Tonner Drones announces the free allocation of share warrants to all its shareholders
Cannes, July 24, 2024 at 8:00 a.m.
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 issue and free allocation of share subscription warrants (Bons de Souscription d’Actions – “BSA”) to all its shareholders. This operation provides for the allotment of one (1) BSA per share held, 3 BSA giving the right to subscribe for 2 new shares from August 2, 2024 at an exercise price fixed at €0.0125, representing a premium of 13.64% over the closing price on July 23, 2024.
Bradley Taylor, Chief Executive Officer of Tonner Drones, said: "This free allocation of warrants is designed to provide all Tonner Drones’ shareholders with the opportunity to continue to support the Company’s funding by associating themselves with the Company's growth potential through this complementary instrument to the share. Tonner Drones has achieved a number of milestones in recent months with a strategic repositioning and financial restructuring, including an agreement to discontinue all instruments providing access to capital at a variable price".
Pursuant to the delegation of authority granted to it by the Ordinary and Extraordinary General Meetings of Shareholders held on January 27, 2023 (3th resolution), the Board of Directors of the Company, at its meeting held on July 12, 2024, adopted the principle of issuing and granting free share warrants to the shareholders of the Company and subdelegated all powers to the Chief Executive Officer of the Company for this purpose. On July 23, 2024, the Chief Executive Officer decided to issue and grant free share warrants to all shareholders, in accordance with the terms and conditions set out below.
The transaction will benefit all of the Company's shareholders, i.e., the holders of the 226,425,716 shares.
To date, the Company is not aware of the intentions of its major shareholders in relation to the exercise of the BSA.
To the best of the Company's knowledge, the share capital and voting rights of Tonner Drones are as follows:
Shareholders Nombre d’actions % du capital % des droits de vote
Ott Heritage (1) 40,270,000 17.79% 17.79%
Courcelette Holdings (2) 30,000 0.01% 0.01%
Treasury stock 30 0.00% 0.00%
Public 186,125,686 82.20% 82.20%
TOTAL 226,425,716 100.00% 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.
DESCRIPTION OF THE TRANSACTION
On August 2, 2024, each shareholder of Tonner Drones will receive, free of charge, one (1) BSA for each share held. Based on the Company's share capital, a maximum of 226,425,716 BSAs will be issued.
Three (3) BSAs will entitle their holders to subscribe for two (2) new shares in Tonner Drones at an exercise price per share of €0.0125, i.e., the potential creation (if all BSA are exercised) of 150,950,477 new shares representing a maximum theoretical capital increase of €1,886,880.9625.
This exercise price of €0.0125 represents a premium of 13.64% over the closing price on July 23, 2024 of €0.0110 and of 55.10% over the closing price less the theoretical value of the BSA calculated on the basis of the ex-BSA share price (i.e., €0.0081 based on a theoretical value of a BSA of €0.0029).
The 226,425,716 warrants will be the subject of an application for admission to listing on the Euronext Growth Paris market. They will therefore be listed on a separate line and entitled "BSA" (ISIN: FR001400RIB4).
The term of the warrants is set at three (3) years from the date of their allotment, i.e., until August 2, 2027 inclusive.
Each request to exercise the BSA must be for a minimum of 135,000 BSA to enable the subscription of a minimum of 90,000 new Tonner Drones shares.
PROCEEDS OF THE TRANSACTION
If all the BSA are exercised, the gross proceeds of the transaction could amount to €1,886,880.9625.
OBJECTIVES OF THE OPERATION
The purpose of this operation to issue warrants, which will be allocated free of charge to all shareholders in proportion to their shareholdings, is to :
strengthen the loyalty of the Company's existing institutional and individual shareholders,
attract new investors interested in the optional nature of the share warrants, and
enable the Company to raise funds when the warrants are exercised. The funds raised would then be used to fund the extend financial visibility and expand investment possibilities.
INDICATIVE TIMETABLE FOR THE TRANSACTION
July 12, 2024 Decision by the Board of Directors on the principle of issuing share warrants to be allocated free of charge to shareholders (use of the 3th resolution of the Annual General Meeting of January 27, 2024) and sub-delegating all powers to the Company's Chief Executive Officer for the purpose of the issue.
July 23, 2024 Decision by the Chief Executive Officer concerning the issue and free allocation of share warrants to shareholders, and setting the terms and conditions of the issue.
July 24, 2024 Distribution of the press release relating on the transaction
July 29, 2024 Publication of the notice of allotment of the warrants in the BALO
July 29, 2024 Publication by Euronext of the notice of issue and free allocation of warrants.
July 31, 2024 Listing of the Tonner Drones shares ex-rights
Detachment of the BSA right
Listing of the BSA on Euronext Growth
August 1, 2024 "Record date attribution": accounting record date taken into account for the allocation of the BSA.
August 2, 2024 "Payment Date": Delivery of the BSA
August 2, 2024 Start of the exercise period of the BSA
August 2, 2027 End of the BSA exercise period
IMPACT OF THE ISSUE ON THE SITUATION OF A SHAREHOLDER NOT PARTICIPATING IN THE TRANSACTION
As an indication, the impact of the capital increase, if all the warrants are exercised, on the shareholding of a shareholder holding 1% of the share capital of the Company prior to the capital increase (calculations based on the number of shares comprising the share capital of the Company on July 23, 2024) and not participating in the transaction would be as follows: