New Capital Increase, Conversion of the Bridge of 2012 and Improved Existing Financing Conditions

 New Capital Increase, Conversion of the Bridge of 2012 and Improved Existing
                             Financing Conditions

  PR Newswire

  BORDEAUX, France, January 3, 2014

BORDEAUX, France, January 3, 2014 /PRNewswire/ --

EUROPLASMA (Alternext - ALEUP), is announcing:

1. Capital Increase and Improved Financing Conditions

  *Rights Issue of €3.8 million

A rights Issue will be carried out with preferential subscription rights for
existing shareholders, up to €3.8 million based on two (2) New Shares for five
(5) existing shares at a price of €0.60 per New Share (see details below), to
finance the working capital needs of Europlasma Group in new money until the
TOD (Take Over Date - provisional technical delivery of the plant).

The working capital needs of Europlasma Group in new money until the TOD are
of around €3 million and the fundraising's budget will be allocated to finance
part of the commissioning of the plant generating electricity from waste and
biomass CHO Morcenx. In particular, the funds raised will support the work of
commissioning of new gasifier and the entire system until the TOD set to
02/28/2014. As a reminder, all costs for the new gasifier were financed
through this summer's financing, and teams have been able to achieve so far an
on-budget construction and erection, positioning the group for an on-time

  *December 2012 Bridge Loan Conversion

At the same time, the reference shareholder, Credit Suisse Europlasma SPV
(CSE), will convert its December 2012 €2.00 million existing bridge loan,
including associated interests €0.2 million into the Rights Issue, partially
or wholly.

Following their recent investment in July 2013, this shows their continued
confidence in the business and support for the company, facilitates the
achievement of the legal threshold of a minimum of 75% subscription of the
Rights Issue, deleverages the Group's balance sheet and further aligns all
shareholders. Given the large conversion commitment of CSE, for this threshold
to be achieved; only € 0.65 million has to be subscribed in cash. In case it
is not, see below.

  *Improved July 2013 Loan and EPC Financing Conditions

As part of the above overall improved financing conditions of the company,
given the continued positive progress in the Morcenx plant, the Management and
Board have successfully renegotiated several key conditions of the group's
existing loans, further creating liquidity and stability for Europlasma and
its subsidiaries.

  *This includes delaying the repayment dates of this summer's loans,
    improving their interest rate, allowing for earlier release of certain EPC
    (Engineering, Procurement & Construction, construction contract and
    turnkey delivery of CHO Morcenx power plant) guarantees and other general
  *All these provide for an improved financing conditions for the Group,
    allowing for decreased cash needs in 2014

  *Specific Risk Factors

       *A partial success would be the case of a total amount of cash
         subscription of more than € 0.65 million but less than €3 million.
       *Failure would be the case of cash subscription of less than € 0.65
       *Given that the Take Over Date is to be achieved within 30 days of the
         end of the subscription period for the New Shares, the Management and
         Board of Directors believe and are confident of the Group's sustained
         durability, providing a unique opportunity for investors to
         participate in the growth of the business at an attractive valuation.
       *However, Management has engaged in discussions with other new
         investors who have shown (and continue to show) interest in the
         company, both at the Europlasma public share level as well as the key
       *As such, if only partial success or failure of the fundraising
         occurs, the Management and the Board of Directors will continue to
         harvest these existing attractive fundraising alternatives,

            *Intensifying discussions with potential qualified investors at
              the Europlasma level, which are on-going and where strong
              interest has been shown, and.
            *The possible investment of minority shares in the subsidiary CHO
              Power, head of the Renewable Energy segment, or Inertam, the
              Hazardous Waste sector.

       *It is reminded that the auditors in their audit report on 2012
         consolidated accounts have made a provision on the goodwill valuation
         of Europe Environnement and AMCEC ( since sold on December 16, 2013
         cf Press Release of December 17, 2013) and an observation on the
         sustainability of the exploitation mentioned in 2.1.2 and 13 of the
         Appendix) .

    2. Operational Updates

    During the second half of 2013, and as per the PR of 2013/10/31,
    Europlasma has been reorganized in two separate business units and an
    engineering bureau tied up to the company's top management.

    The Company is now focused on a successful start of the Morcenx plant,
    developing the "Pipeline" of new projects for the CHOP power plants, a
    sustained and profitable performance from Inertam and a new life of the
    torch & process division: nuclear waste processing and plasma torches for
    the steel industry being the drivers for the near term future of this

       *Renewable Energy (CHO Power) - To date, the Morcenx plant's budget
         and construction schedule are on track. The gasifier is erected on
         its base since 21/11/2013 and the control equipments are being
         fitted. The start-up of the plant is planned from mid -January to
         achieve the Take Over Date on 28/02/2014. Additionally, the KIWI
         prototype (a joint venture with Kobelco Eco Solutions a subsidiary of
         Kobe-Steel) has confirmed the efficiency of the gasifier/Turpoplasma
         association for producing clean syngas.
       *Hazardous Waste (Inertam) - With Inertam having been fully
         reorganized and the equipment completely overhauled, the results have
         significantly improved since the plant restarted operations in late
         September 2013 and the half year loss should not increase at the end
         of 2013. The impact of the operational improvements should be
         perceptible over a full year from 2014 onwards.
       *Torch & process (Europlasma)  - Europlasma delivered to Bulgaria in
         November 2013 the plasma furnace for conditioning of low level
         radioactive waste of the Bulgarian nuclear power plant. The equipment
         has successfully passed the factory acceptance test in summer 2013.
       *Air & Gas (Europe Environnement)  - As revealed in the PR of
         2013/12/17 , the sale of EE (50.2% owned) for a total value of €3.5
         million is effected, bringing in immediate and medium-term cash flow
         relief to the Group.


    3. Future Financing Perspectives

       *Future Financing Needs of the Business
       *The Group will need additional funds (around €2.5 million, assuming
         the consummation in full in cash of the above increase, the
         Take-Over-Date happening on time and the plant performance during the
         ramp up meeting expectations) to face its working capital
         requirements from the Take-Over-Date up to the Acceptance Date,
         scheduled on 30 September 2014.
       *This additional cash need (without contribution from new turnover),
         will be met on an improved financing landscape after the
         Take-Over-Date, once the success of the Morcenx has been established
       *Additional Potential Future Convertible Investment for up  to €2.5

            *Qualified investors' belief in the company is evidenced by their
              expressed desire to invest in the future.
            *A Term Sheet with qualified investors is being discussed for an
              additional up to €2.5 million.
            *This financing will be issued on terms that are at least as
              favorable to the Company than the contemplated Rights Issue,
              ensuring the company's shareholders receive the most optimal
              terms at all times.
            *At this point, it provides the company with the potential for
              future funds to ensure its liquidity for the medium-term,
              mitigating the above future cash needs.

    4. Chairman's Message with on the Financing and New Management

    "The funds raised will be used by Europlasma to allow the Group to face
    its working capital requirements up to the Take-Over Date scheduled on
    28/02/2014, unlocking a much more improved financing landscape for the
    Group at that time.

    These funds will also allow our new CEO, Jean-Eric Petit (please refer to
    PR issued on 2013/12/19) to follow up on the job done since July 2013 and
    to focus on the Group's growth and profitability, ensuring our
    shareholder's interests and best cared for and restoring confidence in our

    5. Right issues details

    Indicative schedule:

    - Authorization of the issue :

    Decision of the Board of Directors on 23 December 2013 under the
    delegation granted by the combined general meeting of November 8 ^th ,
    2013 (14 ^th resolution)

     Board of Directors' decision                       23 December 2013
     Publication of a press release relating to
     the issue                                           3 January 2014
     Publication of a notice in the French
     official gazette (BALO)                             3 January 2014
     Opening of the subscription period                  6 January 2014
     Closing of the subscription period                 20 January 2014
     Publication of NYSE Euronext Paris SA's
     notice relating to the admission of the new
     shares and the scale for the distribution
     of subscriptions subject to allocation             24 January 2014
     Settlement-delivery of New Shares                  29 January 2014
     Listing of New Shares                              29 January 2014

    - Conditions for the transaction:

    The transaction involves the issuance of 6,305,894 New Shares,
    representing 40% of the number of shares constituting the share capital of
    the Company prior to operation. The potential voting rights from the
    capital increase will be below 40% of the related number of shares due to
    the statutory double voting rights for nominative shares held for more
    than 2 years.

    Issue amount - The amount of the 6,305,894 New Shares issue, including the
    issue premium, represents a total of €3,783,536.40 (€630,589.40 nominal
    and €3,152,947.00 issue premium), corresponding to the product of the
    number of New Shares to be issued multiplied by the subscription price for
    one New Shares, i.e. €0.60.

    Extension option - The Board of Directors may increase the amount of the
    issue in the event of excess demand, as authorized by the combined general
    meeting on November 8 ^th , 2013 (19 ^th resolution)

    Subscription price - The unit subscription price for a New Share is €0.60,
    representing an issue premium of €0.50. The price is equal to 81% of the
    volume weighted average trading price for the last five trading days
    before the Board of Directors' decision to issue the capital increase.

    Subscription opening and closing dates - From January 6, 2014 to January
    20, 2014.

    Preferential subscription right on an irreducible basis - Subscriptions
    for New Shares are reserved in priority for existing shareholders or
    transferees of the preferential subscription rights, who will be able to
    subscribe on an irreducible basis, with 2 New Share for 5 preferential
    subscription rights, without taking into consideration any fractions.

    Shareholders or transferees of their preferential subscription rights
    which, relative to the subscription on an irreducible basis, may not hold
    a sufficient number of existing shares or preferential subscription rights
    to obtain a whole number of New Shares, will be able to buy or sell the
    number of preferential subscription rights necessary to reach a multiple
    giving a whole number of New Shares.

    Preferential subscription right subject  to  allocation - Shareholders
    have a subscription right for shares subject to allocation.

    Exercise of the preferential subscription right - To exercise their
    preferential subscription rights, holders will need to submit a request
    through their financial intermediary if any and pay the corresponding
    subscription price. The preferential subscription right will need to be
    exercised by its beneficiaries, subject to being forfeited, before the end
    of the subscription period.

    In accordance with French law, such rights may be traded for the duration
    of the subscription period, i.e. for January 6, 2014 to January 20, 2014
    inclusive, under the same conditions as existing shares.

    The selling party will divest the preferential subscription right to the
    transferee which, for exercising the preferential subscription right
    acquired in this way, will purely and simply take the place of the
    existing shareholder in terms of all the rights and duties.

    Any preferential subscription right not exercised by the end of the
    subscription period will be null and void as of right.

    If subscriptions on an irreducible basis and subject to allocation have
    not accounted for the entire share issue as defined above, the Board of
    Directors may use, in the order it deems relevant, some or all of the
    options provided for under Article L. 225-134 of the French commercial
    code (Code de commerce), with the exception of a public offering as per
    Articles L 411-1 and L 411-2 of the French monetary and financial code
    (Code monétaire et financier).

    Listing of the preferential subscription rights - The preferential
    subscription rights will be detached on January 6, 2014. They will be
    listed and traded on NYSE Euronext Alternext Paris under ISIN FR0011680016
    from January 6, 2014 to January 20, 2014 inclusive.

    Limitation of the capital increase - The Board of Directors may limit the
    capital increase to the amount of subscriptions collected provided that
    these represent at least 75% of the amount initially set.

    Impact on participation in the capital of a shareholder

    A shareholder holding 1% of the capital of the Company prior to the issue
    and decided not to subscribe to the new shares would see its stake in the
    Company evolve as follows:

                                               Number of       % of
                                               shares          participation
     Before transaction                        15 764 735      1,00 %
     If taking into account the potential
     capital outstanding ( free shares scheme) 402 912         0,98 %
     Shares resulting from the capital
     increase                                  6 305 894
     After transaction                         22 070 629      0,71 %
     If taking into account the potential
     capital outstanding                       22 473 541      0,70 %

    Payment of subscriptions 

    Subscriptions for New Shares and payments of funds by subscribers, whose
    securities are registered on a bearer or administered registered basis, or
    their authorised agent acting in their name and on their behalf will be
    received until January 20, 2014 inclusive by the authorised financial

    Subscriptions and payments by subscribers whose shares are held on a pure
    registered basis will be received free of charge until January 20, 2014
    inclusive by CACEIS Corporate Trust, Services titres et financiers, 14 rue
    Rouget de Lisle - 92862 Issy Les Moulineaux - Cedex 09, France.

    Each subscription must be accompanied by payment of the subscription

    Funds paid in support of subscriptions will be cleared by CACEIS Corporate
    Trust, 14 rue Rouget de Lisle - 92862 Issy Les Moulineaux - Cedex 09,
    France which will be responsible for drawing up the certificate of deposit
    for funds acknowledging the performance of the capital increase and the
    issuing of the New Shares. Subscriptions for which payments have not been
    made will be cancelled as of right, without requiring any prior notice.

    The planned delivery date for the New Share is January 29, 2014.

    Guarantee and intention of existing shareholders - There is no performance
    guarantee (garantie de bonne fin) provided for the transaction. The
    current reference shareholder CSE SPV will participate in the fundraise by
    converting its December 2012 €2m bridge loan, partially or wholly (based
    on further subscriptions made), into the rights issues.

    Dividend entitlement for New Shares - The New Shares, which will be
    subject to all the provisions form the bylaws, will be created with an
    entitlement to dividends as of their creation. As of their issue, they
    will be assimilated with the existing shares.

    Listing of New Shares - A request will be made for the new Shares
    resulting form capital increase to be admitted for trading on NYSE
    Euronext Alternext Paris. However, they will only be able to be listed
    once the custodian's certificate of deposit has been drawn up. The will be
    admitted on the same listing line as the existing shares and will be fully
    assimilated with them as soon as they have been admitted for trading on
    NYSE Euronext Alternext Paris, which is scheduled for January 29, 2014.


    In accordance with the provisions of Article L. 411-2 of the French
    monetary and financial code (code monétaire et financier) and Article
    211-3 of the general regulations drawn up by the French securities
    regulator (Autorité des Marchés Financiers, AMF), the present right issue
    and private placement will not be covered by an AMF-approved prospectus
    since the total amount of each offering is included between €100,000 and
    €5,000,000, and concerns financial securities which do not represent more
    than 50% of Europlasma's share capital in total.

    A notice for shareholders relating to the right issue is being published
    today in the French official gazette (Bulletin des Annonces Légales et
    Obligatoires, BALO).

    Investors are invited to consider the risk factors described in the
    management report of the Group in 2012 (document available including on
    the website of the company, in the Shareholders & Investors section / AGM
    November 8, 2013: )

    About Europlasma

    Europlasma is a French Group operating in the clean technologies and
    renewable energy production industries. Founded in 1992 to apply its
    proprietary plasma torch technology to hazardous waste destruction, it is
    now built on the following three business units:

       *Torches & Processes - Europlasma is a world-wide supplier of plasma
         heating systems and related applications
       *Hazardous Waste - Inertam is the global specialist in the destruction
         and recycling of asbestos and hazardous waste
       *Renewable Energies - CHO Power is a producer of electricity from
         waste and biomass gasification. [Alternext - NYSE Euronext Paris - Mnemo:
    ALEUP - Isin: FR0000044810]

    Press and inves to r contacts   François MARCHAL , Acting Chief
    Executive Officer Estelle MOTHAY , Chief Financial Officer Anne BORDERES ,
    Press & Shareholders contact Tel: +33-556-497-000  
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