Tonner Drones receives €2,5M from regular bond issuance
Tonner Drones receives €2,5M from regular bond issuance
Paris, November 18th, 2025, 18:00, Tonner Drones (’the Company’) is pleased to announce that it was able to issue a €2,5M bond with the CEO, a financial investor and an industrial partner.
Tonner Drones has recently completed a restructuring and refinancing process and is now embarking on a growth path. The company is pleased that this process is being recognized by the industry and is delighted that an industrial partner has agreed to support the company. Both companies recognize the benefits of collaboration in the drone sector.
‘I'm excited about this new step in the company's development. I feel we're gaining traction now that our values and expertise are becoming increasingly recognized in the market.” Diede van den Ouden, CEO, said. “We now have a substantial war chest of cash. We will deploy this at the right time to create optimal value for shareholders.’
The regular bond has a maturity until 31-12-2027, to be reimbursed in cash and will bear 4% interest. The bondholders will receive warrants for the same amount of the bond. These warrants have an exercise price of €0,030, a premium of approximately 11% to the 10-day VWAP. BSA has ratio of 1 and maturity of 31-12-2029. Exercise of BSA could generate €2,5M in cash with 14,1% dilution. CEO van den Ouden contributed for €300.000 to this bond.
End of Press-Release.
About Tonner Drones: Tonner Drones develops technologies for the logistics sector. Tonner Drones holds valuable stakes in some promising French drone manufacturers like Elistair and Donecle. Tonner Drones’ strategy is to increase the value of its shareholdings in these companies through active asset management. Additional revenues can be achieved through royalties from patents held by Tonner Drones. Tonner Drones does not plan on owning a factory; however, it is determined to retain R&D for its products and systems in France. Tonner Drones uses an active strategy to manage its treasury.
Tonner Drones’ shares are listed on Euronext Growth Paris (ISIN code: FR001400H2X4).
More information at www.tonnerdrones.com / contact@tonnerdrones.com
Warning
Regarding the merits of any transaction or the making of any investment decision. It does not constitute or include any confirmation or commitment by Tonner Drones (or any other person) regarding the present or future value of Tonner Drones ' business, its securities, its subsidiaries or any other assets of Tonner Drones .
This press release contains forward-looking statements based on current beliefs and expectations regarding future events. These forward-looking statements may include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and/or expectations regarding future financial results, events, operations and services. and product development, as well as statements regarding performance or events. These statements are generally identified by the terms "expect", "anticipate", "believe", "intend", "estimate", "plan", "project", "may", "should" or the negative form of these and other similar expressions. These statements are not guarantees of future performance and are subject to inherent risks, uncertainties and assumptions regarding Tonner Drones and its subsidiaries and investments, trends in their businesses, future capital expenditures and acquisitions, developments relating to contingent liabilities, changes in global economic conditions or Tonner Drones ' principal markets, competitive market conditions and regulatory factors. The realization of these events is uncertain; their outcome could turn out to be different from that envisaged today, which is likely to significantly affect the expected results. Actual results may differ materially from those anticipated or implied in these forward-looking statements. Any forward-looking statements contained in this press release are made as of the date of this press release. Except as required by applicable law, Tonner Drones undertakes no obligation to revise or update any forward-looking statements, taking into account new information or future events.
ANNEXE
TERMES ET CONDITIONS DES OBLIGATIONS ASSORTIES DE BONS DE SOUSCRIPTION D’ACTIONS
(TERMS AND CONDITIONS OF BONDS WITH SHARE SUBSCRIPTION WARRANTS)
| Company | Tonner Drones (the “Company”) |
| Securities | Bonds (the “Bonds”) with warrants giving right to shares of the Company (the “Warrants” and together the “Bonds with Warrants”). |
| Corporate authorizations | The Bonds with Warrants will be issued under the 15th resolution of the shareholders’ meeting of the Company of 19 June 2025. |
| Subscription Period | The Bonds with Warrants will be subscribed and issued between [●] November 2025 and [●] November 2025. |
| Notification | All communications from the Company to the investors will be delivered to them by hand or notified to them by hand or by registered mail with acknowledgement of receipt (or any equivalent process for international notifications) to their respective addresses as shown on their account opened in the Company's books. Each investor may request that his address be changed by notifying his new address to the representative of the estate and to the Company. |
| Applicable law | The Bonds with Warrants will be governed by French law. Any dispute to which the securities may give rise or which may result from it and which has not been settled amicably shall be submitted in the first instance to the Commercial Court of Paris. |
| Characteristics of the Bonds | |
| Subscription Price | The Bonds shall be subscribed at 100% of their par value, i.e. €25,000 per Bond. The subscription will be in cash or by set-off with claims resulting from existing debts of the Company. |
| Form of Bonds | The Bonds will be issued exclusively in registered form. The rights of each bondholder will be represented by an entry in the accounts opened in their names respectively in the Company's register. |
| Maturity | The Bonds will mature on 31 December 2027. |
| Transferability | The Bonds will be freely assignable and transferable by a minimum of 4 Bonds (unless the bondholder holds less Bonds) (i) between each of the bondholders, (ii) to any entity controlled by them within the meaning of Article L.233-3 of the French Commercial Code and/or (iii) to any third party agreed by the Company. Any proposed transfer must be notified to the Company in advance. Any transfer of the Bonds will entail acceptance of all the terms of the issue and the characteristics. |
| Interest Rate | Four percent (4%) per annum paid on 31 December 2025 (on a prorata basis) 31 December 2026 and 31 December 2027. If the Company does not pay the sums due in respect of the performance of a financial obligation under the Bonds, the Company already undertakes to pay the bondholders late payment interest calculated automatically on the sums due on a pro rata temporis basis by applying the annual interest rate of eight percent (8%) per annum. |
| Early Redemption by the Company | The Company shall have the right to request the early redemption of the outstanding Bonds at a price equal to 100% of the outstanding principal amount (plus any accrued interests). |
| Early redemption of the Bonds by the Bondholders | The bondholders may have the right to request the early redemption of the outstanding Bonds by offsetting their claim against the exercise price of the Warrants. The bondholders may request the early redemption in cash in principal and interest of all of the Bonds, following a bondholders meeting decision if any of the cases below has occurred and could not be cured by the Company during a 30-days period:
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| Protection of bondholders | Each bondholder shall personally exercise the powers conferred by law on meetings of bondholders. Its rights will be protected, in accordance with the provisions of the Commercial Code. The bondholders are gathered into a single masse with legal personality. The bondholders will appoint a representative of the Bondholders' masse (the "Bondholder Representative") in accordance with the law. In the event of the convening of the meeting of the bondholders, the bondholders will meet at the Company's registered office or at any other place set out in the notice of meeting. The decisions of the general meeting of the bondholders masse will be taken under the conditions of quorum and majority provided for by the law and regulations in force. Each Bond shall give its holder one vote at the general meeting of the estate. |
| Bondholders' right to information | Each of the bondholders will have the right to information about the Company's activity:
|
| Characteristics of the Warrants | |
| Ratios | To each Bond will be attached 833,334 Warrants. The Warrants will be immediately detached. If the nominal value of the shares is reduced, the Warrant holders will consult with the management to arrange for an adjustment of the Warrants so that the strike price and the ratio are adjusted to achieve an equal proceed from Warrants in euros. |
| Form of the Warrants | The Warrants will be in registered form. |
| Subscription price of the Warrants | The Warrants will be allocated free of charge. |
| Exercise parity of the Warrants | 1 Warrant will give the right to subscribe for 1 new share of the Company with a nominal value of €0.0125 per share. |
| Exercise price of the Warrants | €0.03 per new share. The subscription price of the Company's shares issued upon exercise of the Warrants must be paid up in full, at the time of the exercise of the Warrants in cash. To exercise their Warrant, holders will have to apply to the Company. |
| Exercise period of the Warrants | The Warrants will be exercisable at any time from the date of their grant and up to and including 31 December 2029. The Warrants not exercised on this date will lose all value and will become null and void (the "Exercise Period"). |
| Minimum Exercise Ratio of the Warrants | Unless the Warrant holder does not hold enough Warrants, any request to exercise the Warrants must relate to a minimum of 1,000,000 Warrants allowing the subscription to a minimum of 1,000,000 new Tonner Drones shares. |
| Payment of the exercise price of the Warrants | The Warrant holder may request payment of the exercise price of the Warrants in cash and/or by way of set-off against the debt owed to him/it by the Company under the Bonds he holds. |
| Release of new shares subscribed upon exercise of the warrants and dividend date | The new shares resulting from the exercise of the Warrants must be fully paid up when they are subscribed. The new shares resulting from the exercise of the Warrants will carry current dividend rights and will be listed on the same listing line as the old shares. |
| Lapse of Warrants | Warrants that have not been exercised by midnight on 31 December 2029 at the latest will lapse and lose all value. |
| Listing of the Warrants | The Warrants will not be listed. |
| Exercise procedures | To exercise their Warrants, holders must make a request to the Company. The exercise request must relate to a minimum of 1,000,000 Warrants allowing the subscription for a minimum of 1,000,000 new Tonner Drones shares. |
| Delivery of new shares resulting from the exercise of the warrants | The new shares of Tonner Drones resulting from the exercise of the warrants will be delivered three business days following the end of the date of the exercise request received by the Company and the validation of the calculation. |
| Suspension of the exercise of the Warrants | In the event of the issuance of new equity securities or new transferable securities giving access to the Company's share capital, as well as in the event of a merger or demerger, the Board of Directors reserves the right to suspend the exercise of the Warrants for a period that may not exceed three months, as this option may not in any case cause the holders of the Warrants to lose their rights to subscribe for new shares of the Company. In this case, a notice will be published in the Bulletin des Annonces Légales Obligatoires (BALO) at least seven days before the date of entry into force of the suspension to inform the holders of the Warrants of the date on which the exercise of the Warrants will be suspended and the date on which it will resume. This information will also be the subject of a notice published by Euronext Paris. |
| Protection of the rights of Warrant holders | As of the issuance of the Warrants and as long as there are valid Warrants, the rights of Warrant holders will be reserved under the conditions provided for by the law and regulations in force and in particular by Articles L. 228-98 et seq. of the French Commercial Code and in particular:
To this end, it must: 1° either enable the holders of Warrants to exercise them, if the conditions of exercise defined by the Board of Directors of the Company are not met, so that they can immediately participate in the transactions mentioned in the first paragraph or benefit from them, in accordance with the provisions of Article R. 228-87 of the French Commercial Code, 2° either take the measures that will allow them, if they exercise their Warrants at a later date, to subscribe on an irreducible basis for the new securities issued, or to obtain their allocation free of charge, or to receive cash or property similar to those distributed, in the same quantities or proportions and under the same conditions, except with regard to the enjoyment, only if they had been, at the time of these transactions, shareholders, in accordance with the provisions of Articles R. 228-88 and R. 228-89 of the French Commercial Code, 3° either make an adjustment to the subscription conditions of the shares whose issuance will result from the exercise of the Warrants initially planned, so as to take into account the impact of the above-mentioned transactions, provided that such an adjustment is possible with regard to the conditions for the exercise of the Warrants decided by the Company's Board of Directors; the adjustment would be made by applying the method provided for in Article R. 228-91 of the French Commercial Code, it being specified that the value of the preferential subscription right as well as the value of the share before ex-subscription rights would, if necessary, be determined by the Board of Directors on the basis of the subscription, exchange or sale price per share chosen at the time of the last transaction on the Company's capital (capital increase, contribution of securities, sale of shares, etc.) during the six (6) months preceding the meeting of the Board of Directors, or, in the absence of such an operation during this period, according to any other financial parameter that appears relevant to the Board of Directors. The Company may take simultaneously the measures provided for in 1° and 2°. It may, in any case, replace them with the adjustment authorized in 3° if such an adjustment is possible. In the event of a merger by absorption of the Company, each Warrant holder will be notified and will receive the same information as if he or she were a shareholder in order to be able, if he or she wishes, to exercise his or her right to subscribe for shares. The Company may modify its form, its corporate purpose and the rules for the distribution of its profits, as well as amortize its capital and issue preferred shares as provided for in Article L. 228-98 of the French Commercial Code. |
| Masse of warrant holders | In accordance with Article L. 228-103 of the French Commercial Code, the holders of Warrants will be grouped into a body with legal personality and subject to provisions identical to those provided for in Articles L. 228-47 to L.228-64, L. 228-66 and L. 228-90 of the same Code. The Warrant holders will appoint a representative of the Warrant holders masse (the "Warrant holder Representative") in accordance with the law. The Warrant holder Representative will have, without restriction or reservation, the power to perform on behalf of the masse of Warrant holders all management acts for the defence of the common interests of Warrant holders. He/she will exercise his functions until his resignation, his dismissal by the general meeting of the holders of Warrants or the occurrence of an incompatibility. His term of office shall automatically cease at the end of a period of two months from the end of the Exercise Period. This term shall, if necessary, be extended by operation of law, until the final resolution of the ongoing proceedings in which the representative is involved and the execution of the decisions or settlements reached. The representative of the masse will not receive any remuneration. |
| Settlement of fractional shares | Any holder of Warrants exercising their rights under the Warrants may subscribe for a number of new shares of the Company calculated by applying the current exercise parity to the number of Warrants presented. When, as a result of the completion of one of the transactions mentioned in the previous paragraph, the holder of Warrants exercising them is entitled to a number of new shares forming a "fractional", he may request that the following be allocated to him:
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| Informing Warrant holders in the event of an adjustment | In the event of an adjustment, the new conditions of exercise will be brought to the attention of the holders of Warrants resulting from this issue by means of a notice published in the Bulletin des Annonces Légales Obligatoires (BALO). The Executive Board will report on the calculation elements and the results of the adjustment in the first annual report following the adjustment |
| Purchases by the Company and cancellation of warrants | The Company reserves the right to make purchases of Warrants at any time, without limitation of price or quantity. Warrants purchased will cease to be considered as outstanding and will be cancelled, in accordance with Article L.225-149-2 of the French Commercial Code. |
| Other markets and places | None |
| Date of issue of the new shares | The new shares will be issued as the Warrants are exercised before 31 December 2029. |
| Listing and nature of the new shares resulting from the exercise of the Warrants | The new shares resulting from the exercise of the Warrants will be ordinary shares of the Company, of the same class as the existing shares of the Company. As soon as they are admitted to trading on the Euronext Growth Paris market, they will be assimilated to the Company's old shares. The new shares resulting from the exercise of the Warrants will be subject to periodic applications for admission to trading on Euronext Growth Paris and will be tradable on the same line as the existing old shares. They will be traded under the same ISIN code as the Company's existing shares, ISIN FR001400H2X4. |
| Dividend date | The new shares resulting from the exercise of the Warrants will carry current dividend rights and will be listed on the same listing line as the existing shares. |
| Form | The new shares may be in registered or bearer form, at the option of the holders. |
| Negotiability of new shares | There is no clause in the articles of association limiting the free trading of the shares making up the Company's share capital. The new shares will therefore be freely negotiable |
| Miscellaneous | |
| Representations of the Company | The Company has given representations and warranties that are customary for a transaction of this nature. These representations and warranties relate to the following matters:
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| Confidentiality | However, the Company will make a public announcement of the transaction contemplated under this agreement as required by law or regulation. |
| Insider List | As from the date hereof, the Company shall register the holders of Bonds and Warrants on a list of occasional insiders up until the earliest of the date of public announcement of the transaction contemplated. |
Attachments
- ENG_Tonner Drones raises €2,5M through regular bond issuance
- ENG_Tonner Drones raises €2,5M through regular bond issuance
