- This capital increase will be made by way of a public offering without preferential subscription rights
- The initial amount of the capital increase could be increased up to €17.25 million should the extension clause be fully exercised, and up to €19.8 million should the extension clause and overallotment option be fully exercised
- Extension of CARMAT's cash runway to early May 2024, in the event of completion of the initial capital increase (excluding the extension clause and overallotment option).
- After the Offering, the Company's funding needs for the next 12 months will amount to €37 to 55 million
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Regulatory News:
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
CARMAT (FR0010907956, ALCAR), designer and developer of the world's most advanced total artificial heart, aiming to provide a therapeutic alternative for people suffering from advanced biventricular heart failure (the "Company" or "CARMAT"), announces the launch of a capital increase by way of a public offering without preferential subscription rights for an initial total of €15 million, which could be increased to a maximum of €19.8 million should the extension clause and overallotment option be fully exercised. The main characteristics of this capital increase are as follows:
- Subscription price: €3.99 per share, representing a discount of 30% on the average of the volume-weighted average share prices over the five trading sessions preceding the setting of this subscription price;
- Subscription and underwriting commitments totaling €9.17 million, or 61.13% of the initial amount of the transaction (including €3.25 million by the historical shareholders Lohas, Santé Holdings and Therabel Invest);
- Subscription period open from January 18 to January 25, 2024, inclusive;
- Extension of CARMAT's cash runway to early May 2024, should the initial capital increase be implemented (excluding the extension clause and overallotment option).
Stéphane Piat, Chief Executive Officer of CARMAT, said: "15 years of innovations have enabled us to devise Aeson®, the world's only artificial heart combining pulsatility, hemocompatibility and self-regulation, to replicate as closely as possible the functioning of a human heart and offer patients a quality of live with no complications.
In 2023, CARMAT made decisive progress: 50 implants achieved since inception, 41 hospitals trained to implants of Aeson® in 12 different countries, and opening of a new manufacturing facility with a capacity of up to 500 hearts a year. Out of the 50 implants made so far, 11 were performed during the fourth quarter of 2023, in France, Germany and Italy, demonstrating a strong acceleration in the adoption of Aeson® by the medical community.
This puts us in a position to move towards a substantial commercial deployment of Aeson® in Europe, from the beginning of 2024
By launching a public offering which, by definition, is open to all, we want to allow both our existing shareholders, who we would like to thank very warmly for their support, and those who are not yet CARMAT shareholders, to participate in our short-term financing, and by doing so, support our long-term objective of providing a solution to the thousands of patients suffering from advanced biventricular heart failure, who currently have no therapeutic options due to the lack of a sufficient number of available human grafts "
Reasons for the Offering
The main purpose of this issue is to strengthen CARMAT's equity and finance its short-term working capital requirements. Prior to the Offering (as defined below), the Company's confirmed financial resources enable it to finance its activities until the end of January 2024. The net proceeds of this transaction will allow CARMAT to continue its operations beyond that timeline, and notably to continue the development of its production and sales, as well as its EFICAS clinical study in France.
The Offering will only partially finance the Company's needs for the next 12 months, and CARMAT will continue to face the critical challenge of its short-term financing, with a net shortfall to be financed of between €37 and €55 million to secure its activities over the next 12 months, depending on the outcome of its ongoing discussions with its financial creditors (in particular the European Investment Banque or "EIB") (please refer to the statement on the Company's working capital for further details).
The Offering, made at 100% excluding the full exercise of the extension clause and the over-allotment option, and in the absence of a definitive agreement with the EIB, would enable the Company to continue its operations until February 22, 2024.
Statement on the Company's working capital
As of today, the Company does not have sufficient working capital to meet its commitments and cash requirements over the next 12 months. Indeed, as at December 31, 2023, CARMAT had a cash position of €8 million, enabling it to finance its activities until the end of January 2024. In the event that the Offering is not completed and the Company does not have access to additional financing between now and January 31, 2024, its financing shortfall will materialise from that date.
Based on its business plan, CARMAT expects to need approximately €65 million in financing to ensure all of its operations over the next 12 months. This amount includes in particular €15 million of current liabilities due on February 22, 20241 for the repayment (principal and interest) of the first tranche of the EIB loan contracted on December 17, 20182. This amount would be reduced to €50 million in the event of a deferral of the aforementioned €15 million, should the EIB and the Company formalise in a definitive agreement the conditional agreement in principle reached with the EIB in January 2024 on new repayment terms for its loan3. This conditional agreement in principle, which covers all tranches of the EIB loan, also provides for the "equitization" (i.e. repaid through capital increases spread over time) of principal and interest due under the loan, i.e. a total amount at maturity of €48 million.
Assuming a 100% or 75% completion of the Offering without a final agreement being reached with the EIB, the Company would only have financing until February 22, 20242 and would still face a 12-month working capital shortfall of between €52 and €55 million (depending on whether the net proceeds of the Offering are 100% or 75% of the planned amount).
If the Offering is completed and a definitive agreement is reached with the EIB to defer the aforementioned €15 million, the Company would only have financing until early May 2024 (or, if applicable, mid-April 2024) and would still face a 12-month working capital shortfall estimated at between €37 and €40 million (depending on whether the net proceeds of the Offering are 100% or 75% of the planned amount).
The Company works on gradual extension of its 12-month financing horizon in several steps: the completion of the capital increase in the very short term purpose of this press release, which should enable the Company to strengthen its cash position and thus continue its activities beyond January 2024; then other complementary initiatives (including: one or more further capital increases, discussions with the EIB which have led to the agreement in principle referred to above, and ongoing discussions with the banks BNP Paribas and Bpifrance with a view to restructuring the repayment terms of its two state guaranteed loans of €5 million each contracted in the fourth quarter of 2020, i.e. a total of €9.5 million remaining to be repaid) in order to further extend its financial horizon.
However, there is no guarantee that the expected financing will be available or even that the conditional agreement in principle reached with the EIB will become a definitive agreement. This represents a significant uncertainty that could jeopardise the Company's ability to continue as a going concern and could lead to the opening of insolvency proceedings in the short or medium term.
Terms and conditions of the Offering
Pursuant to the delegation granted by the shareholders' Extraordinary General Meeting of January 5, 2024 in its 2nd and 5th resolutions, and pursuant to the subdelegation granted by the Board of Directors on January 12, 2024, on January 16, 2024, the Company's Chief Executive Officer notably decided to launch a capital increase, without preferential subscription rights and priority period for existing shareholders, by way of a public offering via the issuance of a maximum of 3,759,399 new ordinary shares of the Company with a nominal value per share of 0.04 euros (the "New Shares"), a number that could be increased by 563,909 additional New Shares should the Extension Clause be fully exercised and 1,212,405 additional New Shares should both the Extension Clause and Overallotment Option (as defined below) be fully exercised.
Structure of the Offering
The New Shares, as well as the New Shares to be issued should the Extension Clause and Overallotment Option be fully or partially exercised, will be the subject of a global offering (the "Offering") comprising:
- a public offering in France primarily intended for individual investors (the "Public Offer"); and
- a global placement intended for institutional investors (the "Global Placement") comprising:
- (a) an offering in France for qualified investors; and
- (b) an international offering for institutional investors in certain countries outside of the United States, Japan, Australia and Canada, within the framework of offshore transactions, pursuant to Regulation S under the US Securities Act of 1933, as amended.
The allocation of New Shares between the Global Placement on the one hand and the Public Offer on the other hand will be made in accordance with the following principles:
- If the demand allows, the Company would like to favor subscriptions received within the framework of the Public Offer, targeting a minimum of 10% of allocations;
- Subscriptions within the framework of the Global Placement will be allocated on the basis of their order of arrival and/or the quality of the various categories of investor, it being specified that investors who have committed to subscribe to the transaction will not benefit from priority allocation under the Global Placement;
- Underwriting subscription commitments from guarantors will be allocated if and when the other subscriptions allocated do not enable the initial size of the Offering to be reached (a proportional reduction will be applied in the event of a partial call on the guarantee).
Definitive size of the Offering
Following the subscription period, the Company's Chief Executive Officer should set, by no later than January 29, 2024, the definitive terms of the Offering, the maximum number of New Shares and the nominal amount of the subsequent capital increase.
Depending on the size of the demand expressed within the framework of the Offering, the Chief Executive Officer could, after consulting the Lead Manager and Bookrunner, decide to increase the size of the capital increase of an initial amount of €15 million, issue premium included, by an additional maximum amount of €2.25 million, issue premium included, representing 15% of the initial size of the capital increase, within the framework of an extension clause (the "Extension Clause"). The decision to exercise the Extension Clause will be indicated in the press release published by the Company and put online on the Company's website and in the notice published by Euronext announcing the results of the capital increase.
In order notably to enable it to cover any overallotments and to facilitate stabilizing operations, the Company has granted Invest Securities (or any entity acting on its behalf) (the "Stabilizing Agent"), an overallotment option allowing it to increase, in one or several installments, within the framework of the provisions of article L. 225-135-1 of the French code of commerce, the size of the aforementioned capital increase by an additional number of New Shares representing a maximum of 15% of the cumulative number of New Shares, after any exercise of the Extension Clause, i.e. a maximum number of 648,496 additional New Shares, (the "Overallotment Option"). The Overallotment Option will be exercised by the Stabilizing Agent, in whole or in part, during a period of thirty days from the end of the Offering subscription period i.e., for indicative purposes, up to February 24, 2024. If the Overallotment Option is fully or partially exercised, a press release will be published by the Company.
It is specified that, should demand not be sufficient, the capital increase could be limited to 75% of the amount initially planned, i.e. €11.25 million instead of the initial €15 million.
If, following the subscription period, total subscriptions received by the Company were to represent less than 75% of the amount initially planned, the Offering would be cancelled and all subscription orders placed in this respect would become null and void.
Public Offer
The Public Offer will be open solely in France from January 18 to January 25, 2024 (inclusive), until 5:30 pm Paris time.
Global Placement
The Global Placement will be carried out from January 18 to January 25, 2024 (inclusive), until 5:30 pm Paris time. To be taken into account, orders issued within the framework of the Global Placement must have been received by the Lead Manager and Bookrunner by no later than 5:30 pm Paris time on January 25, 2024 (indicative date).
Price of New Shares within the framework of the issue
3.99 euros per New Share (i.e. a par value of 0.04 euros and an issue premium of 3.95 euros) (the "Offering Price" or "Subscription Price"), to be fully paid-up in cash at the time of subscription.
The Offering Price corresponds to the price of the New Shares offered within the framework of the Public Offer and the Global Placement. The Offering Price represents:
- a discount of 30% on the average of the volume-weighted average share prices during the five trading sessions preceding the setting of the issue price by the Company's Chief Executive Officer on January 16, 2024 after the markets close (i.e. January 10, 11, 12, 15 and 16, 2024, inclusive) and
- a discount of 27.6% on the closing price on the day prior to the setting of the issue price by the Company's Chief Executive Officer (i.e. January 16, 2024).
The additional New Shares that could be issued within the framework of the Overallotment Option would be issued at the Offering Price.
Gross and net proceeds of the Offering
The amount of the issue proceeds received by the Company would be, for indicative purposes only, as follows:
(in millions of euros) | Offering at 75% | Offering at 100%(1) | Offering at 115%(2) | Offering at 130%(3) |
Gross proceeds | 11.25 | 15.00 | 17.25 | 19.84 |
Estimated costs* | 1.47 | 1.68 | 1.81 | 1.96 |
Net proceeds | 9.78 | 13.32 | 15.44 | 17.88 |
Including remuneration of financial intermediaries, legal, administrative and communication costs, as well as the amount of remuneration relating to underwriting commitments in the event of a full call by the guarantors (i.e. €400,000 7.0% x €5.72 million), and other costs relating to the issue.
1) Excluding the exercise of the Extension Clause
2) After the full exercise of the Extension Clause.
3) After the full exercise of the Extension Clause and the Over-Allotment Option.
Rights attached to the New Shares
The New Shares and, if applicable, the additional New Shares will carry dividend rights, will carry rights, from the date of their issue, to all distributions decided by the Company from that date and will be admitted to trading on the same listing line as the Company's existing shares.
Notifications of New Shares to subscribers
Within the framework of the Public Offer, investors who have placed subscription orders will be informed of their allocations by their financial intermediary. Within the framework of the Global Placement, investors who have placed subscription orders will be informed of their allocations by the Lead Manager and Bookrunner.
Revocation of subscription orders
Subscription orders received within the framework of the Public Offer are irrevocable.
Indicative timetable of the transaction
January 17, 2024 | Approval of the Prospectus by the AMF Press release announcing the launch of the Offering (after market close) | |
January 18, 2024 | Publication by Euronext Paris of the notice of the Opening of the Offering Availability of the Prospectus Opening of the Public Offer and Global Placement | |
January 25, 2024 | Closing of the Public Offer (5:30 pm Paris time). Closing of the Global Placement (5:30 pm Paris time) | |
January 29, 2024 | Setting of the definitive terms of the Offering (including the exercise or not of the Extension Clause). Press release announcing the results of the Offering (after the markets close) Publication by Euronext of the notice of the results of the Public Offer | |
January 31, 2024 | Issuance of the New Shares Settlement-Delivery of the New Shares Admission of the New Shares to trading on Euronext | |
February 24, 2024 | Deadline for exercising the Overallotment Option End of the possible stabilization period |
The public will be informed of any changes to the above indicative timetable, should this happen, via a press release published by the Company and put on its website and by a notice published by Euronext.
Underwriting and other subscription commitments
The issue is not covered by a guarantee or underwriting, as per the provisions of article L. 225-145 of the French commercial code.
Nevertheless, the Company has received commitments from certain investors acting as a guarantee for the Offering totaling €5.72 million, or 38.13% of the initial amount of the capital increase. These commitments will be triggered should total subscriptions to New Shares (subscriptions received within the framework of the Public Offer and Global Placement) represent less than 100% of the Offering (excluding exercise of the Extension Clause and Overallotment Option).
All guarantors will be remunerated via a commission equal to 5% of their commitment, irrespective of the number of shares allocated to them. The guarantors will also receive a commission of 2% of their commitment that is effectively called within the framework of the final allocation of shares issued.
Furthermore, Lohas, Santé Holdings and Therabel Invest, historical shareholders of the Company have pledged to place subscription orders in cash for a total amount of €3.25 million, i.e. 21.67% of the gross amount of the Offering. Finally, one other investor has pledged to place a subscription order for an amount of €200,000, i.e. 1.33% of the gross amount of the Offering. None of these commitments will be remunerated.
All these commitments, of a total amount of €9,17 million guarantee that the Company will reach at least the threshold for implementing 61.13% of the Offering.
Summary of commitments
Details of the commitments representing a total of 61.13% of the size of the Offering are as follows:
Investor's Name | Amount of the subscription order |
New investor | |
L1 Capital Global Opportunities Master Fund | €200,000 |
Historical shareholders | |
Santé Holding Srl | €1,500,000 |
Therabel Invest SàRL | €250,000 |
Lohas SàRL | €1,500,000 |
Sub-total historical shareholders | €3,250,200 |
Guarantors | |
Johannes Groeff | €350,000 |
Global Tech Opportunities 21 (ABO) | €500,000 |
Maitice Gestion | €500,000 |
Crazy Duck BV | €250,000 |
Gestys SA | €400,000 |
Giga SS | €70,000 |
Jérôme Marsac | €150,000 |
iXcore SAS | €1,500,000 |
Friedland Gestion SAS | €500,000 |
Hamilton Stuart Capital Ltd | €500,000 |
Market Wizards BV | €600,000 |
Sully Patrimoine Gestion SA | €200,000 |
TVB Invest SARL | €50,000 |
Nyenburgh | €150,000 |
Sub-total guarantors | €5,720,000 |
Total | €9,170,000 |
Lock-up commitment by the Company
The Company has signed, until March 15, 2024, a lock-up commitment with the Lead Manager and Bookrunner, subject to certain customary exceptions and the issue by the Company of securities in connection with the planned "equitization" of the EIB loan4
It is specified that no lock-up commitment has been asked for in the context of the Offering neither from the Company's existing shareholders nor from investors who have committed to subscribe to the Offering.
Impact of the Offering on a shareholder's situation
The breakdown of the Company's share capital and voting rights (on a non-diluted basis) is, as on the date hereof and to the best of the Company's knowledge, as indicated in section 2 of the summary (Key Information on the Issuer) and section 5.10.3 of the "Note d'Opération" (as defined below).
For information purposes, assuming a 100% Offering and the full allocation of the above-mentioned subscription and underwriting commitments, and on the basis of the number of shares outstanding at the date hereof and the breakdown of the Company's shareholder as at December 31, 2023, the breakdown of the Company's shareholder base would be as follows:
Shareholders | Excluding exercise of the Extension Clause | After full exercise of the Extension Clause | After full exercise of the Extension Clause and Overallotment Option | ||||||
Number of shares | % of capital | % of voting rights (1) | Number of shares | Number of shares | % of capital | % of voting rights (1) | % of capital | Number of shares | |
Lohas SARL | 3,322,893 | 11.6% | 10.2% | 3,322,893 | 11.4% | 10.0% | 3,322,893 | 11.2% | 9.8% |
Matra Defense SAS | 2,670,640 | 9.4% | 11.2% | 2,670,640 | 9.2% | 11.0% | 2,670,640 | 9.0% | 10.8% |
Santé Holdings SRL | 2,894,283 | 10.1% | 12.3% | 2,894,283 | 9.9% | 12.1% | 2,894,283 | 9.7% | 11.9% |
Corely Belgium SPRL | 880,000 | 3.1% | 5.1% | 880,000 | 3.0% | 5.0% | 880,000 | 3.0% | 4.9% |
Bratya SPRL | 99,490 | 0.3% | 0.6% | 99,490 | 0.3% | 0.6% | 99,490 | 0.3% | 0.6% |
Pr. Alain Carpentier Famille | 491,583 | 1.7% | 3.0% | 491,583 | 1.7% | 3.0% | 491,583 | 1.7% | 2.9% |
ARSF A. Carpentier | 115,000 | 0.4% | 0.7% | 115,000 | 0.4% | 0.7% | 115,000 | 0.4% | 0.7% |
Therabel Invest | 741,706 | 2.6% | 2.3% | 741,706 | 2.5% | 2.2% | 741,706 | 2.5% | 2.2% |
Cornovum | 458,715 | 1.6% | 1.4% | 458,715 | 1.6% | 1.4% | 458,715 | 1.5% | 1.4% |
Stéphane Piat | 174,165 | 0.6% | 1.4% | 174,165 | 0.6% | 1.4% | 174,165 | 0.6% | 1.4% |
Treasury shares | 6,474 | 0.0% | 0.0% | 6,474 | 0.0% | 0.0% | 6,474 | 0.0% | 0.0% |
Free float | 16,692,486 | 58.5% | 51.9% | 17,256,395 | 59.3% | 52.7% | 17,904,891 | 60.2% | 53.6% |
TOTAL | 28,547,435 | 100.0% | 100% | 29,111,344 | 100.0% | 100.0% | 29,759,840 | 100.0% | 100% |
Amount and percentage of the dilution immediately resulting from the Offering
For guidance purposes, the impact of the Offering on the stake of a shareholder holding 1% of the Company's share capital prior to the Offering and not subscribing to it and on the portion of the Company's shareholders' equity per share would be as follows (based on 24,788,036 shares outstanding and shareholders' equity of -€17.54 million as of November 30, 2023):
Portion of capital | Portion of shareholders' equity per share | |||
Non-diluted basis | Diluted basis | Non-diluted basis | Diluted basis* | |
Before the Offering | 1.00% | 0.91% | -0.0007 | -0.0003 |
After the issuance of 2,819,550 New Shares (should the Offering be reduced to 75%) | 0.90% | 0.82% | 0.4069 | 0.3996 |
After the issuance of 3,759,399 New Shares resulting from this capital increase (excluding the Extension Clause) | 0.87% | 0.80% | 0.5248 | 0.5083 |
After the issuance of all New Shares (including full exercise of the Extension Clause but excluding the Overallotment Option) | 0.85% | 0.78% | 0.5926 | 0.5704 |
After the issuance of all New Shares (including full exercise of both the Extension Clause and the Overallotment Option) | 0.83% | 0.77% | 0.6660 | 0.6391 |
At the date of this prospectus, 2,439,907 free shares and 66,000 warrants are outstanding. This diluted basis does not take into account the number of shares likely to be issued in connection with the equitization of the EIB loan, which cannot be precisely determined as it will depend in particular on future trends in CARMAT's share price.
CARMAT is continuing its development and intends to reserve itself the right to implement other initiatives aimed at securing additional financing and easing its cash constraints.
Eligibility of the Offering to the PEA and PEA-PME equity savings plans and economic reinvestment within the framework of a share contribution and subsequent share transfer (article 150-O B ter of the French Tax Code)
CARMAT shares can be fully integrated into equity savings plans (plan d'épargne en actions or "PEA") and PEA-PME accounts, which offer the same tax advantages as the classic PEA.
The Company is also eligible to the economic reinvestment mechanism provided for by article 150-O B ter of the French Tax Code, which allows the persons who have sold contributed securities within three years following their contribution to maintain their tax deferral in the case of cash subscriptions.
Those concerned are invited to seek information from their usual tax advisor regarding the tax regime that apply in their specific case, notably regarding the subscription, acquisition, ownership and divestment of CARMAT shares.
Partners in the transaction
| Invest Securities | EuroLand Corporate | |
| Lead Manager and Bookrunner | Advisor |
Availability of the prospectus
The Public Offer has been the subject of a prospectus approved by the French Financial Markets Authority (Autorité des marchés financiers the "AMF") on January 17, 2024 under number 24-005 (the "Prospectus"). This prospectus comprises: (i) the Company's 2022 universal registration document filed with the AMF on April 21, 2023 under number D.23-0323 (the "2022 URD"); (ii) an amendment to the 2022 URD filed with the AMF on January 17, 2024 under number D.23-0323-A1 (the "Amendment"); (iii) a securities note (Note d'opération) (the "Note d'Opération"); and (iv) a summary of the Prospectus (included in the Note d'Opération and replicated in the appendix to this press release). Copies of the Prospectus approved by the AMF are available free of charge from CARMAT's head offices, 36, avenue de l'Europe, Immeuble l'Etendard Energy III, 78140 Vélizy-Villacoublay, France. This document is also available online on the AMF (www.amf-france.org) and CARMAT (www.carmatsa.com) websites. The approval of the Prospectus should not be taken to be an endorsement by the AMF of the securities offered.
Risk Factors
Investors are invited to carefully consider the risk factors described in chapter 2 "Risk Factors" of the 2022 URD, and in particular the "Funding risk", "Risk of operational and financial unviability", "Risk associated with production quality" and "Risk associated with the supply of materials and components" sections, as updated in chapter 4 of the Amendment and chapter 3 "Risk Factors associated with the Offering" of the Note d'Opération
About CARMAT
CARMAT is a French MedTech that designs, manufactures and markets the Aeson® artificial heart. The Company's ambition is to make Aeson® the first alternative to a heart transplant, and thus provide a therapeutic solution to people suffering from end-stage biventricular heart failure, who are facing a well-known shortfall in available human grafts. The world's first physiological artificial heart that is highly hemocompatible, pulsatile and self-regulated, Aeson® could save, every year, the lives of thousands of patients waiting for a heart transplant. The device offers patients quality of life and mobility thanks to its ergonomic and portable external power supply system that is continuously connected to the implanted prosthesis. Aeson® is commercially available as a bridge to transplant in the European Union and other countries that recognize CE marking. Aeson® is also currently being assessed within the framework of an Early Feasibility Study (EFS) in the United States. Founded in 2008, CARMAT is based in the Paris region, with its head offices located in Vélizy-Villacoublay and its production site in Bois-d'Arcy. The Company can rely on the talent and expertise of a multidisciplinary team of circa 200 highly specialized people. CARMAT is listed on the Euronext Growth market in Paris (Ticker: ALCAR ISIN code: FR0010907956).
For more information, please go to www.carmatsa.com and follow us on LinkedIn.
Name: CARMAT
ISIN code: FR0010907956
Ticker: ALCAR
Disclaimer
This press release does not constitute an offer to sell nor a solicitation of an offer to buy ordinary shares of Carmat, and does not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
With respect to Member States of the European Economic Area other than France, 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 such Member State. Therefore, such securities will only be offered in any such Member State (i) to qualified investors as defined in Regulation (EU) 2017/1129 of the European Parliament and European Council of 14 June 2017, as amended (the "Prospectus Regulation") or (ii) in accordance with the other exemptions of Article 1(4) of Prospectus Regulation.
This press release is an advertisement and not a prospectus within the meaning of the Prospectus Regulation.
This press release and the information it contains are being distributed to and are only intended for persons who are (x) outside the United Kingdom or (y) in the United Kingdom who are qualified investors (as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) 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 (iii) other persons to whom an invitation or inducement to participate 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 (y)(i), (y)(ii) and (y)(iii) 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 may not be distributed, directly or indirectly, in or into the United States. This press release and the information contained therein does not, and will not, constitute an offer of securities for sale, nor the solicitation of an offer to purchase, securities in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of Carmat have not been and will not be registered under the Securities Act, and Carmat does not intend to conduct a public offering in the United States.
MIFID II Product Governance/Target Market: solely for the purposes of the requirements of Article 9.8 of the Delegated Directive (EU) 2017/593 relating to the product approval process, the target market assessment in respect of the shares of Carmat has led to the conclusion in relation to the type of clients criteria only that: (i) the type of clients to whom the shares are targeted is eligible counterparties and professional clients and retail clients, each as defined in Directive 2014/65/EU, as amended ("MiFID II"); and (ii) all channels for distribution of the shares of Carmat to eligible counterparties and professional clients and retail clients are appropriate. Any person subsequently offering, selling or recommending the shares of Carmat (a "distributor") should take into consideration the type of clients assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the shares of Carmat and determining appropriate distribution channels.
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.
Any decision to subscribe for or purchase the shares or other securities of Carmat must be made solely based on information publicly available about Carmat. Such information is not the responsibility of Invest Securities and has not been independently verified by Invest Securities."
1 Initially due on January 31, 2024, the Company has obtained from the EIB, BNP Paribas and Bpifrance a standstill on the principal of the above-mentioned loans until February 22, 2024.
2 Loan for a total principal amount of €30m, paid in three tranches of €10m each repayable in principal and interest 5 years after payment (the first on 31 January 2024 for a total amount of €15m).
3 For more details on this conditional agreement in principle, please refer to the Company's press release dated January 12, 2024.
4 For further details of this potential equitization, please refer to the Company's press release dated January 12, 2024. The attention of investors is drawn to the fact that the implementation of the "equitization" mechanism (extinguishment of liabilities through spread issues of shares to be sold within a short period of time) on all or part of the tranches of the loan (representing a maximum of €48 million including interest) is likely to result in significant dilution and downward pressure on the share price.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240117232742/en/
Contacts:
CARMAT
Stéphane Piat
Chief Executive Officer
Pascale d'Arbonneau
Chief Financial Officer
Tel.: +33 1 39 45 64 50
contact@carmatsas.com
Alize RP
Press Relations
Caroline Carmagnol
Tel.: +33 6 64 18 99 59
carmat@alizerp.com
NewCap
Financial Communication
& Investor Relations
Dusan Oresansky
Tel.: +33 1 44 71 94 92
carmat@newcap.eu
