15.11.2016 17:45:00
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Implanet Successfully Completes Capital Increase with Shareholders’ Preferential Subscription Rights
Regulatory News:
IMPLANET (Paris:IMPL) (OTCQX:IMPZY)(Euronext: IMPL, FR0010458729, PEA-PME eligible, hereinafter the "Company”), a medical technology company specializing in vertebral and knee-surgery implants, is announcing the success of its capital increase with shareholders’ preferential subscription rights for gross proceeds of approximately €6.9 million.
Ludovic Lastennet, Implanet’s Chief Executive Officer, commented: "This fund-raising success is a testament to the support of our shareholders and new investors for our Jazz technology platform. Jazz brings undisputed clinical benefits for spinal surgery patients, driving continued growth in France, the rest of Europe and the United States. On behalf of the entire team, I would like to express our sincere appreciation to our shareholders in France and elsewhere for the success of this fund-raising, which will enable us to continue to innovate and drive our expansion.”
At the close of the subscription period, which ended November 9, 2016, the total demand was €6.83 million, or an overall subscription rate of 99.21%:
- 7,055,490 new shares were subscribed through irrevocable entitlement ("à titre irréductible”), representing 71.75% of the new shares issued
- Demand subject to reduction ("à titre réductible”) accounted for the subscription of 2,700,084 new shares.
The initial subscription commitments of the three A Investors1 for a total number of 2,928,570 shares will be fully allocated in connection with the capital increase with preferential subscription rights, and the Company will not proceed to a capital increase reserved to the latter. In addition, the four investors who had undertaken to subscribe for the shares remaining unsubscribed at the close of the subscription period were only allotted 0.79% of the new shares, or a total of 77,531 new shares.
The Company’s share capital post capital increase will amount to €14,913,542.70, divided into 21,305,061 shares, each with a par value of €0.70.
Settlement-delivery and admission of the new shares to trading on Euronext’s regulated market in Paris are scheduled for November 17, 2016. The new shares will carry dividend rights for the current year. They will be immediately fungible with the Company’s existing shares and will be traded on the same line under ISIN code FR0010458729.
SwissLife Banque Privée acted as Lead Manager and Bookrunner for the issue and Maxim Group LLC as placing agent in the United States.
To the Company's knowledge, the distribution of the share capital of the Company on an undiluted basis after the transaction is as follows:
Number of shares |
% of capital |
|||
Founders and historical investors | 193,189 | 0.91% | ||
Financial investors* | 4,716,717 | 22.14% | ||
Corporate officers, employees and consultants | 84,635 | 0.40% | ||
Other physical shareholder | 8,921 | 0.04% | ||
Floating | 16,199,124 | 76.03% | ||
Autocontrol | 102,475 | 0.48% | ||
Total | 21,305,061 | 100.00% |
(*): Taking into account the subscription commitments of investors A
and B
(**): The percentage of voting rights is identical to
the percentage of capital held
Information for investors
The prospectus approved by the Autorité des marchés financiers (the "AMF”) on October 19, 2016 under no. 16-493 consists of Implanet’s registration document filed on April 28, 2016 under no. R.16-035, a securities note and a summary prospectus (included in the securities note).
Availability of the prospectus – Copies of the prospectus may be obtained free of charge from Implanet, Technopole Bordeaux Montesquieu, Allée François Magendie, 33650 Martillac (www.implanet.com) and from the AMF (www.amf-france.org).
Risk factors – Implanet draws investors’ attention to chapter 4 "Risk factors” of the registration document filed with the AMF and section 2 "Risk factors” of the securities note.
About IMPLANET
Founded in 2007, IMPLANET is a medical
technology company that manufactures high-quality implants for
orthopedic surgery. Its flagship product, the JAZZ latest-generation
implant, aims to treat spinal pathologies requiring vertebral fusion
surgery. Protected by four families of international patents, JAZZ has
obtained 510(k) regulatory clearance from the Food and Drug
Administration (FDA) in the United States and the CE mark. IMPLANET
employs 48 staff and recorded 2015 sales of €6.7 million. For further
information, please visit www.implanet.com.
Based near Bordeaux in France, IMPLANET established a US subsidiary in
Boston in 2013.
IMPLANET is listed on Compartment C of the
Euronext™ regulated market in Paris.
Disclaimer
The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (the "Prospectus Directive”).
With respect to Member States of the European Economic Area that have transposed the Prospectus Directive, no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State other than France. Therefore, such securities may not be and shall not be offered in any Member State (other than in France) other than in accordance with the exemptions of Article 3(2) of the Prospectus Directive to the extent they have been transposed by the relevant Member State or, otherwise, in cases not requiring the publication of a prospectus by Implanet under Article 3(2) of the Prospective Directive and/or the applicable regulations in such Member State.
This press release and the information it contains are being distributed to and are only intended for persons who are (i) outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order”), (iii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order ("high net worth companies”, "unincorporated associations”, etc.) or (iv) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as "Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
This press release and the information it contains do not, and will not, constitute an offer to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, securities of Implanet in the United States of America or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act”), it being specified that the securities of Implanet have not been and will not be registered within the US Securities Act. Implanet does not intend to register securities or conduct a public offering in the United States of America.
Any decision to subscribe for or purchase the shares or other securities of Implanet must be made solely based on information publicly available about Implanet. Such information is not the responsibility of SwissLife Banque Privée and has not been independently verified by SwissLife Banque Privée.
Not for distribution or release, directly or indirectly, in the United States of America, Canada, Australia or Japan.
1 See press release of the Company dated October 20, 2016
Not for distribution or release, directly or indirectly, in the United States of America, Canada, Australia or Japan.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161115006330/en/
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