- Fundraising of €5.5 million through the issue of 83,924,897 New
Shares
- Sanyou (HK) International Medical Holding Co., limited
strengthens its stake and now owns 74.56% of the capital and voting
rights of the Company
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.
_______________________ 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).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240202513949/en/
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
Implanet (EU:ALIMP)
Historical Stock Chart
From Oct 2024 to Nov 2024
Implanet (EU:ALIMP)
Historical Stock Chart
From Nov 2023 to Nov 2024
