Leuven, Belgium – 29 March 2022 – 21h – Crescent NV, Gaston Geenslaan 14, 3001 Heverlee (Euronext Brussels: OPTI).
Proposal to increase capital by means of contribution of financial receivables, new financing and extension and adjustment of the existing put option agreement with LDA Capital.
The board of directors of Crescent NV proposes to increase the capital by contributing financial receivables for a total amount of 6,923,987.86 euros. The total contribution will be made against the issue of 296,380,374 new shares in the Company.
Contribution of the Remoticom Receivables
Van Zele Holding NV and Global Innovator B.V. jointly have receivables on the Company of EUR 3,640,000 for the unpaid part of the purchase price of the shares of Remoticom pursuant to the purchase agreement dated December 24, 2021 (hereinafter the “Remoticom Receivables”). The part of the Remoticom Receivables for which Van Zele Holding is a creditor amounts to EUR 2,200,000 and the part of the Remoticom Receivables for which Global Innovator is a creditor amounts to EUR 1,440,000.
The Remoticom Receivables are being contributed at an issue price of EUR 0.026 per share, in accordance with the agreement dated December 24, 2021 that was approved by decision of the board of directors of February 21, 2022 in application of articles 7:96 and 7:97 CC.
- Contribution within authorized capital
Pursuant to the agreements between the parties, the capital increase had to take place at the latest at the end of March 2022. Due to the established urgency, the board of directors has decided in the interest of the Company to contribute the Remoticom Receivables of Global Innovator
(1,440,000 EUR ) on March 30, 2022 within the authorized capital as granted to it by decision of the general meeting of March 31, 2021.
- Contribution proposed to the Extraordinary General Meeting
For the Remoticom Receivables held by Van Zele Holding (EUR 2,200,000), Crescent will convene an Extraordinary General Meeting, as already announced in the press releases of November 2, 2021 and December 27, 2021. This meeting will be convened on May 31, 2022, on the same date as the ordinary general meeting.
Contribution of additional receivables.
The board of directors will also convene the Extraordinary General Meeting to bring in additional other receivables for an aggregate amount of EUR 3,283,987.86 at an issue price corresponding to the current market value of EUR 0.021 per share.
In accordance with article 7:97 CC, the Company announces that Van Zele Holding will participate in the above transactions by contributing its receivables in the context of the acquisition of Remoticom (EUR 2,200,000) and by contributing its receivables from advances granted to the Company or intra-group receivables transferred to the Company (estimated at EUR 2,835,498.57).
After both capital increases, the capital of the Company will have increased from EUR 11,995,923.06 to EUR 14,090,155.54 represented by 1,994,069,719 shares.
By cleaning up the balance sheet, the board of directors considers it to be better equipped against the further growth of the Company that started in the fourth quarter of the previous financial year. Based on the debt conversion into capital, Van Zele Holding has agreed to further finance the Company with a credit line of EUR 1,500,000, the amount that the board of directors deems necessary for financing working capital and for the realization of the 2022 budget .
In order to make this financing possible, Mr. Van Zele has indicated that Van Zele Holding has reached an agreement with private investors to sell a package of shares at market value. The Company will disclose more information in this regard in accordance with article 14, first paragraph, of the law of 2 May 2007 on the disclosure of major shareholdings.
Both with regard to the transfer and contribution of receivables and with regard to the new credit agreement with Van Zele Holding, the board of directors of the Company has applied, insofar as necessary, the procedure of article 7:97 CAC, which relates to decisions and transactions with regard to a party related to the Company. This provision implies inter alia the intervention of a Committee of independent directors to advise the board of directors. The conclusions of this opinion are set out at the end of this section.
In addition, the board of directors of the Company has applied Article 7:96 CC, according to which the decision or transaction in which a director is involved does not participate in the deliberation or vote of the Board of Directors. Consequently, director Van Zele Holding NV did not participate in the decision regarding the contribution of receivables to the capital or the approval of the credit agreement with Van Zele Holding.
After evaluating the available information, the Advisory Committee is of the opinion that the proposed Credit Agreement and the intended transfer and contribution of receivables in capital on the proposed conditions does not manifestly prejudice the Company. The Advisory Committee advises the board of directors to approve these transactions.
Extension and amendment of the Put Option agreement with LDA Capital
Finally, the board of directors proposes to the Extraordinary General Meeting to extend the existing put option agreement with LDA Capital and to reduce the issue price of the warrants from EUR 0.046 to EUR 0.031. Under the existing agreement of January 20, 2021, the Company has drawn financing for an amount of EUR 1,755,491 for a total amount of EUR 9,900,000 and a minimum purchase obligation of EUR 5,000,000. The board of directors is of the opinion that this existing financing line remains important for other forms of financing, such as the financing of acquisitions (accretive EBITDA financing). Consequently, the board of directors has decided to extend the plan and to lower the issue price of the subscription rights, subject to the approval of the shareholders.
For more information please contact:
Gaston Geenslaan 14
B-3001 Leuven, Belgium
TEL: +32 (0) 16 31 74 11
FAX: +32 (0) 16 31 74 90