- Extraordinary General Meeting called to approve the capital
increase planned for January 2024
- Drawdown of the first tranche of the bond issue representing
50% of the maximum total financing
- Subsequent drawdown of a second tranche of the issue at the
Company's discretion no later than December 31, 2023
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, informs its
shareholders that an Extraordinary General Meeting will be held at
2 pm CEST on November 16, 2023, at the Company’s head offices
(Allée F. Magendie, Technopole Bordeaux Montesquieu, 33650
Martillac, France) and announces the signing of short-term
financing of a maximum net amount of €1.0 million in the form of a
non-dilutive bridge bond issue, prior to the launch of a new
fund-raising operation.
Convening of an Extraordinary General
Meeting on November 16, 2023, within the framework of the planned
capital increase announced on September 28, 2023
IMPLANET announces that its shareholders are invited to attend
an Extraordinary General Meeting on November 16, 2023, to vote on a
resolution authorizing the implementation of a capital increase
with preferential subscription rights under the conditions
described below.
As indicated in its press release of September 28, 2023, the
Company is planning to launch a capital increase with preferential
subscription rights in January 2024 in order to raise between €5.5
million and €6.4 million (excluding the possible exercise of an
extension option of no more than 15%).
Based on current assumptions regarding activity and anticipated
commercial developments with Sanyou Medical, the Company estimates
that this capital increase for a minimum of €5 million would give
it financial visibility of over 12 months.
As a reminder, Shanghai Sanyou Medical Co., Ltd, which has a
41.03% stake in IMPLANET via its subsidiary Sanyou (HK)
International Medical Holding Co., Ltd (together “Sanyou Medical”),
has pledged to subscribe to the capital increase, if carried out,
in cash on an irreducible and reducible basis of up to €5 million
subject to (i) the approval of Sanyou Medical’s Board of Directors,
(ii) obtaining a waiver from the French stock market authority
(AMF) regarding the obligation to file a public tender offer (in
accordance with provisions of articles 234-8 and 234-9, 2° of the
AMF General Regulations) in the event of a post-transaction
crossing of the 50% capital or voting rights threshold and (iii)
the approval of the relevant Chinese government authorities.
Indeed, depending on the level of IMPLANET shareholder
participation, Sanyou Medical could be required to exceed the
threshold of 50% of IMPLANET’s capital and voting rights, i.e. the
threshold triggering a mandatory tender offer1.
Sanyou Medical intends to file a request for exemption from a
public offer on the basis of article 234-9 2° of the AMF’s General
Regulations regarding the implementation of a capital increase,
subject to the approval of the Shareholders’ Extraordinary General
Meeting, aimed at providing a response to the existence of the
Company’s proven financial difficulties.
As a reminder, Sanyou Medical has also requested to be granted a
majority of directors on the Company’s Board of Directors upon
completion of its subscription.
The convening notice is published in the BALO French official
legal announcement publication today. This notice notably includes
details on how to participate and vote in the Extraordinary General
Meeting.
Documents and information relating to this Extraordinary General
Meeting will be made available to shareholders and will be
accessible on the Company’s website, in accordance with applicable
legal and regulatory provisions.
Implementation of short-term financing
of a maximum net amount of €1.0 million in the form of a bond
issue
As the capital increase will take several months to complete
(time required to convene a General Meeting, obtain a waiver from
the AMF regarding the requirement to file a public tender offer and
obtain the approval of the relevant Chinese government authorities)
and given that the Company had a cash position of €0.3 million as
of August 31, 2023, the Company has been exploring several
short-term financing solutions to enable it to meet its cash
requirements until the implementation of this capital increase,
favoring non-dilutive financing in the form of non-convertible
bonds.
The Company’s Board of Directors, at its meeting of October 9,
2023, authorized short-term financing of up to €1.3 million nominal
in non-convertible bonds subscribed in cash for €1.0 million via
the issuance of 260 bonds with a nominal value of €5,000 subscribed
at 77% of the bond’s nominal value, via two tranches each
representing a nominal amount of €0.65 million through the issuance
of 130 bonds per tranche.
The drawdown of the first tranche, via the issuance of 130 bonds
for a net amount of €0.50 million, was undertaken today.
The drawdown of the second tranche, for a net amount of €0.50
million, is at the Company’s discretion and could be carried out
between November 27, 2023, and December 31, 20232.
These non-dilutive non-convertible bonds whose maturity date is
April 30, 2024, are non-interest bearing and are to be repaid no
later than five working days of the earlier of (i) April 30, 2024,
and (ii) the completion of the planned capital increase.
In the event of (i) the Company not repaying the bonds due or
(ii) the Company does not launch the planned capital increase
before February 12, 2024, the Company has undertaken to allocate
free share subscription warrants to the holders of the
non-convertible bonds, enabling them to redeem the bonds in shares.
The Company will issue a press release if necessary.
On the basis of current cash forecasts and in the absence of any
new sources of financing being obtained, the drawdown of the first
tranche enables the Company to be financed through to December 31,
2023.
Upcoming financial press
- 2023 Third-Quarter Revenue, October 17, 2023, after
market close
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 business. Implanet believes 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 and in the annual
financial report for December 31, 2022, 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. This press release is for information purposes only and
does not and shall not under any circumstances constitute an offer
to sell or subscribe, or the solicitation of an order to buy or
subscribe, Implanet securities in any country.
_______________________________ 1 Based on the following
assumptions: (i) proposed global operation of €6.4 million and (ii)
a subscription price of €0.13 being the maximum price of the
capital increase − Should Sanyou Medical subscribe €5 million or
78% of a proposed global operation of €6.4 million, Sanyou
Medical’s stake could increase to 61.25% − Should Sanyou Medical
subscribe €5 million or 90% of a proposed global operation of €5.5
million, Sanyou Medical’s stake could increase to 66.05% of
IMPLANET’s capital. 2 The drawdown of this second tranche remains
subject to the usual conditions precedent (absence of incidences of
default, absence of any significant unfavorable developments), to
Sanyou Medical obtaining a waiver from the AMF regarding the
obligation to file a public tender offer should its stake exceed
the 50% capital or voting rights threshold following the capital
increase and to Sanyou Medical’s Board of Directors approving their
participation in the capital increase.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231010279990/en/
IMPLANET Ludovic Lastennet, CEO David Dieumegard, CFO
Tél. : +33 (0)5 57 99 55 55 investors@Implanet.com
NewCap Investor Relations Mathilde Bohin 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
Implanet (EU:ALIMP)
Historical Stock Chart
From Apr 2024 to May 2024
Implanet (EU:ALIMP)
Historical Stock Chart
From May 2023 to May 2024