- Fundraising of €6.38 million with preferential subscription
rights, through the issue of New Shares with a ratio of 19 New
Shares for 8 preferential subscription rights (which may be
increased to €7.34 million if the 15% Extension Clause is fully
exercised)
- Subscription price per New Share: €0.06551
- Separation of the preferential subscription right on January
15, 2024, and subscription period opened from January 17, 2024, to
January 30, 2024
- Subscription commitment by Sanyou (HK) International Medical
Holding Co. limited of €4.99 million, representing 78.31% of the
issue
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, announced the
launch of a capital increase in cash with preferential subscription
rights for shareholders (the "Capital Increase") amounting
to €6,384,842.536 through the issue of 97,478,512 new shares
("New Shares") at a unit price of €0.0655, corresponding to
the closing share price on January 3, 2024 (€0.0655), prior to the
setting of the issue price by Implanet's Board of Directors.
The amount of the issue may be increased to a maximum of
€7,342,568.864, corresponding to the issue of up to 14,621,776
additional New Shares, in the event of exercise of the extension
clause up to 15% of the initial amount (the "Extension
Clause").
The objectives of the Capital Increase are as follows:
- 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 Capital Increase, for a minimum amount of €5 million,
would provide it, once completed, with financial visibility of more
than 12 months2 ;
- 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.
TERMS AND CONDITIONS OF THE ISSUE OF NEW SHARES
Share capital before the capital increase
At the date of launch of the Capital Increase, Implanet's share
capital was made up of 41,043,587 fully subscribed and paid-up
shares with a par value of €0.01 each, listed on the Euronext
Growth market in Paris.
Share codes
Name: IMPLANET ISIN code: FR0013470168 Ticker: ALIMP Stock
market: Euronext Growth in Paris
Nature of the operation
The fundraising proposed by the Company involves the issue of
new ordinary shares (New Shares) with preferential subscription
rights.
The operation will involve the issue of 97,478,512 New Shares
(excluding any exercise of the Extension Clause) at a unit price of
€0.0655 per New Share, with a ratio of 19 New Shares for 8 existing
shares held (8 preferential subscription rights will enable the
holder to subscribe to 19 New Shares), representing a gross issue
proceeds of €6,384,842.536 (i.e. a nominal capital increase of
€974,785.120, plus a share premium of €5,410,057.416) and a net
issue proceeds of €6.2 million.
This amount may be increased to €7,342,568.864 (i.e. a nominal
capital increase of €1,121,002.880, together with a share premium
of €6,221,565.984) in the event of exercise of the 15% Extension
Clause (representing a maximum number of 112,100,288 New Shares)
for a net issue proceeds of €7.1 million.
Legal framework of the offer
Exercising the powers conferred by the 1st and 2nd resolutions
adopted by the Extraordinary General Meeting of November 16, 2023,
Implanet's Board of Directors decided during its meeting of January
4, 2024, to launch a capital increase with preferential
subscription rights.
Extension clause
Depending on the level of demand, Implanet reserves the right to
exercise the extension clause, up to a maximum of 15% of the
initial issue amount, i.e. issue proceeds of €6,384,842.536, which
may be increased to €7,342,568.864, to satisfy all or part of the
reducible subscription orders. Thus, the initial number of
97,478,512 New Shares could be increased by a further 14,621,776
New Shares, bringing the total number of New Shares to be issued to
a maximum of 112,100,288 New Shares.
Subscription price
The subscription price has been set at €0.0655 per New Share
(i.e. €0.01 par value and €0.0555 issue premium), corresponding to
the closing share price on January 3, 2024 (€0.0655) prior to the
setting of the issue price by the Board of Directors during its
meeting on January 4, 20243.
Subscription period for the New Shares
Subscription for the New Shares will be opened from January 17,
2024, to January 30, 2024, included.
Irreducible preferential subscription rights
Subscription for the New Shares is reserved, by preference, for
(i) holders of existing shares recorded in their securities
accounts at the close of trading on January 12, 2024, who will be
allocated one preferential subscription right per share held, and
(ii) transferees of preferential subscription rights.
Holders of preferential subscription rights will be able to
subscribe on an irreducible basis, with a ratio of 19 New Shares
for 8 existing shares held, i.e. 8 preferential subscription rights
which will enable them to subscribe to 19 New Shares at a unit
price of €0.0655, without taking fractions into account.
The preferential subscription rights may only be exercised up to
the number of preferential subscription rights allowing the
subscription of a whole number of New Shares. Shareholders or
transferees of preferential subscription rights who do not hold a
sufficient number of existing shares or preferential subscription
rights to obtain a whole number of New Shares, by way of
irrevocable subscription, must acquire or sell on the market the
number of preferential subscription rights needed to reach the
multiple required to obtain a whole number of New Shares.
Reducible preferential subscription rights
Shareholders will have a preferential subscription right for the
New Shares on a reducible basis, which will be exercised in
proportion to their rights and within the limit of their
requests.
At the same time as they submit their irreducible subscriptions,
shareholders or transferees of preferential subscription rights may
subscribe for as many New Shares as they wish, in addition to the
number of New Shares resulting from the exercise of their
irreducible preferential subscription rights.
Any New Shares not taken up by irrevocable subscriptions will be
distributed and allocated to reducible subscribers. Orders to
subscribe on an reducible basis will be satisfied in the limit of
their requests and in proportion to the number of existing shares
whose rights will have been used in support of their irreducible
subscription, without resulting in the allocation of a fraction of
New Shares.
Implanet may exercise the Extension Clause, up to a limit of 15%
of the initial amount of the issue, to satisfy all or part of the
reducible subscription orders.
If the same subscriber submits several separate subscriptions,
the number of New Shares to which he or she is entitled on a
reducible basis will be calculated based on all his or her
preferential subscription rights only if he or she expressly
requests this in writing, no later than the closing date of the
subscription. This request must be attached to one of the
subscriptions and must provide all the information required for the
aggregation of rights, specifying the number of subscriptions made
and the authorized intermediary(ies) with whom these subscriptions
have been deposited.
Subscriptions in the name of separate subscribers may not be
grouped together to obtain New Shares on a reducible basis.
A notice published by Euronext will announce, where applicable,
the allocation scale for reducible subscriptions.
Amounts paid for reducible subscriptions and remaining available
after the allocation will be reimbursed without interest to
subscribers by the authorized intermediaries who have received
them.
The Company does not hold any of its own shares as of the date
hereof.
Exercise of preferential subscription rights
To exercise their preferential subscription rights, holders must
make a request to their authorized financial intermediary at any
time during the subscription period, i.e. between January 17, 2024,
and January 30, 2024, included, and pay the corresponding
subscription price4.
Each subscription must be accompanied by payment of the
subscription price in cash or by offsetting it against liquid and
due claims on the Company. Subscriptions that have not been paid up
in full will be cancelled by right, without the need for formal
notice.
The preferential subscription rights must be exercised by their
beneficiaries, subject to forfeiture, before the end of the
subscription period.
The preferential subscription rights will be tradable from
January 15, 2024, to January 26, 2024, included, under the same
conditions as existing shares.
The seller of the preferential subscription rights will be
divested of it in favor of the transferee who, for the exercise of
the preferential subscription rights thus acquired, will be purely
and simply substituted in all the rights and obligations of the
owner of the existing share.
Any preferential subscription rights not exercised by the end of
the subscription period will be lapsed.
Listing of preferential subscription rights
At the close of trading on January 12, 2024, 1 preferential
subscription right will be recorded in the share accounts of
Implanet shareholders for each share held (i.e. a total of
41,043,587 preferential subscription rights issued). Each
shareholder holding 8 preferential subscription rights (and
multiples of this number) will be entitled to subscribe to 19 New
Shares (and multiples of this number) at a unit price of
€0.0655.
They will be listed and traded on Euronext Growth under ISIN
code FR001400MDQ4 from January 15, 2024, to January 26, 2024,
included.
In the absence of subscription or sale of these preferential
subscription rights, they will become lapsed at the end of the
subscription period and their value will be null and void.
Theoretical value of preferential subscription rights and
ex-right shares
Based on the closing share price on January 3, 2024 (€0.0655),
the theoretical value of the preferential subscription right is €0.
This gives a theoretical value of the share after detachment of the
preferential subscription right (the "Theoretical Value of the
Share ex-Right") equal to €0.0655.
The subscription price of €0.0655 per New Share corresponds to
the closing price of the Implanet share on January 3, 2024, and
therefore to the Theoretical Value of the ex-Right Share on the
same date.
These values do not prejudge either the value of the
preferential subscription right during the period of listing of the
preferential subscription rights, or the value of the share
ex-right, as they will be observed on the market.
Free subscription request
Any individual or legal entity, whether or not holding
preferential subscription rights, may subscribe to the Capital
Increase on a voluntary basis. Persons wishing to subscribe on a
voluntary basis must submit their request to their authorized
financial intermediary at any time during the subscription period
and pay the corresponding subscription price. In accordance with
the provisions of article L.225-134 of the French Commercial Code,
subscriptions made on a voluntary basis will only be taken into
account if the subscriptions made on an irreducible basis and on a
reducible basis have not absorbed the entire Capital Increase, it
being specified that the Board of Directors (with the option of
sub-delegation) will have the power to freely allocate the
unsubscribed New Shares, in whole or in part, among the persons
(shareholders or third parties) of its choice who have made
requests for subscriptions on a voluntary basis.
Reallocation by the Board of Directors of new shares not
subscribed by the exercise of irreducible preferential subscription
rights and, where applicable, of reducible preferential
subscription rights
If subscriptions for the new shares do not reach the full amount
of the issue, the Board of Directors may exercise some or all of
the powers conferred on it by Article L. 225-134 of the French
Commercial Code, in the order of its choice.
Thus, at the end of the subscription period, the Board of
Directors, using the delegation of authority granted to it by the
1st resolution of the Extraordinary General Meeting of November 16,
2023, will meet to determine the amount of the Capital Increase
that has not been subscribed to on an irreducible basis and, where
applicable, on a reducible basis.
The Board of Directors will then be free to allocate the
remaining shares at its own discretion among the investors who have
come forward in accordance with the provisions of article L.
225-134 of the French Commercial Code.
Limitation of the amount of the Capital Increase
In accordance with the provisions of Article L. 225-134 of the
French Commercial Code and under the terms of the 1st resolution of
the Extraordinary General Meeting of the Company's shareholders of
November 16, 2023, of the Board of Directors' decision of January
4, 2024, if subscriptions on an irreducible and reducible basis
have not absorbed the entire issue, the Board of Directors may,
(ii) freely allocate, at its sole discretion, all or part of the
unsubscribed shares, in particular to those persons (shareholders
or not) who have expressed an interest in subscribing on a
voluntary basis, or (iii) offer them to the public.
These faculties can be used alternatively or cumulatively.
However, Implanet received intentions to participate in the
present operation, for a total amount of €4,999,999.9435, i.e.
78.31% of the operation (higher than the threshold required by
article L.225-134 of the French Commercial Code) (see paragraph
Subscription commitment).
In addition, if the amount of unsubscribed New Shares represents
less than 3% of the Capital Increase, the latter may, automatically
and in this case, be limited to the amount of subscriptions
received.
Warranty
This issue is not covered by a performance bond within the
meaning of Article L. 225-145 of the French Commercial Code.
Trading in the shares will therefore only begin once settlement and
delivery have been completed and once the depositary's certificate
has been issued.
Subscription commitment - Related agreement
Sanyou (HK) International Medical Holding Co, limited, which
holds 16,841,069 Implanet shares representing 41.03% of Implanet's
share capital, has irrevocably undertaken to subscribe to the
Capital Increase on an irreducible basis up to the amount of its
share, and on a reducible basis, for a total amount of
4,999,999.9435 euros representing a total of 76,335,877 New Shares,
which would bring its subscription to 78.31% of the issue before
any exercise of the Extension Clause.
Under these conditions, in the event of a €5.0 million
subscription by Sanyou Medical and no public subscription, Sanyou
Medical's holding could be increased to 79.38%.
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.
In view of the features of this operation, Sanyou Medical may be
required to hold more than 50% of the Company's share capital
and/or voting rights following the issue, i.e. the threshold
required for a mandatory tender offer.
On October 31, 2023, 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").
The Company is not aware of the intentions of its other
shareholders.
Authorized intermediary - Subscription payments
Subscriptions for the New Shares and payments of funds by
subscribers whose shares are held in administered registered or
bearer form will be received until and including the closing date
of the subscription period by their authorized intermediary acting
in their name and on their behalf.
Subscriptions and payments by subscribers whose shares are held
in pure registered form will be received free of charge until and
including the closing date of the subscription period by UPTEVIA -
90-110 Esplanade du Général de Gaulle - 92931 Paris La Défense
Cedex.
The new shares will be fully paid up within the framework of
their subscription, in cash and/or by offsetting receivables, for
the full par value and issue premium, it being specified that the
amount of the issue premium paid will be recorded as a liability on
the balance sheet in a special "Issue Premium" account to which the
rights of existing and new shareholders will be attached.
Funds paid in support of subscriptions will be centralized at
UPTEVIA - 90-110 Esplanade du Général de Gaulle - 92931 Paris La
Défense Cedex, which will be responsible for drawing up the
certificate of deposit of funds recording the completion of the
capital increase and the issue of the New Shares.
Subscriptions for which payments have not been made will be
cancelled by right without the need for formal notice.
Settlement-delivery of the New Shares
According to the indicative timetable for the issue, the
settlement date for the New Shares is scheduled for February 6,
2024.
FEATURES OF THE NEW SHARES
Right of use
The New Shares will carry current dividend rights and will be
assimilated to the Company's existing shares, giving entitlement to
any distributions decided by the Company as from that date.
Listing of New Shares
Application will be made for the New Shares to be admitted to
trading on the Growth segment of Euronext Paris on February 6,
2024. They will be immediately assimilated to the existing shares
of the Company already traded on the Growth segment of Euronext
Paris and will be tradable, from that date, on the same quotation
line as these shares under the same ISIN code FR0013470168 - ticker
ALIMP.
DILUTION
Impact of the issue on consolidated shareholders' equity per
share
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 97,478,512 New Shares
resulting from this Capital Increase
0.0769
0.0882
After issuance of 112,100,288 New Shares
from the present Capital Increase in the event of exercise of the
Extension Clause up to a limit of 15%
0.0758
0.0860
After the issue of 76,335,877 New Shares
from the present Capital Increase in the event of a 78.31%
reduction in the offer5
0.0790
0.0923
*: Consolidated shareholders' equity
amounted to €4,273,000 as of June 30, 2023.
**: In the event of the exercise of all
outstanding warrants, BSPCE and stock options, whether exercisable
or not, i.e. 1,581,627 BSPCE, 136,000 stock options and 506,898
warrants, the exercise of which would lead to the creation of
254,907 new shares.
Impact of the issue on the shareholder's situation
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 97,478,512 New Shares
resulting from this Capital Increase
0.296
0.296
After issuance of 112,100,288 New Shares
from the present Capital Increase in the event of exercise of the
Extension Clause up to a limit of 15%
0.268
0.268
After the issue of 76,335,877 New Shares
from the present Capital Increase in the event of a 78.31%
reduction in the offer6
0.350
0.349
**: 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.
Impact of the issue on the ownership of Sanyou
Medical
The following table shows Sanyou Medical's ownership structure
before and after completion of the Capital Increase, based on the
following assumptions:
Number of shares held by Sanyou
Medical
Percentage of capital and voting
rights held (non-diluted basis)
Before issuance of the New Shares
resulting from this Capital Increase
16,841,069
41.03%
After completion of the Capital Increase
for 78.31% of the offer7
93,176,946
79.38%
After completion of the Capital Increase
for 100% (and subscription by Sanyou Medical for the amount of its
subscription commitment)
93,176,946
67.27%
After completion of the Capital Increase
up to 100% and exercise of the Extension Clause up to 15% (and
subscription by Sanyou Medical up to the amount of its subscription
commitment)
93,176,946
60.84%
Impact of the Capital Increase on the shareholder
structure
The following table shows the breakdown of share capital before
and after completion of the Capital Increase for 78.31% of the
offer8:
Before the operation
After the operation
Number of shares
% of capital and voting
rights
(non-diluted basis)
Number of shares
% of capital and voting
rights
(non-diluted basis)
Founders and historical investors
3,613
0.01%
3,613
0.00%
Sanyou (HK) International Medical Holding
CO Limited
16,841,069
41.03%
93,176,946
79.38%
Corporate officers, employees and
consultants
508,839
1.24%
508,839
0.43%
Other individual shareholders
681,969
1.66%
681,969
0.58%
Floating
23,008,097
56.06%
23,008,097
19.60%
Total
41,043,587
100.00%
117,379,464
100.00%
Suspension of the right to receive shares in the
Company
Holders of stock options, business creator share subscription
warrants and share subscription warrants allocated or issued by the
Company have been informed of the suspension of their entitlement
to new shares in the Company with effect from January 12, 2024
(0.01 a.m. Paris time) by registered letter with acknowledgement of
receipt or by letter delivered by hand.
This right is suspended until and including the
settlement-delivery date of the New Shares issued in connection
with the Capital Increase, i.e. in principle until 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.
Subscription terms
You have preferential subscription rights attached to your
Implanet shares, entitling you to subscribe to the New Shares on
the basis of 19 New Shares for 8 preferential subscription rights
(1 old share entitling you to 1 preferential subscription
right).
Either, you have an exact and sufficient number of old shares to
be able to subscribe via your preferential subscription rights to a
whole number of New Shares (for example, if you have 400 Implanet
shares, you will be able to subscribe by priority to 950 New
Shares).
If you do not hold a sufficient number of existing shares to
obtain a whole number of new shares, you may buy or sell the number
of preferential subscription rights needed to reach the ratio
leading to a whole number of new shares (19 new shares for 8
preferential subscription rights).
In addition to the subscriptions made using your existing
preferential subscription rights, you may also subscribe on a
voluntary basis before January 30, 2024 (your subscription will
only be taken into account if the operation has not already been
fully subscribed by the holders of preferential subscription
rights).
Each subscription must be accompanied by payment of the
subscription price.
INDICATIVE TIMETABLE OF THE OPERATION
January 4, 2024
Decision of the Board of Directors on the
launch of the operation
January 4, 2024
Distribution of the press release
concerning the operation
January 5, 2024
Publication by Euronext of the notice of
issue
January 12, 2024
Accounting day at the end of which holders
of existing shares recorded in their securities accounts will be
allocated preferential subscription rights
January 15, 2024 (included)
Detachment (before the stock market
opening) of preferential subscription rights
Admission and start of trading of
preferential subscription rights
January 17, 2024 (included)
Opening of the subscription period for the
New Shares
Start of the period for the exercise of
preferential subscription rights
January 26, 2024 (included)
End of preferential subscription rights
trading period
January 30, 2024 (included)
Closing of the subscription period for the
New Shares
Closing of the period for the exercise of
preferential subscription rights
February 2, 2024
Deadline for exercising the Extension
Clause
February 2, 2024
Publication of press release on the result
of the operation
Issue of listing notice by Euronext
February 6, 2024
Settlement-delivery of the New Shares End
of the suspension of the right to exercise BSPCE, warrants and
options issued by the Company
Prospectus
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.
A notice to shareholders concerning this operation will be
published on January 12, 2024, in the Bulletin des Annonces Légales
et Obligatoires (BALO).
Risk factors
The Company draws attention to the other 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 annual financial
report for December 31, 2022 and in the half-yearly financial
report for 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
Capital Increase operation, for a minimum gross amount of €5.0
million and a minimum net amount of €4.8 million, would provide it
with financial visibility of over 12 months once completed.
The other main risk factors relating to the forthcoming capital
increase are set out 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 possible exercise of the Extension Clause could result
in further dilution;
- 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, the preferential subscription rights could lose their
value;
- 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;
- within the framework of the Capital Increase, the Company's
main shareholder, which currently holds 41.03% of the share capital
and voting rights, could hold up to 79.38% of the Company's share
capital and voting rights (in the event that no other subscriptions
are received);
- 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 Revenue, on January 15, 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 €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 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 Corresponding to the closing Implanet share price on January
3, 2024
2 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 earlier of (i)
April 30, 2024 and (ii) the completion of the Capital Increase
(press release of October 11, 2023).
3 During its meeting of October 27, 2023 (press release of
October 31, 2023), IMPLANET's Board of Directors specified the
terms and conditions for setting the price of the Capital Increase.
Thus, the price of the issue will be defined based on a market
value which will be the minimum between: - the closing price of
IMPLANET shares on the trading day preceding the date on which the
Board of Directors of the Company decides to launch the operation;
and - the volume-weighted average share price (VWAP) over the 20
trading days preceding the date of the Board meeting convened to
launch the operation. In addition, the price of the issue will
range as follows: - a maximum of €0.07 per share and; - a minimum
of €0.04 per share.
4 The preferential subscription right holder's custodian may
shorten the deadlines (date and time) for exercising preferential
subscription rights. We remind you that account keepers must inform
investors through securities operations, and we invite investors to
contact their account keeper.
5 This assumption corresponds to Sanyou Medical's sole
subscription of €4.99 million to the Capital Increase (excluding
any other public subscription).
6 See note above
7 See note above
8 See note above
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240104967203/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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