Prospectus • Jul 6, 2020
Prospectus
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PRESS RELEASE Boulogne-Billancourt, 6 July 2020
ENERGISME is announcing today the launch of its initial public offering with a view to allowing its shares to be traded on the Euronext Growth Paris® market (ISIN: FR0013399359/Ticker: ALNRG).
From the climate emergency, to energy savings, developing renewable energy and Green Data, energy is at the core of the major challenges facing companies and the planet today. To take on these challenges, the ability to collect, process and use data has become a key priority. In this context, ENERGISME's mission is to accelerate companies' and buildings' energy performance using intelligent data to achieve financial, operational and environmental gains that are substantial and, above all, measurable.
Founded in 2004 and taken over in 2015 by energy sector specialists, ENERGISME has developed a SaaS technology platform that provides solutions to the problems faced by all energy performance stakeholders, including energy service providers, energy suppliers and distributors, manufacturers and property managers. For users of the ENERGISME solution, there are multiple benefits, including real-time data collection, enhanced data reliability and curation, detection of anomalies and potential savings, optimisation of facilities and supply contracts, monitoring and
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1 These schemes under French law are conditional and within applicable ceilings. Interested parties should contact their financial advisor.
Boulogne-Billancourt, 6 July 2020
IPMVP (International Performance Measurement and Verification Protocol) certification of energy performance contracts, improving actions taken, etc.
As such, the platform provides real-time access to an extensive catalogue of high value-added and easily deployable applications (dynamic mapping, monitoring and valuation of improvement actions, data management, predictive modelling, pricing optimisation, etc.). Information is displayed using an easily configurable, ergonomic interface (no software to install) that is completely interoperable (no new data silos are created).
Thanks to this comprehensive range of functions, the solution removes all barriers or constraints to data collection (data heterogeneity and massification, multiple information sources, diversity of needs and uses, costly intervention of data experts, etc.) processing and usage (real time, siloing and compartmentalisation of access that limits analysis and information sharing).
ENERGISME's solution is today unrivalled and handles the entire energy performance data valuechain, with no limit on the number of users or sites, on the types of energy (electricity, gas, water, etc.), uses (heating, cooling, processing, production lines, etc.) or data sources (meters, IoT sensors, machines, Building/Centralised Management Systems, ERP, CRM, flat files, etc.).
The strength of ENERGISME's SaaS platform comes from a solid technological base with €18.5m invested in R&D over the last five years, in addition to a team of engineers (85% of the company's workforce of 102 people as of the end of May 2020) with cutting-edge expertise (Data engineers, DevOps, Data scientists, IoT engineers, etc.). These key factors help the company stand out on the market and are reinforced by over 100 technology partners, including industry giants like Microsoft Azure. All these attributes enable ENERGISME to benefit from a best-in-class, powerful, scalable, secure and collaborative infrastructure that covers the entire energy data value chain.
Bolstered by its platform's technological and operational attributes, 114 large account clients that are references on their markets have already adopted the ENERGISME solution. This customer base alone provides major revenue growth potential.
In addition to the recurring character of its SaaS-based business, where the company's initial contracts have durations of 3-5 years assuring high customer loyalty, ENERGISME's business model draws on several important growth drivers, including roll out (extension of data points, increased number of sites, users, data sources, etc.) and upselling (development and marketing of specific functions) to its existing client base. Furthermore, ENERGISME plans to open up its platform to its clients' partners in order to develop a circular knowledge economy (Knowledge-Sharing Management) in order to incorporate artificial intelligence algorithms from AI partners for example.
Boulogne-Billancourt, 6 July 2020
Beyond growing its existing client base, ENERGISME is poised to step up its sales momentum. In this area, the company is already drawing on a network of sales partners that offer a whitelabelled ENERGISME solution (IT services companies, IoT operators, engineering firms, integrators and VAR (value-added resellers), etc.) that limit customer acquisition costs and drive business development. In the first half of 2020, over 300 sales associates have already been trained at these partners and they will be driving the company's growth over the coming months.
ENERGISME's revenue amounted to €1.5m in 2019, a 58% increase compared to 2018. The company posted a net loss of €6.7m in 2019.
Thanks to the clear visibility inherent in its SaaS model, ENERGISME is forecasting a pick-up in growth in 2020, with revenues expected to exceed €4m, for growth of over 160%.
ENERGISME has committed to a determined approach to corporate social responsibility (CSR). This commitment was clearly evidenced in May 2020 when ENERGISME achieved a score of 60/100 from extra-financial analysis company EthiFinance, which rates the company's extra-financial performance as "advanced". With this rating, ENERGISME is over 34 points ahead of the sector average.
At the beginning of the placement period, ENERGISME had €6.86m in firm subscription commitments already secured from nine institutional investors, including €1.44m through the conversion of Convertible Bonds issued on 29 June 2020. These commitments account for over 85% of the gross offering amount.
The net proceeds of the funds raised from the issue of New Shares (€8m based on the Offering Price) will enable ENERGISME to pursue the following targets:
Although no targets have been identified as yet, ENERGISME is monitoring its market for potential external growth opportunities and reserves the right, should an acquisition opportunity arise, to reallocate some of the funds detailed above by reducing the amount allocated to increasing the sales force.
Boulogne-Billancourt, 6 July 2020
"The time is now to bolster our market positions in France and internationally. We have already won over more than one hundred companies thanks to our unrivalled technological solution on the market. All indicators are giving us the green light to forge ahead. Energy performance is a key concern for companies today, driven by structural concerns that have been reinforced by the current health crisis, including greater awareness of environmental issues, increasingly stringent regulations, and the need to reduce costs and improve operational performance and resilience. Beyond the additional revenue expected from our client base, our indirect sales network that is now in place affords us considerable growth potential and, thanks to our SaaS subscription model, we have clear visibility on our future growth. We are ready to scale up and offer a common digital foundation for the energy transition ecosystem. Our planned IPO is fully in line with this ambition."
ENERGISME is announcing that it respects the eligibility criteria for SME-ISE personal equity plans under French law. As a result, ENERGISME shares can be fully integrated into personal equity plans (PEAs) and PEA-PME accounts, which enjoy the same tax benefits as a traditional PEA*.
ENERGISME also qualifies as a BPI Entreprise innovante* (innovative company).
*These schemes under French law are conditional and within any applicable ceilings available. Interested parties should contact their financial advisor.
Founded in 2004 and taken over in 2015 by energy sector specialists, ENERGISME has developed a SaaS technology platform to accelerate companies' and buildings' energy performance (energy service providers, energy suppliers and distributors, manufacturers and property managers) by using intelligent data to achieve financial, operational and environmental gains that are substantial and, above all, measurable. Bolstered by its platform's technological and operational attributes and thanks to €18.5m in investments, ENERGISME already has 114 large account clients. A white-label solution is also being marketed to blue-chip industry players.
Boulogne-Billancourt, 6 July 2020
Lead Managers and Bookrunner
Advisor and Listing Sponsor
Communications agency
ENERGISME Thierry Chambon [email protected] Tel. +33 (1) 81 89 33 90
Press Relations Jennifer Julia [email protected] Tel. +33 (1) 56 88 11 19
Investor Relations Victoire Demeestère [email protected] Tel. +33 (1) 83 62 80 44
Public limited company with a board of directors with a share capital of €431,649 divided into 4,316,490 shares with a par value of €0.10.
Name: ENERGISME Ticker: ALNRG ISIN: FR0013399359 Market quoted on: Euronext Growth Paris ICB Classification: 10101015 – Software LEI: 9695004RP20YYZYY7E41 Eligible for the SME-ISE personal equity plan (PEA) and "BPI Entreprise innovante" qualification*
*These schemes under French laware conditional and within any applicableceilings available. Interested parties should contact their financial advisor.
The Offered Shares will be distributed as part of a global offer (the "Offering"), comprising:
▪ an offering to the public in France in the form of a public fixed price offer, mainly intended for natural persons ("Fixed Price Offer" or "FPO"), whereby: 1. orders will be broken down according to the number of shares requested: order fraction A1 (from 1 share up to 250 shares) and order fraction A2 (over 250 shares);
Boulogne-Billancourt, 6 July 2020
▪ a private placement primarily intended for institutional investors in France and certain other countries (with the exception of the United States, Canada, Australia and Japan) ("Private Placement").
€4.65 per Offered Share (the "Offering price"), comprising a par value of €0.10 and additional paidin capital of €4.55.
A maximum of 1,720,430 New Shares to be issued for the purposes of the capital increase in cash, without pre-emptive subscription rights, through an offering to the public (the "New Shares").
For reference, approximately €8m, based on the Offering Price of €4.65 per share.
The subscription commitments received total €6.86m, which represents 85.75% of the New Shares Offered based on the Offering Price.
INOCAP GESTION has committed to place a subscription order for a total amount of €1.44m through the conversion of Convertible Bonds issued on 29 June 2020, which ENERGISME intends to fulfil in its entirety.
GREENSTOCK and seven other institutional investors have indicated their intention to subscribe for a total of €5.42m in cash, which ENERGISME intends to fulfil in its entirety if demand permits, however, this amount may be reduced in order to respect the standard allocation principles.
Company's lock-up agreement: 180 days, notwithstanding certain exceptions detailed in the Information Document.
Managers' holding agreements: Thierry Chambon, Chief Executive Officer, Pierre Vidal, Deputy Chief Executive Officer, and Alexis Tran, Innovation and Technical Director, who respectively own, directly and indirectly, 6.09%, 7.00% and 3.96% of the Company's shares as of the date of this Information Document, signed a commitment on 2 July 2020 to hold, subject to certain exceptions:
Boulogne-Billancourt, 6 July 2020
| 03/07/2020 | The Board of Directors decides on the terms of the transaction |
|---|---|
| 03/07/2020 | The Euronext Board approves the plan to allow trading on Euronext Growth |
| 06/07/2020 | Distribution of the press release announcing the Offering Launch of the Company's "market" website: https://investir.energisme.fr Opinion from Euronext Paris on the opening of the FPO and the Information Document made available online Opening of the FPO and the Private Placement |
| 16/07/2020 | Closure of the FPO at 5:00 p.m. Paris time for subscriptions at counters and 8:00 p.m. Paris time for online subscriptions. - Closure of the Private Placement at 5:00 p.m. Paris time |
| 17/07/2020 | Distribution of the press release detailing the final number of New Shares and the outcome of the Offering. Opinion from Euronext Paris on the outcome of the Offering |
| 21/07/2020 | Settlement-delivery of the FPO and the Private Placement |
| 22/07/2020 | Trading in the company's shares begins on Euronext Growth. |
The net proceeds of the funds raised from the issue of New Shares (€8m based on the Offering Price) will enable ENERGISME to finance growth (WCR) (25% of funds raised) and increase its sales force, especially for international development (75% of funds raised).
Although no targets have been identified as yet, ENERGISME is monitoring its market for potential external growth opportunities and reserves the right, should an acquisition opportunity arise, to reallocate some of the funds detailed above by reducing the amount allocated to increasing the sales force.
Copies of the Information Document filed with Euronext on 3 July 2020 are available free of charge upon request from the head office of ENERGISME (88 Avenue du General Leclerc – 92100 BOULOGNE-BILLANCOURT). An electronic copy can be obtained from the Euronext website (www.euronext.com) or the Company's website (https://investir.energisme.fr).
Any investment in shares entails some risk. Before making any decision to invest, investors are invited to consult Chapter 3 "Risk Factors" and Chapter 20 "Risk Factors Associated with the Offering" of the Information Document.
This press release contains indications on the Company's outlook and focuses of development. These indications are sometimes identified by the use of the future or conditional tense, or terms of a forward-looking nature such as "think", "aim", "expect", "intend", "estimate", "target", "believe", "wish", "could", "should" or "may", or where applicable the negative form of these terms, or any
Boulogne-Billancourt, 6 July 2020
other variant or similar terminology. This information is not historic data and may not be interpreted as a guarantee that the events and data referred to will occur. This information is based on data, assumptions and estimates considered as reasonable by the Company. It is subject to change or modification due to uncertainties associated in particular with the economic, financial, competitive and regulatory environment. This information contains data pertaining to the Company's intentions, estimates and targets concerning in particular the markets on which it operates, its strategy, growth, results, financial position and cash position. The forward-looking information provided in this press release is provided as of the date of the press release. The company makes no commitment to publicly update the forward-looking information in this press release, unless required to do so by applicable legal or regulatory obligations. The Company operates in a constantly changing and competitive environment. Accordingly, it cannot anticipate all the risks, uncertainties and other factors liable to affect its business, their potential impact on its business, or to what extent the occurrence of a risk or combination of risks may have materially different results than those referred to in any forward-looking information, bearing in mind that none of this forward-looking information constitutes a guarantee of actual results.
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