- Details regarding the terms for setting the price of the
planned capital increase of between €5.5M and €6.4M to take place
in January 2024, to be submitted to a vote at the Annuel General
Meeting on November 16, 2023
- Signing of an amendment to Sanyou Medical’s commitment to
participate in the planned capital increase
- Sanyou Medical has been granted an exemption from the
obligation to file a draft public offering by the AMF
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, hereby specifies
the terms for setting the price of its upcoming capital
increase.
As announced in the press release of September 28, 2023, in the
coming months the Company is planning to launch an operation to
raise between €5.5 million and €6.6 million (excluding the possible
exercise of a maximum 15 % extension option).
This operation would take the form of a capital increase by
issue with preferential subscription rights open to all
shareholders within the framework of the granting of a new
authorization to be sought from shareholders at a General Meeting
to be held on November 16, 2023, which will take place in January
2024, once the various conditions precedent have been met.
As a reminder, Shanghai Sanyou Medical Co., Ltd, which holds a
41.03% stake in IMPLANET’s capital via its subsidiary Sanyou (HK)
International Medical Holding Co., Ltd (together: “Sanyou Medical”)
had pledged, should such an operation be implemented, to subscribe
to the capital increase in cash on an irreducible and reducible
basis to the tune of €5 million subject to (i) the approval of
Sanyou Medical’s Board of Directors, (ii) obtaining a prior waiver
from the AMF French stock market authority of the obligation to
file a public tender offer (in accordance with the provisions of
articles 234-8 and 234-9, 2° of the AMF’s 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 authorities1.
Sanyou Medical has also asked to be granted the majority of
directorships on the Company's Board of Directors as from the
completion of its subscription.
At its meeting of October 27, 2023, IMPLANET’s Board of
Directors specified the terms for setting the price of the capital
increase. The issue price will thus be defined on the basis of a
market value that is the lowest of:
- IMPLANET’s closing share price during the
trading session immediately preceding the date of the Company’s
Board Meeting held to approve the launch the operation; and - the
volume weighted average price (VWAP) over the 20 trading sessions
immediately preceding the date of the Company’s Board Meeting held
to approve the launch the operation.
Moreover, the issue price will be in the following range2:
- a maximum of €0.07 per share; and - a
minimum of €0.04 per share.
Within the framework of an amendment signed on October 27, 2023,
Sanyou Medical has confirmed its commitment to participate in the
capital increase to the tune of €5.0 million under the
price-setting conditions defined above and subject to the same
reservations as before, i.e. (i) the approval of Sanyou Medical’s
Board of Directors, (ii) obtaining a prior waiver from the AMF
French stock market authority of the obligation to file a public
tender offer (in accordance with the provisions of articles 234-8
and 234-9, 2° of the AMF’s General Regulations) in the event of a
post-transaction crossing of the 50% capital threshold and (iii)
the approval of the relevant Chinese government authorities.
Under these conditions:
- at the top of the range, i.e. €0.07 per
share, in the case of a €5.0 million subscription by Sanyou Medical
and no public subscription, Sanyou
Medical’s capital stake could increase to 78.48%. A historical
shareholder holding 1% of the undiluted capital would then see his
stake diluted to 0.36% of the undiluted capital.
- at the bottom of the range, i.e. €0.04 per
share, in the case of a €5.0 million subscription by Sanyou Medical
and no public subscription, Sanyou
Medical’s capital stake could increase to 85.42%. A historical
shareholder holding 1% of undiluted capital would then see his or
her stake diluted to 0.25% of undiluted capital.
Lastly, on October 31, 2023, the AMF granted Sanyou Medical a
waiver of the obligation to file a public tender offer in the event
of a post-transaction crossing of the 50% capital threshold under
article 234-9, 2° of the AMF’s General Regulations “Subscription to
a capital increase by a company in recognised financial difficulty,
subject to the approval of a general meeting of its
shareholders”.
Documents and information relating to this Extraordinary General
Meeting are available to shareholders and accessible on the
Company’s website, in accordance with applicable legal and
regulatory provisions.
Moreover, the Company would like to remind readers that, based
on current cashflow assumptions and in the absence of any new
sources of funding being obtained (i.e. excluding the financing
that will be received from the capital increase), the Company has a
cash runway to December 31, 2023 following the drawdown of the
first €0.5 million tranche of the short-term financing the Company
benefited from in October 20233.
Based on current assumptions regarding activity and anticipated
commercial developments with Sanyou Medical, the Company estimates
that this capital increase – which is subject to its shareholders’
approval at the General Meeting of November 16, 2023 – for a
minimum of €5 million would, once implemented, give it financial
visibility of over 12 months.
As indicated in its press release of September 28, 2023, this
financing will strengthen the Company's financial position, enable
it to meet its financial commitments and ensure the commercial
development of its medical devices based on three main areas:
- roll out 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 leading
spine market in terms of volume) with Sanyou Medical; - distribute
high-tech medical equipment in Europe, such as the ultrasonic
medical scalpel from SMTP Technology Co.
The final terms of the transaction and its timetable will be
announced in a forthcoming press release.
Risk factors
The Company draws attention to the other risk factors related to
the Company and its activity presented in the 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 annual
financial report of December 31, 2022 and in the half-yearly
financial report of June 30, 2023.
At the date of this press release, the share price for the 2023
financial year reached its highest level on April 11, 2023 at
€0.2925, and its lowest level on October 19, 2023 at €0.0461. Given
the high volatility of the Company's share price on the launch date
of this capital increase, this price could be lower than the
minimum issue price, i.e. €0.04. In this situation, without
prejudging the value of the preferential subscription right ("DPS")
during the DPS listing period, the theoretical value of the DPS
would be negative and would therefore have to be recorded at
zero.
Other main risk factors related to the forthcoming capital
increase are presented below:
- the market for preferential subscription
rights may offer only limited liquidity and be subject to high
volatility; - shareholders who do not exercise their preferential
subscription rights will see their stake in the Company's capital
diluted; - the market price of the Company's shares could fluctuate
and fall below the subscription price of the shares issued on
exercise of the preferential subscription rights; - in the event of
a fall in the market price of the Company's shares, preferential
subscription rights could lose their value; - the Company's
shareholders could suffer potentially significant dilution as a
result of any future capital increases.
Upcoming financial
publication
- 2023 Full-Year Revenue, on January 23, 2024, 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, in the annual financial
report for December 31, 2022 and in the half-year 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. 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 See press release of September 28, 2023 2 This range replaces
the maximum price of €0.13 indicated previously. 3 See press
release of October 11, 2023
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231031229138/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
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