is SEK 37.6 per share, representing a premium of 9.3 percent compared to the volume-weighted average price (VWAP) of the Company's shares on Spotlight Stock Market during January 23, 2025. The subscription price has been determined through a negotiation procedure at arm’s length between the Company and Eiffel through which the Board of Director has concluded that the terms for the Directed Share Issue is market conformant. Through the Directed Share Issue, the Company will raise approximately SEK 24.5 million before transaction-related costs.

In order to facilitate the implementation of the Directed Share Issue, the shares will initially be subscribed for by Nordic Issuing AB in its capacity as issuing agent at an amount corresponding to the quota value of the shares, for onward transfer to Eiffel at a price of SEK 37.6 per share, which is ultimately accounted to the Company. The shares in both the Directed Share Issue and the Block Trade will formally be subscribed for through the funds FCPI ALTO INNOVATION 2021 and FCPI ALTO INNOVATION 2022, which are controlled by Eiffel Investment Group.

Considerations by the Board of Directors
The Company’s Board of Directors has conducted a comprehensive assessment and carefully considered the possibility of raising capital through a rights issue but has concluded that, compared to a rights issue, a directed issue (i) is expected to strengthen the shareholder and capital base in the long term, unlike a rights issue. The Company aims to enhance and expand its base of institutional, professional, and strategic investors to further improve liquidity in the Company’s shares, (ii) would take significantly longer to execute, thereby increasing exposure to general market risk, and (iii) can be implemented at a substantially lower cost and with less complexity than a rights issue. Given the above considerations, the Board has concluded that the Directed Share Issue, deviating from shareholders’ preferential rights, is the most advantageous option for BPC to finance the Company’s portfolio expansion and other growth-promoting initiatives, while preserving the most value for the Company and providing the greatest benefit to the Company’s shareholders.

The Block Trade
The Block Trade will be carried out without affecting the market share price. Prior to the transaction, Jing Liu through BPCI Holding AB owned 6,822,015 shares, corresponding to approximately 65.26 percent of the Company. Following the transaction, Jing Liu owns 6,662,576 shares, equivalent to 60 percent of the Company after the Directed Share Issue and the Block Trade. Gustaf Olsson’s ownership decreased from 596,389 shares, corresponding to approximately 5.7 percent, to 504,968 shares, which after the Directed Share Issue and the Block Trade corresponds to approximately 4.55 percent. Kristofer Cook through Sustainable Holding Sweden AB owned 249,926 shares prior to the issue, corresponding to a 2.39 percent ownership. After the Directed Share Issue and the Block Trade, its ownership amounts to 222,086 shares, corresponding to 2 percent of the Company. Before the Directed Share Issue and the Block Trade, Eiffel Investment Group did not own any shares in the Company. Following both transactions, Eiffel Investment Group will own 929,000 shares, corresponding to 8.37 percent of BPC.

Number of Shares, Share Capital, and Dilution
Through the Directed Share Issue, the Company's share capital will increase by SEK 35,766.5, from SEK 574,970 to SEK 610,736.5, through the new issuance of 650,300 shares. This will result in an increase in the total number of shares from 10,454,000 to 11,104,300 shares, leading to a dilution of approximately 5.86 percent for existing shareholders who did not participate in the issue.

Bookrunner
Sedermera Corporate Finance AB is acting as Sole Bookrunner and Fredersen Advokatbyrå AB is legal adviser to the Company in connection with the transaction. Nordic Issuing AB is the issuing agent.


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