- Adoption of resolutions at today's Extraordinary General
Meeting concerning the capital increase to take place in January
2024
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, announces that it
received the approval of its shareholders to proceed with the
upcoming capital increase.
As announced in its press release of October 11, 2023, IMPLANET
convened an Extraordinary General Meeting today, to vote on
resolutions to authorize a capital increase with preferential
subscription rights of between €5.5 million and €6.4 million
(excluding the possible exercise of a maximum 15% extension option)
to take place in January 2024.
This authorization was a prerequisite for the planned capital
increase with preferential subscription rights detailed in the
press releases dated September 28, 2023 and October 31, 2023, to
which Sanyou (HK) International Medical Holding Co. Ltd, owned by
Shanghai Sanyou Medical Co. LTD, (together "Sanyou Medical"), which
holds a 41.03% stake in IMPLANET's capital, has undertaken, subject
to certain conditions, to subscribe to the capital increase in cash
on an irreducible and reducible basis to the tune of €5
million1.
This authorization also acknowledges that, given the potential
characteristics of the issue resulting from the use of this
authorization, Sanyou Medical could hold more than 50% of the
Company's capital and/or voting rights following the issue, i.e.
the threshold for a public tender offer, and that Sanyou Medical
wished to apply to the AMF French stock market authority for 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 the capital increase by a company in recognised financial
difficulty, subject to the approval of a general meeting of its
shareholders").
As a reminder, this waiver was granted on October 31, 2023.
The number of shares held by shareholders present, voting by
post and/or represented at the Extraordinary General Meeting was
17,907,443, representing a quorum of 43.63%.
All the resolutions relating to the planned capital increase
were adopted at the Extraordinary General Meeting. Only the third
resolution concerning the delegation of authority to increase the
share capital in favor of employees participating in a company
savings plan was rejected.
The minutes of the AGM will be available on the Company's
website.
To date, the planned capital increase remains subject to the
approval of Sanyou Medical's Board of Directors and the control of
the relevant Chinese government authorities, which should take
place in January 2024.
The final terms of the transaction and its timetable will be
announced in a forthcoming press release.
On the basis of current cash forecasts and in the absence of new
sources of financing (i.e. excluding the financing to be received
under the capital increase), the Company's cash horizon is set at
December 31, 2023, following the drawdown of the first €0.5 million
tranche of the short-term financing granted to the Company in
October 20232.
Based on current assumptions regarding activity and anticipated
commercial developments with Sanyou Medical, the Company estimates
that this capital increase, submitted to the vote of the
Extraordinary General Meeting of November 16, 2023, for a minimum
of €5 million would, once implemented, give it financial visibility
of over 12 months.
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 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. 2 See
above-mentioned press release dated October 11, 2023.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231116012978/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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