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Affluent Medical : Success of the capital increase with preferential subscription rights for a gross amount of €6 million.

·12-min read

Affluent Medical
Affluent Medical : Success of the capital increase with preferential subscription rights for a gross amount of €6 million.

20-Sep-2022 / 19:26 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

PRESS RELEASE

Aix-en-Provence, September 20, 2022 at 7:00 p.m.

 

 

 

 

Success of the capital increase with preferential subscription rights for a gross amount of €6 million

 

Affluent Medical (ISIN code: FR0013333077 - ticker: AFME), a French MedTech specializing in the international development and industrialization of innovative medical prostheses, at a clinical stage, to treat urinary incontinence and cardiac mitral valve pathologies, announces the success of its capital increase through the issue of New Shares with preferential subscription rights (PSRs) maintained. The subscription period ran from September 2 to September 16, 2022 (the “Capital Increase”) and the Company raised €6 million.

At the end of the subscription period, subscription requests totaled 2,586,400 shares (the “New Shares”), or 95,40% of the initial amount of the Capital Increase. These requests broke down as follows:

  • 292,610 New Shares on an irreducible basis,

  • 578,482 New Shares on a reducible basis; and

  • 1,715,308 New Shares on a free basis.

As a reminder, Truffle Capital, which holds 65.25% of the Company's capital, had expressed its intention to subscribe freely for a maximum amount of €3.8 million. This subscription represents 63.3% of the Capital Increase. Truffle Capital has undertaken to hold the New Shares thus subscribed for a period of 3 months as from the settlement-delivery date.

All subscriptions, whether irreducible or reducible, were served.

The gross amount of the Capital Increase is €6 million, or a net amount of €5.8 million, and reflects the creation of 2,586,400 New Shares subscribed at a unit price of €2.32, representing a discount of 22.67% to the closing price on August 25, 2022 (€3.00). The proceeds from this Capital Increase are expected to extend the Company’s cash horizon until March 2023 and to help secure the financing of its clinical development programs with the following key short-term objectives:

  • Patient recruitment for the first in-man Minerva/Epygon study;

  • Acceleration and finalization of patient recruitment for the Optimise II pivotal study of KaliosTM (positive interim result published in July 2022);

  • Launch of the Artus pilot/pivotal study according to the authorization date of the competent authorities.

 

Michel Finance, Executive Chairman of the Board of Directors, and Sébastien Ladet, Chief Executive Officer, commented: “We sincerely thank our new and existing shareholders who contributed to this critical funding for Affluent Medical. The funds raised will allow us to move forward with confidence with our development plan for the various clinical studies underway. It is a key step in meeting the Company's strong ambitions to be able to quickly provide millions of patients with innovative urology and structural heart medical devices currently with no equivalent in the market.”

 

Various solutions remain under consideration by the Company to enable it to continue to finance its activity and development. These could take the form of carrying out capital increases, issuing bonds or obtaining public financing.

The Company’s share capital after the Capital Increase totals €20,750,202 and is divided into 20,750,202 shares with a nominal value of €1.00 each.

Settlement-delivery and admission to trading of the New Shares on the Euronext regulated market in Paris (Compartment C) are scheduled for September 22, 2022. These New Shares will bear current dividend rights, will be directly assimilated to existing Affluent Medical shares and will be traded under the same listing line as the existing shares (ISIN FR0013333077 – ticker AFME).

The settlement-delivery and the admission to trading on the regulated market of Euronext Paris Compartment C of the New Shares are scheduled for September 22, 2022. These New Shares will carry current dividend rights, will be directly assimilated to the existing Affluent Medical shares, and will be traded on the same quotation line as the latter (ISIN FR0013333077 - mnemo AFME).

Dilution for shareholders that did not subscribe to the capital increase represents 12,5%.

The breakdown of capital and voting rights following the Capital Increase is as follows:

 

Pre-capital increase Shareholding:

Shareholders

Distribution of capital and voting rights on a non-diluted basis before the capital increase

Distribution of capital and voting rights on a diluted basis before the capital increase

 

 

Number of shares

% of capital

Number of voting rights

% of voting rights

Number of shares

% of capital

Number of voting rights

% of voting rights

Funds and companies managed by Truffle Capital

11,851,753

65.25%

21,459,931

67.90%

11,851,753

54.78%

21,459,931

61.18%

Founders, Executives and members of the Board of Directors, the College of Censors

637,757

3.51%

1,231,881

3.90%

2,788,518

12.89%

3,382,642

9.64%

Employees

0

0.00%

0

0.00%

1,322,038

6.11%

1,322,038

3.77%

Free float

5,536,647

30.48%

8,775,062

27.77%

5,536,647

25.59%

8,775,062

25.02%

Treasury shares

137,645

0.76%

137,645

0.44%

137,645

0.64%

137,645

0.39%

TOTAL

18,163,802

100.00%

31,604,519

100.00%

21,636,601

100.00%

35,077,318

100.00%

 

Post-capital increase shareholding at 20/09/2022:

Shareholders

Distribution of capital and voting rights on a non-diluted basis after the capital increase

Distribution of capital and voting rights on a diluted basis after the capital increase

 

 

Number of shares

% of capital

Number of voting rights

% of voting rights

Number of shares

% of capital

Number of voting rights

% of voting rights

Funds and companies managed by Truffle Capital

13,489,684

65.01%

23,097,862

67.56%

13,489,684

55.69%

23,097,862

61.33%

Founders, Executives and members of the Board of Directors, the College of Censors

694,957

3.35%

1,289,081

3.77%

2,845,718

11.75%

3,439,842

9.13%

Employees

0

0.00%

0

0.00%

1,322,038

5.46%

1,322,038

3.51%

Free float

6,427,916

30.98%

9,666,331

28.27%

6,427,916

26.54%

9,666,331

25.66%

Treasury shares

137,645

0.66%

137,645

0.40%

137,645

0.57%

137,645

0.37%

TOTAL

20,750,202

100.00%

34,190,919

100.00%

24,223,001

100.00%

37,663,718

100.00%

 

 

 

 

 

 

 

 

 

 

 

 

DILUTION

Impact of the issue on consolidated equity per share

Share of equity per share (in euros)*

 

Undiluted basis

Diluted basis**

Before issue of New Shares arising from the Capital Increase

2.397

€3.126

After issue of 2,586,400 New Shares arising from the Capital Increase

2.387

3.047

*: based on consolidated shareholders' equity of €43.5 million at 12/31/2021

 

**: At the end of July 2022, there were 156,339 BSAs (share subscriptions), 5,534,497 BSPCEs (options allocated free of charge to company employees) and 3,700 AGAs (free allocation of shares), each giving the right to one share.

 

Impact of the issue on the shareholders' situation

Shareholder's interest (in %)

 

Undiluted basis

Diluted basis**

Before issue of New Shares arising from the Capital Increase

1.00%

0.76%

After issue of 2,586,400 New Shares arising from the Capital Increase

0.88%

0.69%

**: At the end of July 2022, there were 156,339 BSAs (share subscriptions), 5,534,497 BSPCEs (options allocated free of charge to company employees) and 3,700 AGAs (free allocation of shares), each giving the right to one share.

 

LEGAL FRAMEWORK OF THE OFFER

The Capital Increase was decided on by the Board of Directors, at its meeting of August 25, 2022, when it implemented the delegation granted to it by the Annual Ordinary and Extraordinary General Meeting of Shareholders of May 24, 2022, under the 14th resolution.

 

DISCLAIMER

Pursuant to the provisions of Article 1 5. a) of European Regulation 2017/1129 ("Prospectus Regulation") and Articles L.411-2-1 1° of the French Monetary and Financial Code and 211-2 of the General Regulation of the Autorité des Marchés Financiers/French Financial Markets Authority (AMF), this issue did not give rise to a Prospectus subject to the AMF's approval, the latter representing less than 20% of the number of shares of the same class already admitted on the regulated market and a total offer of less than €8,000,000.

A notice to shareholders about this issue was published on August 29, 2022 in the Bulletin des Annonces Légales et Obligatoires (French legal gazette, or BALO).

 

RISK FACTORS

The main risk factors linked to the issue are as follows:

  • the market for preferential subscription rights could only offer limited liquidity and be subject to strong volatility;

  • any shareholders not having exercised their preferential subscription rights would see their stake in the Company's share capital diluted;

  • the market price of the Company's shares could fluctuate and fall below the subscription price of the shares issued upon exercise of preferential subscription rights;

  • the volatility and liquidity of the Company's shares could fluctuate significantly;

  • in the event of a decrease in the market price of the Company's shares, the preferential subscription rights could decline in value.

 

Financial agenda

The Company informs that its financial results will be published on September 28, 2022, after market, instead of September 22, 2022, as initially announced.

 

TRANSACTION PARTNERS

Euroland Corporate

Fieldfisher

Actifin

Transaction
advisor

Legal counsel
for the transaction

Financial
communication

 

 

About Affluent Medical

Affluent Medical is a French player in MedTech, founded by Truffle Capital, with the ambition of becoming a global leader in the treatment of heart and vascular diseases, which are the world's leading cause of mortality, and urinary incontinence which currently affects one in four adults. Affluent Medical develops next-generation, mini-invasive, innovative implants to restore critical physiological functions in these areas. The four major technologies developed by the company are currently in preclinical and clinical studies. KaliosTM should be the first medical device to be marketed in Europe.

For more information: www.affluentmedical.com

 

Contacts:

AFFLUENT MEDICAL

Jérôme Geoffroy

Chief Financial Officer

investor@affluentmedical.com

ACTIFIN, financial communications

Ghislaine Gasparetto

+33 (0) 6 21 10 49 24

affluentmedical@actifin.fr

ACTIFIN, financial press relations

Jennifer Jullia

+33 (0) 6 47 97 54 87

jjullia@actifin.fr

 

PRIMATICE, public relations France
Thomas Roborel de Climens
+33 (0)6 78 12 97 95

thomasdeclimens@primatice.com
 

 

 

Disclaimer

This presentation does not constitute and may not be considered a public offer, purchase offer or subscription offer or as intended to solicit public interest for the purposes of a public offering. No communication or information relating to this transaction or to AFFLUENT MEDICAL may be distributed to the public in any country in which registration or approval requirements must be satisfied. No steps have been taken (or will be taken) in any country where such steps are required. The purchase of AFFLUENT MEDICAL shares may be subject to specific legal or regulatory restrictions in certain countries. AFFLUENT MEDICAL assumes no liability for any breach by any person of these restrictions.

This press release constitutes a promotional communication and not a prospectus within the meaning of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation"). In France, an offer to the public of transferable securities may only be made by virtue of a prospectus approved by the AMF. For EEA Member States other than France (the "Member States") no action has been or will be taken to enable a public share offering that may require a prospectus to be published in one of these Member States. Consequently, the securities cannot be offered and shall not be offered in any Member State (other than France), except in accordance with the exceptions provided for in Article 1(4) of the Prospectus Regulation or in other cases that do not require AFFLUENT MEDICAL to publish a prospectus under the Prospectus Regulation and/or the regulations applicable in those Member States. This press release does not constitute an offer of shares to the public in the United Kingdom. This press release does not constitute an offer of securities or any solicitation to buy or subscribe for securities in the United States or in any other country (other than France). Securities may only be offered for sale, subscribed for or sold in the United States following registration under the terms of the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”), or within the framework of an exemption from registration. AFFLUENT MEDICAL's shares have not been and will not be registered under the U.S. Securities Act and AFFLUENT MEDICAL does not intend to make any public offering of its securities in the United States.

The distribution of this press release in certain countries may constitute a breach of local laws and regulations. The information contained in this press release does not constitute an offer of securities in the United States, Canada, Australia or Japan. This document may not be published, transmitted or distributed either directly or indirectly in the territory of the United States of America, Canada, Australia or Japan.

 

 

Regulatory filing PDF file

File: Affluent Medical - Capital Increase results EN


Language:

English

Company:

Affluent Medical

320 avenue Archimède, Les pléiades III Bâtiment B

13100 Aix en Provence France

France

Phone:

+33 4 42 95 12 20

E-mail:

jerome.geoffroy@affluentmedical.com

Internet:

https://www.affluentmedical.com/

ISIN:

FR0013333077

Euronext Ticker:

AFME

AMF Category:

Inside information / Issuer activities (acquisitions, sales...)

EQS News ID:

1446667

 

End of Announcement

EQS News Service

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