Leuven, Belgium – June 20, 2022 – 17:40, Crescent NV, Geldenaaksebaan 329, 3001 Heverlee (Euronext Brussels: OPTI)
As previously announced, the company increased on June 17 its share capital by contribution in kind of receivables for a total contribution value of EUR 5,483,988 by issuing 240,995,757 shares of new stock. The total contribution value was allocated for 1,702,883 EUR to capital and 3,781,105 placed in the unavailable account “share premium”.
The issue price of 0.026 EUR of the first capital increase, underwritten by Van Zele Holding NV came about at the end of last year during the negotiation talks between Crescent NV, Van Zele Holding NV and Global Innovator BV regarding the acquisition of Remoticom Holding BV. The EUR 2,200,000 receivable from Van Zele Holding NV was contributed, and the share capital increased by EUR 597,895 through the issue of 84,615,384 new shares. The amount of the share premium was increased by 1,602,105 EUR.
The issue price of 0.021 EUR of the second capital increase, mainly (86.5%) subscribed by Van Zele Holding NV was calculated by the Board of Directors on the average volume closing price over a period of one month prior to the Board of Directors’ decision. Total receivables of 3,283,988 EUR were brought in and increased the capital by 1,104,988 EUR through the issue of 156,380,373 new shares. The amount of the issue premium was increased in the amount of EUR 2,179,000.
Upon completion of these capital increases and the issuance of 240,995,757 new shares, the total capital of Crescent as of June 17, 2022 amounts to EUR 14,090,156. The capital is represented by 1,994,069,717 fully paid ordinary shares (=the denominator) as of the same date. There are no preferential shares. Each of these shares confers one voting right at the General Meeting and these shares therefore represent the denominator for the purposes of transparency regulations (i.e. notifications in the event of reaching, exceeding or falling below the statutory or legal thresholds).
In addition to the statutory thresholds, Crescent’s articles of association, in application of Article 18, §1 of the Transparency Act, provide for an additional statutory threshold of 3%.
There are still 49,850,000 warrants issued which, if exercised, entitle the holder to one share each. Holders of warrants only have a consultative vote at the General Meeting of Shareholders.
The following amendments to the Put Option Agreement with LDA Capital were also approved by the extraordinary general meeting of June 17: the extension of the Minimum Commitment Period from July 20, 2022 to December 30, 2023, the reduction of the Exercise Price of the 46,400,000 LDA Warrants from EUR 0.046 to EUR 0.031 per ordinary share, and the extension of the Exercise Period of the LDA Warrants from March 31, 2024 to July 20, 2024.
As mentioned in the recent annual report, the LDA financing will only be used to finance acquisitions that will contribute to additional EBITDA.
B-3001 Leuven, Belgium
TEL: +32 (0) 16 31 74 11