Dolfines

2022 was a splendid year for oil and gas service companies as they benefited from a “quasi-renaissance” in investments. Not for all, though. Dolfines had a challenging year with a massively dilutive financing to raise €6.1m (€4.1m in cash and €2m in transaction fees).

Due to the surmounting difficulties in accessing financing options such as bonds, loans to share issues, Dolfines resorted to convertible bonds with warrants (OCABSA: obligations convertibles en actions assorties de bons de souscription d’actions).

The conversion of 2,454 bonds drawn by Dolfines created c.246m new shares in FY22, increasing the total number of shares by c.13x. Negma, the financial intermediary institution which had subscribed to the convertible bonds, sold the shares on the market immediately. OCAs were converted by Negma, at a conversion ratio of 92% of the lowest volume-weighted average share price of 15 trading days on the conversion day. The cost of this financing was a 98% drop in Dolfines’ share price in 2022.

The market was prepared to welcome the news of another accretive acquisition after 8.2 France, which accounted for 40% of the company’s revenues in FY22. Dolfines did, however, not go forward with the acquisition of Maintcontrol due to increasing costs for the company. With a view to tapping into the growing HSE (health, safety and environment) market, it announced the acquisition of another international company. The transaction will include the acquisition of 100% of the voting rights in the company.

The deal was again financed by equity line financing, allowing Dolfines to draw convertible bonds subscribed by Negma. A total of 800 OCAs were issued, accompanied by warrants.

Out of 800 OCAs that were issued as part of the financing for the new acquisition, Negma converted 60 convertible bonds into shares and sold them on the market on 21/02/2023. This transaction increased the number of outstanding shares by 15m, exacerbating the downward pressure on the share. Over the past week, Dolfines has seen a 60% decline in the share price since the deal was announced on 16/02/2023. The number of corresponding shares per bond did not change from the last tranche in December 2022. The current number of shares for the market cap stands close to 299m.

Negma will most likely continue to sell more shares in the market, which will amplify the severe downward pressure on the share. It should, however, be strictly noted that Negma could keep some of the shares as a minority stake owner in the company. This decision will depend on the value that the acquisition will bring and will be highly supportive for Doflines’ market performance.

The acquired company booked €2.75m in revenues in FY22, up 17% compared to the previous year. With a strong EBITDA margin of 9.2%, the company enjoys a net positive cash position. The new accretive acquisition could potentially increase the FY24 revenues by 25-30%.

The due diligence of the deal is scheduled to complete by early March 2023 and the details could be revealed later in the month. In case the consolidation happens, Dolfines could begin seeing the benefits of the deal as soon as Q2 or Q3 at the latest.

Dolfines already has experience in the HSE market with rig audits on O&G platforms and the new company will further expand its footprint in this growing market. Until the market hears more details on the deal, the share price will nevertheless be impacted by the bond conversions and Negma’s sale of the shares.

Upon the disclosure of the deal, we will integrate the potential cash generation by the acquisition.

The impact on the share is more than 5% dilution.