RUBIS: Strengthening the Group's financial resources by establishing a new line of capital

Paris, November 9, 2021, 6:50pm

STRENGTHENING THE GROUP'S FINANCIAL RESOURCES

BY ESTABLISHING A NEW LINE OF CAPITAL

This document is a translation of the original French press release and is provided for information purposes only. In all matters of interpretation of information, views or opinions expressed therein, the original French version takes precedence over this translation.

In accordance with the delegations granted by the Combined Shareholders' Meeting and by the General Partners on June 10, 2021, Rubis has set up on November 9, 2021, an equity line, through the issuance of equity warrants fully subscribed by Crédit Agricole Corporate and Investment Bank (« Crédit Agricole CIB »), allowing Rubis to carry out successive share capital increases within the authorised limit of €5,500,000 of nominal value (corresponding to 4,400,000 shares with a par value of €1.25), i.e. around 4.3% of Rubis' share capital.

These equity warrants can be exercised at Rubis' discretion, in successive tranches, during a 37-month period. Crédit Agricole CIB has undertaken to subscribe, within the framework of the agreement of equity warrants' issuance, Rubis' shares resulting from the equity warrants' exercise.

The subscription price of the shares resulting from the equity warrants' exercise will be set at a 5% discount to the volume-weighted average of the quoted share prices over the two trading days preceding its fixing.

This equity financing mechanism has proven to be particularly well suited to the Group's growth strategy, offering flexibility and complementarity alongside other means of financing, bearing in mind that Rubis' free cash flow and traditional bank loans will remain the priority means of financing.

As an illustration, the potential increase in shareholders' equity could reach around €118.6 Million[1].

Crédit Agricole CIB, acting as financial intermediary, does not intend to remain shareholder of the Company.

The number of shares issued and listed on Euronext in Paris will be released by Euronext notice and by a publication on the Rubis' website.

This operation does not require the issuance of a prospectus subject to the approval of the French Financial markets authority (Autorité des marchés financiers).

Potential impact of this equity line on a 1-percent stake held prior to the share capital increase in the Company share capital (on the basis of the 102,478,020 shares comprising the share capital on November 9, 2021):

[1] On the indicative basis of the closing trading price on November 8, 2021.

[2] The diluted basis is calculated taking into account the shares that could be issued in title of free allocation of ordinary shares (or « performance shares") plans, of preferred shares plans and stock options plans as of November 9, 2021 (these plans being fully submitted to the achievement of performance conditions). 

[3] These percentages do not take into account shares that could be in the future bought back by Rubis and then canceled in accordance with the 1st et 2nd resolutions approved by the Combined Shareholders' Meeting and by the General Partners on December 9, 2020. If they were taken into account, a 1-percent stake held in the Company share capital prior to the share capital increase would represent, after new share capital decrease and shares' issuance resulting from the equity warrants' exercise, 0.96% of the share capital on a diluted basis.