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:
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:
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:
Post-capital increase shareholding at 20/09/2022:
Impact of the issue on consolidated equity per share
Impact of the issue on the shareholders' situation
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.
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).
The main risk factors linked to the issue are as follows:
The Company informs that its financial results will be published on September 28, 2022, after market, instead of September 22, 2022, as initially announced.
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
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.
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