Regulatory News:
NOT FOR DISTRIBUTION IN THE UNITED STATES OF
AMERICA, SOUTH AFRICA, 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”), today announces the success of its global
offering for a total gross amount of €16.0 million, of which €14.2
million were subscribed by specialized investors as defined below
and €1.8 million by retail investors (via the PrimaryBid platform)
(the "Global Offering").
Stéphane Piat, Chief Executive Officer of CARMAT, said:
"This new financing is key for CARMAT, as it gives us the means to
meet the growing demand for Aeson® from French centers in the
EFICAS study, and from European hospitals carrying out commercial
implants. I would particularly like to thank our long-standing
shareholders, as well as new institutional and individual
investors, for their support on our way to commercial success for
Aeson®. Based on our achievements since the beginning of the year,
we are confident in a substantial gradual increase in sales over
the coming months, to reach revenue of around €14 million in 2024.
This momentum, combined with the unwavering support of our
shareholders, strengthens our belief in our goal of making Aeson®
the leading alternative to heart transplants."
Use of Proceeds
The main purpose of the Global Offering is to strengthen
CARMAT's equity and finance its short-term working capital
requirements. The net proceeds of the Global Offering will enable
CARMAT to continue its operations until mid-August 2024, and in
particular to pursue the development of its production and sales,
as well as its EFICAS clinical trial in France.
The Global Offering only partially finances the Company's needs
over the next 12 months, with additional post-Global Offering
financial requirements expected to be around €30 million. CARMAT
will therefore have to secure additional fundings from the second
half of 2024.
Main terms of the Global
Offering
The Global Offering, for a total amount, including issue
premium, of €16.0 million, was carried out by issuing, without
preferential subscription rights and without a priority
subscription period, 5,333,422 new ordinary shares, representing
18.3% of the Company's1 existing share capital prior to the Global
Offering, as part of:
- an offering of 4,724,995 new ordinary shares for an amount
(including issue premium) of €14.2 million, to the benefit of
French or foreign individuals, companies or investment funds
investing on a regular basis, or having invested more than €2
million during the 36 months preceding the issue in question, in
the life sciences or technology sector, pursuant to Article L.
225-138 of the French Commercial Code (the "Reserved
Offering"); and
- a public offering in France of new shares to retail investors
via the PrimaryBid platform, for an amount (including issue
premium) of €1.8 million, through the issue of 608,427 new shares
(the "PrimaryBid Offering").
Bank Degroof Petercam SA/NV and Invest Securities acted as
global coordinators, lead managers and joint bookrunners in
connection with the Reserved Offering (together, the "Placement
Agents"). The Reserved Offering was subject to a placement
agreement between the Company and the Placement Agents dated May
16, 2024.
Investors in the PrimaryBid Offering subscribed exclusively via
the PrimaryBid partners listed on the PrimaryBid website
(www.PrimaryBid.fr). The PrimaryBid Offering was subject to an
engagement letter entered into between the Company and PrimaryBid
and was not subject to a placement agreement. For further details,
please visit the PrimaryBid website at www.PrimaryBid.fr.
The new shares, which represent approximately 18.3% of the
Company's share capital, on a non-diluted basis, before completion
of the Global Offering and 15.5% of the Company's share capital, on
a non-diluted basis, after completion of the Global Offering, were
issued yesterday evening by decision of the Company's Chief
Executive Officer pursuant to the sub-delegations of authority
granted by the Company's Board of Directors on 16 May 2024 and
pursuant to Article L. 225-138 of the French Commercial Code, in
accordance with the 6th and 2nd resolutions of the Company's
Extraordinary General Meeting held on January 5, 2024.
The issue price of the new shares has been set at €3.00 per
share, representing a discount of 26.5% on CARMAT’s closing price
on May 15, 2024, i.e. €4.08, and a discount of 28.7% on CARMAT’s
average volume-weighted average prices over the last 5 trading
sessions prior to its setting, i.e. €4.21.
To the best of the Company's knowledge, the ownership structure
before and after completion of the Global Offering is as
follows:
Pre-Global Offering
(on a non-diluted
basis)
Post-Global Offering
(on a non-diluted
basis)
Number of shares
% of share capital
Number of shares
% of share capital
Lohas SARL (Pierre Bastid)
3,322,893
11.4%
3,322,893
9.6%
Les Bastidons2 (Pierre Bastid)
-
-
1,343,333
3.9%
Sante Holdings SRL (Dr. Antonino
Ligresti)
2,894,283
9.9%
4,237,616
12.3%
Matra Défense SAS (Airbus Group)
2,670,640
9.2%
2,670,640
7.7%
Corely Belgium SPRL (Gaspard family)
880,000
3.0%
880,000
2.6%
Therabel Invest
741,706
2.5%
741,706
2.2%
Prof. Alain Carpentier and family
491,583
1.7%
491,583
1.4%
Scientific Research Association of the
Alain Carpentier Foundation
115,000
0.4%
115,000
0.3%
Cornovum
458,715
1.6%
458,715
1.3%
Stéphane Piat (CEO)
363,945
1.2%
363,945
1.1%
Treasury shares*
17,768
0.1%
17,768
0.1%
Free float
17,198,693
59.0%
19,845,449
57.5%
Total
29,155,226
100.0%
34,488,648
100.0%
* Liquidity contract (situation at April 30, 2024)
The existing shareholders Lohas SARL (family office of Mr.
Pierre Bastid)2 and Sante Holdings SRL (family office of Dr.
Antonino Ligresti), holding respectively 11.4% and 9.9% of the
Company's share capital prior to the Global Offering, had committed
to subscribe for an amount of €4 million each in the Reserved
Offering.
These shareholders have been allocated 100% of the Reserved
Offering. Their total investment represents 50% of the total amount
of the Global Offering.
Admission of new shares
Settlement-Delivery of the new shares and their admission to
trading on the Euronext Growth® Paris multilateral trading facility
under the same ISIN code FR0010907956 are expected to occur on May
22, 2024. The new shares will be listed on the same quotation line
as the Company's existing ordinary shares, will carry dividend
rights and will be immediately assimilated to the Company's
existing shares.
The Global Offering is not subject to a prospectus requiring an
approval from the French Financial Market Authority (Autorité des
Marchés Financiers) (the "AMF")3.
Lock-up commitment
In connection with the Global Offering, the Company has entered
into a lock-up commitment taking effect from the date of signature
of the placement agreement entered into between the Company and the
Placement Agents on May 16, 2024 and expiring on June 30, 2024,
subject to customary exceptions and to the issuance by the Company
of securities giving access to its share capital in connection with
the implementation of the forthcoming "equitization" of the loan
granted by the European Investment Bank (the "EIB")4.
It is specified that no lock-up commitment has been requested
from the Company's existing shareholders or from investors who have
committed to subscribe to the Reserved Offering.
Risk factors
The public's attention is drawn to the risk factors associated
with the Company and its activity, described in chapter 2 of the
Universal Registration Document 2023 filed with the AMF on April
30, 2024 under number D.24-0374, available free of charge on the
Company's website (www.carmatsa.com) and the AMF website
(www.amf-france.org). The occurrence of any or all of these risks
could have a negative impact on the Company's activity, financial
situation, results of operations, development or outlook.
Additionally, investors are invited to consider the risks
specific to the Global Offering: (i) the market price of the
Company's shares could fluctuate and fall below the subscription
price of the shares issued in connection with the Global Offering,
(ii) the volatility and liquidity of the Company's shares could
fluctuate significantly, (iii) divestments of the Company's shares
could occur on the market and have an unfavorable impact on the
Company's share price, (iv) the Company's shareholders could suffer
potentially significant dilution as a result of any future capital
increases made necessary by the Company's search for financing, as
well as of the forthcoming equitization of the loan contracted by
CARMAT with the EIB, (v) as the securities are not intended
to be listed on a regulated market, investors will not benefit from
the guarantees associated with regulated markets.
This press release does not constitute a prospectus within the
meaning of Regulation (EU) 2017/1129 of the European Parliament and
of the Council of June 14, 2017, as amended, nor an offer to the
public.
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.
Disclaimer
This press release does not constitute an offer to sell nor a
solicitation of an offer to buy, nor shall there be any sale of
shares in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
The distribution of this document may, in certain jurisdictions,
be restricted by local legislations. Persons into whose possession
this document comes are required to inform themselves about and to
observe any such potential local restrictions.
This press release is an advertisement and not a prospectus
within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (as amended, the
“Prospectus Regulation”). Any decision to purchase shares
must be made solely on the basis of publicly available information
on the Company.
In France, the offer of Carmat shares described below will be
made in the context of (i) two capital increases reserved to one or
more specified categories of beneficiaries, pursuant to article L.
225-138 of the French commercial code and applicable regulatory
provisions and (ii) a public offering in France primarily intended
to retail investors through the PrimaryBid platform. Pursuant to
article 211-3 of the General regulations of the French financial
markets authority (Autorité des marchés financiers) (the
“AMF”) and articles 1(4) and 3 of the Prospectus Regulation,
the offer of Carmat shares will not require the publication of a
prospectus approved by the AMF.
With respect to Member States of the European Economic Area, no
action has been taken or will be taken to permit a public offering
of the securities referred to in this press release requiring the
publication of a prospectus in any Member State. Therefore, such
securities may not be and shall not be offered in any Member State
other than in accordance with the exemptions of Article 1(4) of
Prospectus Regulation or, otherwise, in cases not requiring the
publication of a prospectus under Article 3 of the Prospectus
Regulation and/or the applicable regulations in such Member
State.
This press release and the information it contains are being
distributed to and are only intended for persons who are (x)
outside the United Kingdom or (y) in the United Kingdom 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 EU Delegated
Directive 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 Bank Degroof Petercam SA/NV and Invest Securities
and has not been independently verified by Bank Degroof Petercam
SA/NV and Invest Securities.
_________________________________
1 On a non-diluted basis
2 Mr. Pierre Bastid's subscription to the Global Offering was
made not via Lohas SARL, which he controls and which is already a
CARMAT shareholder, but via Les Bastidons, of which he is the sole
shareholder.
3 The amount of the PrimaryBid Offering is lower than €8
million.
4 For further details on this equitization, please refer to the
press release published by the Company on March 22, 2024 and to
section 3.1.7 of CARMAT's 2023 Universal Registration Document.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240516085114/en/
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 Jérémy Digel Tel.:
+33 1 44 71 94 92 carmat@newcap.eu
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