- 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/
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
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