NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN
This press release does not constitute and cannot be considered to constitute a public offering, an offer for subscription, an offer for sale or a solicitation of interest with a view to making a public offering of securities in any country whatsoever.
Regulatory News:
Median Technologies (Euronext Growth ALMDT) announced today the success of the capital increase via a private placement, opened to any qualified investors and limited circle of investors according to article L.411-2, 1° of the French Monetary and Financial Code, launched yesterday in an accelerated book-build. Due to very strong investors demand, coming from both French and international investors, Median Technologies decided to set the capital increase at 28.1 million euros, compared to approximately 20 million euros originally planned.
Median Technologies placed 2,446,285 new shares at a price per share of 11.50 euros, including the share premium, i.e., 0.05 euro of par value and 11.45 euros of premium; for a total amount of 28,132,277.50 euros, representing 20 of Median Technologies' share capital pre-capital increase, i.e., an overall dilution rate of 16,7 %.
"We would like to thank the investors who participated in this capital increase, as well as our historical investors who continue to support our company in its mission and development. This capital increase is key for our company; it not only allows us to meet in advance our obligations related to the contractual commitments with the European Investment Bank, but above all, it will enable us to achieve our ambitious goal of conducting simultaneously our iBiopsy clinical developments plans in our three priority indications: early diagnosis of lung cancer, liver cancer and NASH", highlights Fredrik Brag, CEO and founder of Median Technologies. "We are looking towards the future, and we are confident that our iBiopsy non-invasive tests for early diagnosis will help to bring crucial improvements in the management of life-threatening diseases such as cancer, and improve patient outcomes", he adds.
The capital increase is carried out with a waiver of preferential subscription rights through a private placement based on the 19th resolution of the General Shareholders' Meeting on June 19, 2020.
The subscription price of 11.50 euros per new share represents a discount of 3.8 compared to the last closing price and 8.2 compared to the average closing price recorded during the twenty trading days preceding March 24, 2021.
Following this operation, Median Technologies' share capital will be increased from 611,571.25 euros to 733,885.50 euros, divided into 14,677,710 shares with a par value of 0.05 euro.
For informational purposes, to the knowledge of the Company, the breakdown of the share capital before and after the settlement-delivery operations of the capital increase will be as follows:
Before operation
Shareholders | Number of shares | % of capital | Theoretical number of voting rights | % of theoretical voting rights |
Manager | 567,679 | 4.64 | 567,679 | 4.65 |
Other shareholders in the nominative form | 6,886,523 | 56.30 | 6,863,323 | 56.22 |
Bearers | 4,777,223 | 39.06 | 4,777,223 | 39.13 |
Total | 12,231,425 | 100% | 12,208,225 | 100% |
After operation
Shareholders | Number of shares | % of capital | Theoretical number of voting rights | % of theoretical voting rights |
Manager | 567,679 | 3.87 | 567,679 | 3.87 |
Other shareholders in the nominative form | 6,886,523 | 46.92 | 6,863,323 | 46.83 |
Bearers | 7,223,508 | 49,21 | 7,223,508 | 49.29 |
Total | 14,677,710 | 100% | 14,654,510 | 100% |
For informational purposes, the impact of the capital increase on the participation in the capital of a shareholder holding 1 of the Company's share capital prior to the capital increase (calculations made on the basis of the number of shares on March 19, 2021) after the issuance of 2,446,285 new shares would be 0.83 of the share capital.
Settlement for the new shares and their admission to listing on Euronext Growth Paris are expected to take place within 3 business days. The new shares will be entitled to dividends from delivery and will be traded under the same listing as the existing shares (ISIN FR0011049824, ALMDT). They will be assimilated with and give the same rights as the existing shares from their issue.
TP ICAP (Europe) SA and Gilbert Dupont have acted as Global Coordinators, Lead Managers and Book Runners for the private placement.
Impact of the share capital increase
Impact on the share in equity per share
For informational purposes, the impact of the capital increase on the share in equity per share (calculations made on the basis of the share in equity as of December 31, 2020 and the number of shares as of today (12,231,425)) would be the following:
- Share in equity per share (in euros): 0.6544 euro
- After the issuance of the 2,446,285 new shares: 1.3714 euro
Disclaimer
As a reminder, the above transaction has been carried out exclusively as part of a private placement, in accordance with article L.411-2 of the French Monetary and Financial Code and the applicable regulatory provisions. It does not constitute a public offering within the meaning of article L.411-1 of the French Monetary and Financial Code. Consequently, no prospectus has been or will be published or approved by the Autorité des Marchés Financiers (French Financial Markets Authority).
Median Technologies ("the Company") would like to draw readers' attention to the fact that, in accordance with article L.411-2 of the French Monetary and Financial Code and article 1.5 of European Parliament and Council Regulation (EU) 2017/1129 of June 14, 2017, the operation will not be the subject of a prospectus receiving a visa from the Autorité des Marchés Financiers
Detailed information concerning Median technologies, and specifically its business, its results and the risk factors that it is exposed to, is provided in the Annual Financial Report for the financial year ended on December 31, 2019 published in 2020, in the Half-year financial Report on June 30, 2020 and in the management report presented to the Shareholders' General Meeting dated June 19, 2020. These documents can be consulted, along with the other regulatory disclosures and all the press releases, on the Company's website (www.mediantechnologies.com).
This press release is intended exclusively for information. This press release does not constitute and cannot be considered to constitute a public offering, an offer for subscription, an offer for sale or a solicitation of public interest with a view to an operation through a public offering of securities in any country whatsoever.
Securities can only be offered or sold in the United States of America after registration in accordance with the amended U.S. Securities Act of 1933 ("Securities Act"), except pursuant to an exemption from the registration requirement. The Company's securities subject to this press release have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offering of the securities subject to this press release in the United States of America.
The publication or distribution of this press release in certain countries may be prohibited under applicable laws. The information contained in this press release does not constitute an offer of securities in France, the United States of America, Canada, Australia or Japan or any other country. This press release is not intended to be published, released or distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan. This document does not constitute an offer for sale or a public offering for Median Technologies shares in the United States of America or any other country.
About Median Technologies:Median Technologies provides innovative imaging solutions and services to advance healthcare for everyone. We leverage the power of Imaging Phenomics to provide insights into novel therapies and treatment strategies. Our unique solutions for medical image analysis and management in oncology trials and iBiopsy for imaging phenotyping, together with our global team of experts, are advancing the development of new drugs and diagnostic tools to monitor disease and assess response to therapy. Median Technologies supports biopharmaceutical sponsors and healthcare professionals around the world to quickly and precisely bring new treatments to patients in need. This is how we are helping to create a healthier world.
Founded in 2002, based in Sophia-Antipolis, France, with a subsidiary in the US and another one in Shanghai, Median has received the label "Innovative company" by BPIfrance and is listed on Euronext Growth market (ISIN: FR0011049824, ticker: ALMDT). Median is eligible for the French SME equity savings plan scheme (PEA-PME), is listed on the Enternext PEA-PME 150 index. The company has been awarded the Euronext European Rising Tech label (2020). For more information: www.mediantechnologies.com
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Contacts:
Median Technologies
Emmanuelle Leygues
Head of Corporate and Marketing Communications
+33 6 10 93 58 88
emmanuelle.leygues@mediantechnologies.com
Press ALIZE RP
Caroline Carmagnol
+33 6 64 18 99 59
median@alizerp.com
Investors ACTIFIN
Ghislaine Gasparetto
+33 1 56 88 11 11
ggasparetto@actifin.fr