- Fundraising of €6.38 million with preferential subscription rights, through the issue of New Shares with a ratio of 19 New Shares for 8 preferential subscription rights (which may be increased to €7.34 million if the 15% Extension Clause is fully exercised)
- Subscription price per New Share: €0.06551
- Separation of the preferential subscription right on January 15, 2024, and subscription period opened from January 17, 2024, to January 30, 2024
- Subscription commitment by Sanyou (HK) International Medical Holding Co. limited of €4.99 million, representing 78.31% of the issue
Regulatory News:
IMPLANET (Euronext Growth: ALIMP, FR0013470168, eligible for PEA-PME equity savings plans), a medical technology company specializing in implants for orthopedic surgery and the distribution of technological medical equipment, announced the launch of a capital increase in cash with preferential subscription rights for shareholders (the "Capital Increase") amounting to €6,384,842.536 through the issue of 97,478,512 new shares ("New Shares") at a unit price of €0.0655, corresponding to the closing share price on January 3, 2024 (€0.0655), prior to the setting of the issue price by Implanet's Board of Directors.
The amount of the issue may be increased to a maximum of €7,342,568.864, corresponding to the issue of up to 14,621,776 additional New Shares, in the event of exercise of the extension clause up to 15% of the initial amount (the "Extension Clause
The objectives of the Capital Increase are as follows:
- Ensure the financing of the Company's anticipated cash requirements over the next 12 months (the financial resources available to the Company, at the date of this press release, do not cover its forecast 12-month requirements) and to meet its financial commitments. Based on current business assumptions and anticipated commercial developments with Sanyou Medical, the Company estimates that the Capital Increase, for a minimum amount of €5 million, would provide it, once completed, with financial visibility of more than 12 months2
- Ensure the commercial development of the Company's medical devices around three main axes:
- deploy the commercial and technological partnership with Sanyou Medical for the joint development of a new European range of hybrid posterior fixation systems;
- Initiate distribution of the JAZZ® platform in China (the world's largest spine market by volume) with Sanyou Medical;
- distribute high-tech medical equipment in Europe, such as the ultrasonic medical scalpel from SMTP Technology Co.
TERMS AND CONDITIONS OF THE ISSUE OF NEW SHARES
Share capital before the capital increase
At the date of launch of the Capital Increase, Implanet's share capital was made up of 41,043,587 fully subscribed and paid-up shares with a par value of €0.01 each, listed on the Euronext Growth market in Paris.
Share codes
Name: IMPLANET
ISIN code: FR0013470168
Ticker: ALIMP
Stock market: Euronext Growth in Paris
Nature of the operation
The fundraising proposed by the Company involves the issue of new ordinary shares (New Shares) with preferential subscription rights.
The operation will involve the issue of 97,478,512 New Shares (excluding any exercise of the Extension Clause) at a unit price of €0.0655 per New Share, with a ratio of 19 New Shares for 8 existing shares held (8 preferential subscription rights will enable the holder to subscribe to 19 New Shares), representing a gross issue proceeds of €6,384,842.536 (i.e. a nominal capital increase of €974,785.120, plus a share premium of €5,410,057.416) and a net issue proceeds of €6.2 million.
This amount may be increased to €7,342,568.864 (i.e. a nominal capital increase of €1,121,002.880, together with a share premium of €6,221,565.984) in the event of exercise of the 15% Extension Clause (representing a maximum number of 112,100,288 New Shares) for a net issue proceeds of €7.1 million.
Legal framework of the offer
Exercising the powers conferred by the 1st and 2nd resolutions adopted by the Extraordinary General Meeting of November 16, 2023, Implanet's Board of Directors decided during its meeting of January 4, 2024, to launch a capital increase with preferential subscription rights.
Extension clause
Depending on the level of demand, Implanet reserves the right to exercise the extension clause, up to a maximum of 15% of the initial issue amount, i.e. issue proceeds of €6,384,842.536, which may be increased to €7,342,568.864, to satisfy all or part of the reducible subscription orders. Thus, the initial number of 97,478,512 New Shares could be increased by a further 14,621,776 New Shares, bringing the total number of New Shares to be issued to a maximum of 112,100,288 New Shares.
Subscription price
The subscription price has been set at €0.0655 per New Share (i.e. €0.01 par value and €0.0555 issue premium), corresponding to the closing share price on January 3, 2024 (€0.0655) prior to the setting of the issue price by the Board of Directors during its meeting on January 4, 20243
Subscription period for the New Shares
Subscription for the New Shares will be opened from January 17, 2024, to January 30, 2024, included.
Irreducible preferential subscription rights
Subscription for the New Shares is reserved, by preference, for (i) holders of existing shares recorded in their securities accounts at the close of trading on January 12, 2024, who will be allocated one preferential subscription right per share held, and (ii) transferees of preferential subscription rights.
Holders of preferential subscription rights will be able to subscribe on an irreducible basis, with a ratio of 19 New Shares for 8 existing shares held, i.e. 8 preferential subscription rights which will enable them to subscribe to 19 New Shares at a unit price of €0.0655, without taking fractions into account.
The preferential subscription rights may only be exercised up to the number of preferential subscription rights allowing the subscription of a whole number of New Shares. Shareholders or transferees of preferential subscription rights who do not hold a sufficient number of existing shares or preferential subscription rights to obtain a whole number of New Shares, by way of irrevocable subscription, must acquire or sell on the market the number of preferential subscription rights needed to reach the multiple required to obtain a whole number of New Shares.
Reducible preferential subscription rights
Shareholders will have a preferential subscription right for the New Shares on a reducible basis, which will be exercised in proportion to their rights and within the limit of their requests.
At the same time as they submit their irreducible subscriptions, shareholders or transferees of preferential subscription rights may subscribe for as many New Shares as they wish, in addition to the number of New Shares resulting from the exercise of their irreducible preferential subscription rights.
Any New Shares not taken up by irrevocable subscriptions will be distributed and allocated to reducible subscribers. Orders to subscribe on an reducible basis will be satisfied in the limit of their requests and in proportion to the number of existing shares whose rights will have been used in support of their irreducible subscription, without resulting in the allocation of a fraction of New Shares.
Implanet may exercise the Extension Clause, up to a limit of 15% of the initial amount of the issue, to satisfy all or part of the reducible subscription orders.
If the same subscriber submits several separate subscriptions, the number of New Shares to which he or she is entitled on a reducible basis will be calculated based on all his or her preferential subscription rights only if he or she expressly requests this in writing, no later than the closing date of the subscription. This request must be attached to one of the subscriptions and must provide all the information required for the aggregation of rights, specifying the number of subscriptions made and the authorized intermediary(ies) with whom these subscriptions have been deposited.
Subscriptions in the name of separate subscribers may not be grouped together to obtain New Shares on a reducible basis.
A notice published by Euronext will announce, where applicable, the allocation scale for reducible subscriptions.
Amounts paid for reducible subscriptions and remaining available after the allocation will be reimbursed without interest to subscribers by the authorized intermediaries who have received them.
The Company does not hold any of its own shares as of the date hereof.
Exercise of preferential subscription rights
To exercise their preferential subscription rights, holders must make a request to their authorized financial intermediary at any time during the subscription period, i.e. between January 17, 2024, and January 30, 2024, included, and pay the corresponding subscription price4
Each subscription must be accompanied by payment of the subscription price in cash or by offsetting it against liquid and due claims on the Company. Subscriptions that have not been paid up in full will be cancelled by right, without the need for formal notice.
The preferential subscription rights must be exercised by their beneficiaries, subject to forfeiture, before the end of the subscription period.
The preferential subscription rights will be tradable from January 15, 2024, to January 26, 2024, included, under the same conditions as existing shares.
The seller of the preferential subscription rights will be divested of it in favor of the transferee who, for the exercise of the preferential subscription rights thus acquired, will be purely and simply substituted in all the rights and obligations of the owner of the existing share.
Any preferential subscription rights not exercised by the end of the subscription period will be lapsed.
Listing of preferential subscription rights
At the close of trading on January 12, 2024, 1 preferential subscription right will be recorded in the share accounts of Implanet shareholders for each share held (i.e. a total of 41,043,587 preferential subscription rights issued). Each shareholder holding 8 preferential subscription rights (and multiples of this number) will be entitled to subscribe to 19 New Shares (and multiples of this number) at a unit price of €0.0655.
They will be listed and traded on Euronext Growth under ISIN code FR001400MDQ4 from January 15, 2024, to January 26, 2024, included.
In the absence of subscription or sale of these preferential subscription rights, they will become lapsed at the end of the subscription period and their value will be null and void.
Theoretical value of preferential subscription rights and ex-right shares
Based on the closing share price on January 3, 2024 (€0.0655), the theoretical value of the preferential subscription right is €0. This gives a theoretical value of the share after detachment of the preferential subscription right (the "Theoretical Value of the Share ex-Right") equal to €0.0655.
The subscription price of €0.0655 per New Share corresponds to the closing price of the Implanet share on January 3, 2024, and therefore to the Theoretical Value of the ex-Right Share on the same date.
These values do not prejudge either the value of the preferential subscription right during the period of listing of the preferential subscription rights, or the value of the share ex-right, as they will be observed on the market.
Free subscription request
Any individual or legal entity, whether or not holding preferential subscription rights, may subscribe to the Capital Increase on a voluntary basis. Persons wishing to subscribe on a voluntary basis must submit their request to their authorized financial intermediary at any time during the subscription period and pay the corresponding subscription price. In accordance with the provisions of article L.225-134 of the French Commercial Code, subscriptions made on a voluntary basis will only be taken into account if the subscriptions made on an irreducible basis and on a reducible basis have not absorbed the entire Capital Increase, it being specified that the Board of Directors (with the option of sub-delegation) will have the power to freely allocate the unsubscribed New Shares, in whole or in part, among the persons (shareholders or third parties) of its choice who have made requests for subscriptions on a voluntary basis.
Reallocation by the Board of Directors of new shares not subscribed by the exercise of irreducible preferential subscription rights and, where applicable, of reducible preferential subscription rights
If subscriptions for the new shares do not reach the full amount of the issue, the Board of Directors may exercise some or all of the powers conferred on it by Article L. 225-134 of the French Commercial Code, in the order of its choice.
Thus, at the end of the subscription period, the Board of Directors, using the delegation of authority granted to it by the 1st resolution of the Extraordinary General Meeting of November 16, 2023, will meet to determine the amount of the Capital Increase that has not been subscribed to on an irreducible basis and, where applicable, on a reducible basis.
The Board of Directors will then be free to allocate the remaining shares at its own discretion among the investors who have come forward in accordance with the provisions of article L. 225-134 of the French Commercial Code.
Limitation of the amount of the Capital Increase
In accordance with the provisions of Article L. 225-134 of the French Commercial Code and under the terms of the 1st resolution of the Extraordinary General Meeting of the Company's shareholders of November 16, 2023, of the Board of Directors' decision of January 4, 2024, if subscriptions on an irreducible and reducible basis have not absorbed the entire issue, the Board of Directors may, (ii) freely allocate, at its sole discretion, all or part of the unsubscribed shares, in particular to those persons (shareholders or not) who have expressed an interest in subscribing on a voluntary basis, or (iii) offer them to the public.
These faculties can be used alternatively or cumulatively.
However, Implanet received intentions to participate in the present operation, for a total amount of €4,999,999.9435, i.e. 78.31% of the operation (higher than the threshold required by article L.225-134 of the French Commercial Code) (see paragraph Subscription commitment).
In addition, if the amount of unsubscribed New Shares represents less than 3% of the Capital Increase, the latter may, automatically and in this case, be limited to the amount of subscriptions received.
Warranty
This issue is not covered by a performance bond within the meaning of Article L. 225-145 of the French Commercial Code. Trading in the shares will therefore only begin once settlement and delivery have been completed and once the depositary's certificate has been issued.
Subscription commitment Related agreement
Sanyou (HK) International Medical Holding Co, limited, which holds 16,841,069 Implanet shares representing 41.03% of Implanet's share capital, has irrevocably undertaken to subscribe to the Capital Increase on an irreducible basis up to the amount of its share, and on a reducible basis, for a total amount of 4,999,999.9435 euros representing a total of 76,335,877 New Shares, which would bring its subscription to 78.31% of the issue before any exercise of the Extension Clause.
Under these conditions, in the event of a €5.0 million subscription by Sanyou Medical and no public subscription, Sanyou Medical's holding could be increased to 79.38%.
Sanyou Medical also requested to benefit from the majority of directorships on the Company's Board of Directors as from the completion of the Capital Increase.
In view of the features of this operation, Sanyou Medical may be required to hold more than 50% of the Company's share capital and/or voting rights following the issue, i.e. the threshold required for a mandatory tender offer.
On October 31, 2023, Sanyou Medical obtained a waiver from the Autorité des Marchés Financiers (AMF) from the obligation to file a mandatory tender offer if its share capital exceeds 50%, post-operation based on article 234-9 paragraph 2 of the AMF's general regulations ("Subscription to the capital increase of a company in financial difficulty, subject to approval by the general meeting of its shareholders").
The Company is not aware of the intentions of its other shareholders.
Authorized intermediary Subscription payments
Subscriptions for the New Shares and payments of funds by subscribers whose shares are held in administered registered or bearer form will be received until and including the closing date of the subscription period by their authorized intermediary acting in their name and on their behalf.
Subscriptions and payments by subscribers whose shares are held in pure registered form will be received free of charge until and including the closing date of the subscription period by UPTEVIA 90-110 Esplanade du Général de Gaulle 92931 Paris La Défense Cedex.
The new shares will be fully paid up within the framework of their subscription, in cash and/or by offsetting receivables, for the full par value and issue premium, it being specified that the amount of the issue premium paid will be recorded as a liability on the balance sheet in a special "Issue Premium" account to which the rights of existing and new shareholders will be attached.
Funds paid in support of subscriptions will be centralized at UPTEVIA 90-110 Esplanade du Général de Gaulle 92931 Paris La Défense Cedex, which will be responsible for drawing up the certificate of deposit of funds recording the completion of the capital increase and the issue of the New Shares.
Subscriptions for which payments have not been made will be cancelled by right without the need for formal notice.
Settlement-delivery of the New Shares
According to the indicative timetable for the issue, the settlement date for the New Shares is scheduled for February 6, 2024.
FEATURES OF THE NEW SHARES
Right of use
The New Shares will carry current dividend rights and will be assimilated to the Company's existing shares, giving entitlement to any distributions decided by the Company as from that date.
Listing of New Shares
Application will be made for the New Shares to be admitted to trading on the Growth segment of Euronext Paris on February 6, 2024. They will be immediately assimilated to the existing shares of the Company already traded on the Growth segment of Euronext Paris and will be tradable, from that date, on the same quotation line as these shares under the same ISIN code FR0013470168 ticker ALIMP.
DILUTION
Impact of the issue on consolidated shareholders' equity per share
Impact of the issue on shareholders' equity per share (calculated on the basis of consolidated shareholders' equity (Group share) as shown in the financial statements as of June 30, 2023, excluding interim losses, and on the basis of the 41,043,587 shares comprising the Company's share capital at that date) would be as follows:
Equity per share (in euros) | ||
Non-diluted basis* | Diluted basis for the exercise of all existing instruments** | |
Before issuance of the New Shares resulting from this Capital Increase | 0.1041 | 0.1418 |
After the issue of 97,478,512 New Shares resulting from this Capital Increase | 0.0769 | 0.0882 |
After issuance of 112,100,288 New Shares from the present Capital Increase in the event of exercise of the Extension Clause up to a limit of 15% | 0.0758 | 0.0860 |
After the issue of 76,335,877 New Shares from the present Capital Increase in the event of a 78.31% reduction in the offer5 | 0.0790 | 0.0923 |
*: Consolidated shareholders' equity amounted to €4,273,000 as of June 30, 2023. | ||
**: In the event of the exercise of all outstanding warrants, BSPCE and stock options, whether exercisable or not, i.e. 1,581,627 BSPCE, 136,000 stock options and 506,898 warrants, the exercise of which would lead to the creation of 254,907 new shares. | ||
Impact of the issue on the shareholder's situation
Shareholder stake (in %) | ||
Non-diluted basis | Diluted basis for the exercise of all existing instruments** | |
Before issuance of the New Shares resulting from this Capital Increase | 1.000 | 0.994 |
After the issue of 97,478,512 New Shares resulting from this Capital Increase | 0.296 | 0.296 |
After issuance of 112,100,288 New Shares from the present Capital Increase in the event of exercise of the Extension Clause up to a limit of 15% | 0.268 | 0.268 |
After the issue of 76,335,877 New Shares from the present Capital Increase in the event of a 78.31% reduction in the offer6 | 0.350 | 0.349 |
**: In the event of the exercise of all outstanding warrants, BSPCE and share subscription options, whether exercisable or not, i.e. 1,581,627 BSPCE, 136,000 share subscription options and 506,898 warrants, the exercise of which would lead to the creation of 254,907 new shares. | ||
Impact of the issue on the ownership of Sanyou Medical
The following table shows Sanyou Medical's ownership structure before and after completion of the Capital Increase, based on the following assumptions:
Number of shares held by Sanyou Medical | Percentage of capital and voting rights held (non-diluted basis) | |
Before issuance of the New Shares resulting from this Capital Increase | 16,841,069 | 41.03% |
After completion of the Capital Increase for 78.31% of the offer7 | 93,176,946 | 79.38% |
After completion of the Capital Increase for 100% (and subscription by Sanyou Medical for the amount of its subscription commitment) | 93,176,946 | 67.27% |
After completion of the Capital Increase up to 100% and exercise of the Extension Clause up to 15% (and subscription by Sanyou Medical up to the amount of its subscription commitment) | 93,176,946 | 60.84% |
Impact of the Capital Increase on the shareholder structure
The following table shows the breakdown of share capital before and after completion of the Capital Increase for 78.31% of the offer8
Before the operation | After the operation | |||
Number of shares | of capital and voting rights (non-diluted basis) | Number of shares | of capital and voting rights (non-diluted basis) | |
Founders and historical investors | 3,613 | 0.01% | 3,613 | 0.00% |
Sanyou (HK) International Medical Holding CO Limited | 16,841,069 | 41.03% | 93,176,946 | 79.38% |
Corporate officers, employees and consultants | 508,839 | 1.24% | 508,839 | 0.43% |
Other individual shareholders | 681,969 | 1.66% | 681,969 | 0.58% |
Floating | 23,008,097 | 56.06% | 23,008,097 | 19.60% |
Total | 41,043,587 | 100.00% | 117,379,464 | 100.00% |
Suspension of the right to receive shares in the Company
Holders of stock options, business creator share subscription warrants and share subscription warrants allocated or issued by the Company have been informed of the suspension of their entitlement to new shares in the Company with effect from January 12, 2024 (0.01 a.m. Paris time) by registered letter with acknowledgement of receipt or by letter delivered by hand.
This right is suspended until and including the settlement-delivery date of the New Shares issued in connection with the Capital Increase, i.e. in principle until February 6, 2024 (11:59 p.m. Paris time).
The rights of holders of stock options, warrants and warrants allocated or issued by the Company who have not exercised their right to the allocation of shares in the Company by January 12, 2024 (00:00 Paris time) will be preserved in accordance with legal and regulatory provisions.
Subscription terms
You have preferential subscription rights attached to your Implanet shares, entitling you to subscribe to the New Shares on the basis of 19 New Shares for 8 preferential subscription rights (1 old share entitling you to 1 preferential subscription right).
Either, you have an exact and sufficient number of old shares to be able to subscribe via your preferential subscription rights to a whole number of New Shares (for example, if you have 400 Implanet shares, you will be able to subscribe by priority to 950 New Shares).
If you do not hold a sufficient number of existing shares to obtain a whole number of new shares, you may buy or sell the number of preferential subscription rights needed to reach the ratio leading to a whole number of new shares (19 new shares for 8 preferential subscription rights).
In addition to the subscriptions made using your existing preferential subscription rights, you may also subscribe on a voluntary basis before January 30, 2024 (your subscription will only be taken into account if the operation has not already been fully subscribed by the holders of preferential subscription rights).
Each subscription must be accompanied by payment of the subscription price.
INDICATIVE TIMETABLE OF THE OPERATION
January 4, 2024 | Decision of the Board of Directors on the launch of the operation |
January 4, 2024 | Distribution of the press release concerning the operation |
January 5, 2024 | Publication by Euronext of the notice of issue |
January 12, 2024 | Accounting day at the end of which holders of existing shares recorded in their securities accounts will be allocated preferential subscription rights |
January 15, 2024 (included) | Detachment (before the stock market opening) of preferential subscription rights Admission and start of trading of preferential subscription rights |
January 17, 2024 (included) | Opening of the subscription period for the New Shares Start of the period for the exercise of preferential subscription rights |
January 26, 2024 (included) | End of preferential subscription rights trading period |
January 30, 2024 (included) | Closing of the subscription period for the New Shares Closing of the period for the exercise of preferential subscription rights |
February 2, 2024 | Deadline for exercising the Extension Clause |
February 2, 2024 | Publication of press release on the result of the operation Issue of listing notice by Euronext |
February 6, 2024 | Settlement-delivery of the New Shares
|
Prospectus
In accordance with the provisions of Articles L.411-2-1 ,1° of the French Monetary and Financial Code and 211-2 of the General Regulations of the Autorité des Marchés Financiers (AMF), the present issue will not give rise to a Prospectus approved by the AMF, as it represents a total offering of less than €8,000,000, it being specified that no similar offer has been made by the Company over the past twelve months.
A notice to shareholders concerning this operation will be published on January 12, 2024, in the Bulletin des Annonces Légales et Obligatoires (BALO).
Risk factors
The Company draws attention to the other risk factors relating to the Company and its business set out in Chapter 4 "Risk factors" of the Company's 2017 Reference Document filed with the AMF on April 16, 2018 under number D.18-0337, in the annual financial report for December 31, 2022 and in the half-yearly financial report for June 30, 2023.
As of December 31, 2023, the Company had cash of €0.25 million. Based on current cash forecasts, the Company points out that this level of cash will enable it to be financed until February 2024. Based on current business assumptions and anticipated commercial developments with Sanyou Medical, the Company estimates that the Capital Increase operation, for a minimum gross amount of €5.0 million and a minimum net amount of €4.8 million, would provide it with financial visibility of over 12 months once completed.
The other main risk factors relating to the forthcoming capital increase are set out below:
- the market for preferential subscription rights may offer only limited liquidity and be subject to high volatility;
- shareholders who do not exercise their preferential subscription rights will see their stake in the Company's capital diluted. The possible exercise of the Extension Clause could result in further dilution;
- the market price of the Company's shares could fluctuate and fall below the subscription price of the shares issued on exercise of the preferential subscription rights;
- in the event of a fall in the market price of the Company's shares, the preferential subscription rights could lose their value;
- the volatility and liquidity of the Company's shares could fluctuate significantly;
- sales of the Company's shares could occur on the market and adversely affect the Company's share price;
- within the framework of the Capital Increase, the Company's main shareholder, which currently holds 41.03% of the share capital and voting rights, could hold up to 79.38% of the Company's share capital and voting rights (in the event that no other subscriptions are received);
- the Company's shareholders could suffer potentially significant dilution as a result of any future capital increases.
Partners of the operation
Atout Capital
Advisor for this operation
Bird&Bird
Legal advisor
Upcoming financial publication
- 2023 Full-Year Revenue, on January 15, 2024, after market
About Sanyou Medical
Founded in 2005, Shanghai Sanyou Medical Co, Ltd. is a company dedicated to the R&D, manufacturing and sales of innovative and independent orthopedic products. The main products of Shanghai Sanyou are spinal and trauma implants. Shanghai Sanyou is one of the few companies with the ability to make original innovations based on clinical requirements in the field of spinal implants in China.
The Company has established a complete product development system with world-class R&D equipment and project management systems to ensure that its products are advanced, effective and reliable. By the end of January 2021, Shanghai Sanyou Medical had received 22 Class III medical device registration certificates and 131 patents, including 28 Chinese invention patents, 98 Chinese utility model patents, 1 US utility patent, 1 Australian invention patent, 1 Japanese invention patent, 1 German utility model patent and 1 Chinese design patent.
About IMPLANET
Founded in 2007, IMPLANET is a medical technology company that manufactures high-quality implants for orthopedic surgery and distributing medical technology equipment. Its activity revolves around a comprehensive innovative solution for improving the treatment of spinal pathologies (JAZZ®) complemented by the product range offered by Orthopaedic Spine Development (OSD), acquired in May 2021 (thoraco-lumbar screws, cages and cervical plates). Implanet's tried-and-tested orthopedic platform is based on the traceability of its products. 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, the CE mark in Europe and ANVISA approval in Brazil. In 2022, IMPLANET entered into a commercial, technological and financial partnership with SANYOU MEDICAL, China's second largest medical device manufacturer. IMPLANET employs 43 staff and recorded a consolidated revenue of €8.0 million in 2022. Based near Bordeaux in France, IMPLANET opened a US subsidiary in Boston in 2013. IMPLANET is listed on the Euronext Growth market in Paris.
For further information, please visit www.Implanet.com.
Disclaimer
This press release contains forward-looking statements about Implanet and its activity. Implanet estimates that these forward-looking statements are based on reasonable assumptions. However, no assurance can be given that the forecasts expressed in these forward-looking statements will materialize, as they are subject to risks, including those described in Implanet's reference document filed with the Autorité des marchés financiers (AMF) on April 16, 2018 under number D.18-0337, as well as in the annual financial report for December 31, 2022 and the half-year financial report for June 30, 2023, which are available on the Company's website (www.implanet-invest.com), and to changes in economic conditions, financial markets and the markets in which Implanet operates. The forward-looking statements contained in this press release are also subject to risks that are unknown to Implanet or that Implanet does not currently consider material. The occurrence of some or all of these risks could cause Implanet's actual results, financial condition, performance or achievements to differ materially from those expressed in the forward-looking statements. Implanet does not undertake any obligation to update any forward-looking information or statements, except as required by applicable law, in particular articles 223-1 et seq. of the general regulations of the Autorité des marchés financiers.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of common shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful in the absence of registration or approval under the securities laws of such state or jurisdiction.
The distribution of this press release may be subject to specific regulations in certain countries. Persons in possession of this document are required to inform themselves about and to observe any such local restrictions.
This press release constitutes a promotional communication and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (as amended the "Prospectus Regulation").
With respect to member states of the European Economic Area other than France (the "Member States"), no action has been or will be taken to permit a public offering of the securities that would require the publication of a prospectus in any of these Member States. Consequently, the securities cannot and will not be offered in any Member State (other than France), except in accordance with the exemptions provided for in Article 1(4) of the Prospectus Regulation, or in other cases not requiring the publication by Implanet of a prospectus under the Prospectus Regulation and/or the regulations applicable in those Member States. This press release does not constitute an offer of securities to the public in the United Kingdom.
This press release may not be published, distributed or disseminated in the United States (including its territories and possessions). This press release does not constitute an offer or solicitation to buy, sell or subscribe for any securities in the United States. The securities mentioned in this press release have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or federal securities laws, and may not be offered or sold in the United States absent registration under the Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, registration under the Securities Act. Implanet does not intend to register the offering in whole or in part in the United States under or pursuant to the Securities Act or to conduct a public offering in the United States.
This press release may not be distributed directly or indirectly in the United States, Canada, Australia or Japan.
Lastly, this press release may be drafted in either French or English. In the event of any discrepancies between the two texts, the French version shall prevail.
1 Corresponding to the closing Implanet share price on January 3, 2024
2 The Company reminds that the interim financing in the form of dry bonds from which it benefited in October 2023, subject to two tranches, representing a nominal amount of €1,300,000, subscribed at 77% of the nominal value of the bond, will have to be repaid at the latest within five business days following the earlier of (i) April 30, 2024 and (ii) the completion of the Capital Increase (press release of October 11, 2023).
3 During its meeting of October 27, 2023 (press release of October 31, 2023), IMPLANET's Board of Directors specified the terms and conditions for setting the price of the Capital Increase. Thus, the price of the issue will be defined based on a market value which will be the minimum between:
- the closing price of IMPLANET shares on the trading day preceding the date on which the Board of Directors of the Company decides to launch the operation; and
- the volume-weighted average share price (VWAP) over the 20 trading days preceding the date of the Board meeting convened to launch the operation.
In addition, the price of the issue will range as follows:
- a maximum of €0.07 per share and;
- a minimum of €0.04 per share.
4 The preferential subscription right holder's custodian may shorten the deadlines (date and time) for exercising preferential subscription rights. We remind you that account keepers must inform investors through securities operations, and we invite investors to contact their account keeper.
5 This assumption corresponds to Sanyou Medical's sole subscription of €4.99 million to the Capital Increase (excluding any other public subscription).
6 See note above
7 See note above
8 See note above
View source version on businesswire.com: https://www.businesswire.com/news/home/20240104967203/en/
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Mathilde Bohin
Nicolas Fossiez
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Implanet@newcap.eu
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Media Relations
Arthur Rouillé
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Implanet@newcap.eu
