Roctool S A : 20251107PR Roctool Capital Increase ENG

About this update from Roctool Sa

‌Press Release Le Bourget-du-Lac, November 7, 2025 - 6pm CET Roctool announces plans for a €1,4 million capital increase to strengthen its industrial offering and expand into new international markets. Roctool ( Euronext Growth - FR0010523167 - ALROC ), a specialist in innovative induction heating and cooling technologies for plastics and composites, has announced its decision to increase its capital by €1.4 million. The increase will be subscribed by Po Quan Holdings Pte. Ltd., a Singapore-based company, for €1.2 million, as well as by a French institutional investor. Po Quan is the majority shareholder of Compose MFG1, a key industrial and commercial partner of Roctool, mainly for deploying innovation in aerospace, sports and leisure and high-performance plastic and composite applications. Mathieu Boulanger, CEO of Roctool stated " For the past 2 years, Compose MFG has been a leading client, partner and supplier for Roctool, now emerging as a key player in the manufacturing of thermoplastic composite parts using Roctool technology for numerous international customers." Sébastien Ignotis, CEO of Po Quan added " Roctool's technology for molding plastics and composites has tremendous potential. This investment will allow Roctool to position itself in high growth markets and work alongside us to develop its industrial offering for users around the world. As a user of Roctool technologies, we want to support Roctool in its commercial development projects. " A Renewed Commercial Dynamic for Roctool With the plastics industry going through some significant changes, this €1.4 million fundraising will let Roctool focus its business on high value-added applications to really meet market needs by offering high-tech, high value-added materials and production processes that are both cost-effective and energy efficient. The partnership with Compose MFG will provide industrial support and a stronger international foothold, particularly in Asia, where demand for high-performance molding solutions is rapidly growing. Terms of the Capital increase Legal framework for the capital increase In accordance with the fourth resolution of the Extraordinary Shareholders' Meeting of September 19, 2025, the Company's Board of Directors has decided in favor of issuing new shares with a par value of €0.20, with cancellation of preferential subscription rights in favor of specific categories of investors. The issue price of the new shares was set at 0,25 euros per share, representing a premium of 65,99% over the volume-weighted average price of the last five trading sessions on the Euronext Growth market preceding the meeting of the Board of Directors that decided on the principle of issuing new shares. After the transaction, Roctool will have 12,416,186 shares outstanding. An existing shareholder owning 1% of the capital before the operation will hold 0.55% afterward. Major investors The transaction will be carried out with Po Quan Holdings Pte. Ltd., which will subscribe to 4,800,000 new shares, representing a total amount of €1,200,000 (including issue premium), and a French institutional investor, which will subscribe to a total of 800,000 new shares, representing a total amount of €200,000 (including issue premium). Proceeds from the issue The gross proceeds from the issue of new shares will amount to 1.400.000 euros. Admission of new shares Settlement and delivery of the capital increase are expected to take place on November 12, 2025 The Company's new shares are expected to be admitted to trading on the Euronext Growth market on November 12, 2025. They will be listed under the same ISIN code as the existing shares (ISIN code FR0010523167), will carry dividend rights from the date of issue, and will be immediately and fully assimilated to the Company's existing ordinary shares. Changes in Governance Two board members representing Po Quan were co-opted to replace Flextronics and Mr. Mathieu Boulanger, CEO of Roctool S.A. Absence of Prospectus This transaction does not require the publication of a prospectus subject to the approval of the Autorité des marchés financiers (the "AMF"). The information provided herein complies with the AMF Position-Recommendation DOC-2020-06, "Guide to drafting prospectuses and information to be provided in the event of a public offering or admission of financial securities," and is fully contained in this press release. Use of funds and value creation Cash Position and Operational Efficiency In recent months, strengthening the company's cash position has been essential, as Roctool faced short-term financing needs. The company implemented the necessary measures to ensure business continuity and, notably, filed a request with the Tribunal de Commerce de Chambéry to open a conciliation procedure to restructure its debt with creditors. Following the capital increase, the company's main financial and operational objectives will be to restore a healthy cash position and ensure supplier payments. In addition, the operational restructuring initiated at the end of the first half of 2024 will continue, enabling Roctool to gain greater agility and further reduce its break-even point. Business Model Developments Deploy more tailored and comprehensive offerings by leveraging synergies with ENRX and Po Quan Group (Compose Manufacturing). Accelerate trials with targeted customers in order to better quantify the benefits of Roctool's technologies for their products in the U.S., Europe, and Asia. Develop new prototyping and part-manufacturing services through Roctool's major global clients already equipped with its technologies, including Compose Manufacturing in Asia, to meet the High-Performance Focus Accelerate access to Roctool induction solutions by precisely tailoring the benefits to each priority application. Examples include injection and compression molding of technical and high-temperature materials, and automotive lighting applications. Breakdown of capital after the transaction Number of Shares % of Share Capital Number of Voting Rights % of Voting Rights Po Quan 4 800 000 38 ,66% 4 800 000 35,97% Nextstage (1) 1 807 547 14,56% 1 807 547 13,55% ENRX Group 1 111 111 8,95% 1 111 111 8,33% Trocadero 655 196 5,28% 1 104 472 8,28% Flex 369 000 2,97% 738 000 5,53% Employees 200 408 1,61% 252 742 1,89% Other shareholders 3 472 924 27,97% 3 528 959 26,45% Total 12 416 186 100,00% 13 342 831 100,00% (1) Estimate based on information available to the Company. Risk Factors The public's attention is drawn to the risk factors related to the Company and its operations, as presented in the 2024 annual management report, published by the Company on April 28, 2025, and available free of charge on its website ( https://www.roctool.com ). The occurrence of any or all of these risks could have an adverse effect on the Company's business, financial position, results, development, or outlook. Participation in the K Show From October 8 to 15, Roctool had an excellent trade fair at KShow in Dusseldorf, Germany. In a complex industrial environment, Roctool welcomed a large number of visitors and identified new projects during the show. More than 800 visitors were able to discover demonstrations of Roctool technologies for new applications in the medical, automotive (particularly lighting), sports and leisure, consumer goods, packaging, and luxury goods industries. The Roctool teams are already working to follow up on the many opportunities identified, both technically and commercially. Among these, some of significant size, are aimed at eliminating paint on plastic parts, improving surface quality, reducing cycle times for certain high-volume applications, and reducing part thickness for improved performance. Press / Investor Relations Contact Aelyon Valentine BOIVIN +33 1 75 77 54 65 [email protected] About Po Quan Holdings Pte. Ltd.: Po Quan Holdings Pte. Ltd., the parent company of Compose MFG, operates a vertically integrated industrial model in Singapore. The group offers innovative thermoplastic composite solutions covering the entire value chain, from design to delivery, serving the aerospace, automotive, and consumer goods industries. About Roctool: Roctool specializes in rapid heating and cooling technologies for plastic injection and composite molding. The processes developed by Roctool are in production in the following industries: automotive, electronics, consumer goods, renewable energy, luxury, beauty packaging, and medical. Roctool is an induction molding technology for plastic, composites, and recycled materials. Roctool offers engineering services, induction generators, tooling equipment, and on-site support to manufacturers worldwide. Roctool technologies are renowned for eliminating secondary operations, allowing manufacturers to reduce the overall cost of parts produced, as well as their environmental impact. The head office is in Le Bourget-du-Lac (France). Roctool is present in North America, Europe & Asia. More information on: https://www.roctool.com

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