BORDEAUX, France & BOSTON--(BUSINESS WIRE)--Regulatory News:
IMPLANET (Euronext Growth: ALIMP, FR0013470168, eligible for PEA-PME equity savings plans), (the "Company"), a medical technology company specialized in implants for orthopedic surgery and the distribution of technological medical equipment, announces the success of the capital increase in cash with preferential subscription rights for shareholders announced on January 4, 2024 (the "Capital Increase"). This operation raised €5.5 million through the issue of 83,924,897 new shares ("New Shares") at a unit price of €0.0655, corresponding to the closing price on January 3, 2024 (€0.0655), prior to the setting of the issue price by Implanet's Board of Directors.
The gross income from the Capital Increase, which amounts to €5.5 million, will enable the Company, in accordance with the press release of January 4, 2024, to:
- 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 net proceeds of the current issue of €5.3 million will provide it with a financial visibility of more than 12 months1 ;
- 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.
Results of the Capital Increase with preferential subscription rights for shareholders
The Capital Increase was the subject of a global demand of 83,924,897 New Shares at a unit price of €0.0655, with a ratio of 19 New Shares for 8 existing shares held, for a total requested amount of €5,497,080.75, representing 86.10 % of the amount of the initial offer (€6,384,842.536).
Subscriptions are distributed this way:
- 46,086,780 New Shares on an irreducible basis, representing 54.91 of the issued New Shares;
- 36,632,431 New Shares on a reducible basis, representing 43.65 % of the issued New Shares. The service rate for reducible applications is 100%;
- 1,205,686 New Shares on a voluntary basis.
In accordance with its subscription commitment and following the approval of the Chinese authorities on December 28, 2023, Sanyou Medical, which held 16,841,069 Implanet shares (representing 41.03% of the share capital), subscribed for 39,997,527 New Shares on an irreducible basis and 36,338,350 New Shares on a reducible basis for a total amount of €4,999,999.9435, representing a total of 76,335,877 New Shares (or 90.96% of the New Shares issued).
Sanyou Medical's subscription was fully subscribed.
Following the operation, Sanyou Medical now holds 74.56% of Implanet's capital and voting rights.
Sanyou Medical will thus cross the threshold of 50% of the Company's capital and voting rights, which is the threshold required to launch a mandatory tender offer.
As a reminder, 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").
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.
Finally, the stake of a shareholder who held 1% of the Company's capital prior to the Capital Increase and who did not subscribe to it has been reduced to 0.328%.
Settlement-delivery of the New Shares
Following settlement-delivery on February 6, 2024, Implanet's share capital will amount to €1,249,684.84, comprising 124,968,484 shares with a par value of €0.01 each.
Application will be made for the New Shares to be admitted to trading on Euronext Growth in Paris on the same day, on the same quotation line as the existing shares (ISIN code FR0013470168 - ticker ALIMP).
Impact of the Capital Increase on the shareholder structure
The following table shows the breakdown of share capital after completion of the Capital Increase:
After the operation | ||
Number of shares | % of capital and voting rights (non-diluted basis) | |
Founders and historical investors | 4,316 | 0.00% |
Sanyou (HK) International Medical Holding CO Limited | 93,176,946 | 74.56% |
Other financial investors | 2,623,966 | 2.10% |
Corporate officers, employees and consultants | 571,159 | 0.46% |
Other individual shareholders | 681,969 | 0.55% |
Floating | 27,910,128 | 22.33% |
Total | 124,968,484 | 100.00% |
Impact of the issue on the shareholder's situation
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 83,924,897 New Shares resulting from this Capital Increase | 0.0782 | 0.0907 |
*: Consolidated shareholders' equity amounted to €4,273,000 as of June 30, 2023.
The stake of a shareholder who held 1% of the Company's capital prior to the Capital Increase and who did not subscribe to it is as follows:
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 83,924,897 New Shares resulting from this Capital Increase | 0.328 | 0.328 |
**: 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.
Reminder of the other terms of the Capital Increase
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.
The offer was made on the basis of the 1st and 2nd resolutions adopted by the Extraordinary General Meeting on November 16, 2023, and by the Board of Directors of Implanet on January 4, 2024, which decided on the principle of the Capital Increase with preferential subscription rights and its implementation.
A notice to shareholders concerning this operation will be published on January 12, 2024, in the Bulletin des Annonces Légales et Obligatoires (BALO).
Resumption of the option to exercise the right to receive shares in the Company
The rights of holders of stock options, business creator share subscription warrants and share subscription warrants allocated or issued by the Company, which had been suspended by decision of the Board of Directors on February 4, 2024 from January 12, 2024 (0:01 a.m., Paris time) until and including the date of settlement-delivery of the New Shares, will be restored as from the date of settlement-delivery of the New Shares, i.e. 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.
Risk factors
The Company draws attention to the 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 full-year financial report on December 31, 2022 and in the half-yearly financial report on 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 net proceeds of the current Capital Increase of €5.3 million will give it financial visibility of more than 12 months.
The other main risk factors relating to the forthcoming capital increase are set out below:
- 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;
- following the Capital Increase, the Company's main shareholder holds 74.56% of the Company's capital and voting rights;
- 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 Results, on March 5, 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 €7.4 million in 2023. 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.
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1 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 completion of the Capital Increase (press release of October 11, 2023).
Contacts
IMPLANET
Ludovic Lastennet, CEO
David Dieumegard, CFO
Tél.: +33 (0)5 57 99 55 55
investors@Implanet.com
NewCap
Investor Relations
Nicolas Fossiez
Tél.: +33 (0)1 44 71 94 94
Implanet@newcap.eu
NewCap
Media Relations
Arthur Rouillé
Tél.: +33 (0)1 44 71 94 94
Implanet@newcap.eu
