NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA OR JAPAN.
Regulatory News:
CARMAT (the “Company”) (Paris:ALCAR), the designer and
developer of the world’s most advanced artificial heart project,
aiming to provide a therapeutic alternative for people suffering
from end-stage biventricular heart failure, announces today the
success of its capital increase announced on December 5,
implemented without shareholders’ preferential subscription rights
by way of a public offering and with a priority subscription
period, on an irreducible basis (à titre irréductible) only,
granted to its existing shareholders (the “Offering”), for a
total amount (including the issue premium) of €52.9m, after full
exercise of the increase option (clause d’extension).
The Offering will provide the Company with the means to continue
its development and, in particular, in order of priority to finance
the PIVOTAL study and the CE marking process, the development of
its production capacities, the start of the clinical study in the
United States and the commercial launch of its product.
Stéphane Piat, Chief Executive Officer of CARMAT,
comments: “I would like to thank all of the French as well as
international historical and new investors, who have contributed to
the true success of this capital increase. Thanks to the €52.9
million raised, CARMAT can confidently continue its industrial and
clinical development through to the CE marking which is expected in
2019, while simultaneously preparing its commercialization in
Europe and clinical strategy in the United States. All our teams
are fully on board to make our total artificial heart available to
patients suffering from end-stage biventricular heart failure in
line with our roadmap.”
The new shares not subscribed within the priority period as well
as the new shares issued pursuant to the exercise of the increase
option were subject to a global offering, comprised of an open
price public offering in France (the “Public Offering”), and
a global placement (the “Global Placement”) comprised of a
private placement in France primarily intended for qualified
investors and an international private placement primarily intended
for institutional investors in certain countries.
The transaction was oversubscribed (the total amount of the
demand was €60.3m) and the subscription price of the new shares was
set by the Company’s board of directors on December 12, 2017 at €20
per share, representing a discount of 13.4% on the €23.10 closing
price of December 11, 2017 and of 16.7% on the 5-trading day volume
weighted average price (the “VWAP”) preceding December 12,
20171.
The capital increase, of an aggregate amount of €52,900,000,
issue premium included, will result in the issuance of 2,645,000
new shares, i.e. 41.5% of the Company’s share capital.
In the context of the priority subscription period granted to
them, the demand from the Company’s existing shareholders amounted
to €11.0m, representing 20.9% of the total capital increase, of
which €6.4m excluding the subscription commitments described below.
International leading investors expressed their intention to
subscribe for €46.5m in the framework of the Global Placement,
representing 87.8% of the total capital increase, of which €16.6m
excluding the subscription commitments described below. Finally,
the retail shareholders (existing wishing to subscribe beyond their
equity stake within the priority period as well as new
shareholders) have expressed their interest in the transaction,
their demand amounting to €2.8m.
1 The subscription price represents a discount of 26.9% on the
5-trading day VWAP preceding December 4, 2017 (included)
Subscriptions within the framework of the capital increase,
including those from the Company's existing main shareholders
(Babalia (family office of Mr. Pierre Bastid), Santé Holdings SRL
(family office of Dr. Antonino Ligresti), ALIAD (Air Liquide), the
funds managed by Truffle Capital) and Groupe Therabel (a Dutch
pharmaceutical industrial group), which committed to participate to
the Offering for an amount of €34.5m, were allocated as
follows:
Nb. of existing
shares(non-diluted basis)
% of share capital before the Offering
Subscription commitments (in euros)
Subscriptions received(in
euros)
o/w on irreducible basis
o/w on reduciblebasis
Subscriptions(number of new shares subscribed)
Stake in the capital increase % of share
capital after the Offering Matra Défense (Airbus Group)
1 333 798 20,9% 0 0 0
0 0,0% 14,8% Funds managed by Truffle Capital
715 369 11,2% 1 000 000 1 000 000
1 000 000 0 50 000 1,9% 8,5%
Professor Alain Carpentier et Association Recherche Scientifique -
Fondation Alain Carpentier 663 583 10,4%
0 0 0 0 0,0% 7,4%
Cornovum1 458 715 7,2% 0
0 0 0 0,0% 5,1% Babalia2 291 710
4,6% 20 000 000 19 999 980 2 106 020
17 893 960 999 999 37,8% 14,3% Santé
Holdings SRL3 188 882 3,0% 10 000 000 9
999 980 1 363 640 8 636 340 499 999
18,9% 7,6% ALIAD (Air Liquide) 26 983 0,4%
1 000 000 999 980 194 800 805 180
49 999 1,9% 0,9% Treasury shares 2 833
0,0% 0 0 0 0
0,0% 0,0% Groupe Therabel 0 0,0%
2 500 000 2 500 000 0 2 500 000 125 000
4,7% 1,4% Free float 2 689 671 42,2%
18 400 060 6 376 560 12 023 500
920 003 34,8% 40,0%
Total 6
371 544 100,0% 34 500 000
52 900 000 11 041 020 41 858 980
2 645 000 100,0% 100,0%
To the Company's knowledge, the distribution of the Company's
shareholding on the date of the AMF's approval (Visa) on the
Prospectus was as follows:
Existing
Shares
(non-diluted basis)
Theoretical Voting Rights
(non-diluted basis)
Number % of capital Number of Voting
rights % of voting rights Matra Défense (Airbus Group)
1,333,798 20.9% 2,315,198 27.0% Funds
managed by Truffle Capital 715,369 11.2%
1,264,839 14.8% Professor Alain Carpentier et Association
Recherche Scientifique - Fondation Alain Carpentier 663,583
10.4% 1,327,166 15.5% Cornovum1 458,715
7.2% 458,715 5.4% Babalia2 291,710
4.6% 291,710 3.4% Santé Holdings SRL3
188,882 3.0% 188,882 2.2% ALIAD (Air Liquide)
26,983 0.4% 26,983 0.3% Treasury shares
2,833 0.0% 2,833 0.0% Free float
2,689,671 42.2% 2,690,393 31.4%
Total
6,371,544 100.0%
8,566,719 100.0%
1 Investment vehicle owned equally by the French State and
Bpifrance.2 Family office of Mr. Pierre Bastid, having acquired the
Existing Shares originally subscribed by ZAKA (another family
office of Mr. Pierre Bastid) as part of the Company’s private
placement executed in 2016.3 Family office of Dr. Antonino
Ligresti.
To the Company's knowledge, the distribution of the Company's
shareholding following the completion of the capital increase will
be as follows:
Shares
(non-diluted basis)
Theoretical Voting Rights
(non-diluted basis)
Total number of shares % of capital
Number of Voting rights % of voting rights Matra Défense
(Airbus Group) 1,333,798 14.8% 2,315,198
20.6% Funds managed by Truffle Capital 765,369
8.5% 1,314,839 11.7% Professor Alain Carpentier et
Association Recherche Scientifique - Fondation Alain Carpentier
663,583 7.4% 1,327,166 11.8% Cornovum1
458,715 5.1% 458,715 4.1% Babalia2
1,291,709 14.3% 1,291,709 11.5% Santé
Holdings SRL3 688,881 7.6% 688,881 6.1%
ALIAD (Air Liquide) 76,982 0.9% 76,982
0.7% Groupe Therabel 125,000 1.4% 125,000
1.1% Treasury shares 2,833 0.0% 2,833
0.0% Free float 3,609,674 40.0%
3,610,396 32.2%
Total 9,016,544
100.0% 11,211,719 100.0%
1 Investment vehicle owned equally by the French State and
Bpifrance.2 Family office of Mr. Pierre Bastid, having acquired the
Existing Shares originally subscribed by ZAKA (another family
office of Mr. Pierre Bastid) as part of the Company’s private
placement executed in 2016.3 Family office of Dr. Antonino
Ligresti.
The exercise of all securities giving access to the Company's
share capital at the date of the AMF's approval on the Prospectus
(Visa) and the final allocation of all free preferred shares and
their conversion, entitling to the maximum possible number of
ordinary shares, would result in the issuance of 896,525 new
ordinary shares, representing 9.9% of the new share capital of the
Company. It is specified that only the Kepler Cheuvreux warrants
issued on the date of the AMF's approval on the Prospectus (Visa)
were taken into account in the calculation of this number of new
additional ordinary shares, it being specified that other warrants
should probably be issued in significant numbers to enable Kepler
Cheuvreux to respect its commitment to raise the remaining balance
of its equity financing line (i.e. €32.2 million as of September
30, 2017). This financing line has been suspended by the Company
during the Offering period.
To the Company's knowledge, no other shareholder owns, directly
or indirectly, alone or in concert, more than 5% of the capital and
voting rights.
The settlement and delivery and the listing on the market of
Euronext Growth in Paris of the new shares are expected to take
place on December 14, 2017.
This Offering was managed by BNP Paribas and ODDO BHF SCA,
acting as Global Coordinators, Lead Managers and Joint-Bookrunners.
Portzamparc acted as Co-Lead Manager (BNP Paribas, ODDO BHF SCA and
Portzamparc together, the “Managers”).
Availability of the Prospectus
The prospectus (the “Prospectus”), which received the
visa n°17-626 on December 4, 2017, consists of (i) the registration
document of the Company filed with the Autorité des marchés
financiers (the “AMF”) on March 22, 2017 under number
D.17-0200 (the “Registration Document”), (ii) an update to
the Registration Document of the Company filed with the AMF on
December 4, 2017 under number D.17-0200-A01 (the “Update to the
Registration Document”) and (iii) a securities note (including
a summary of the Prospectus) (the “Securities Note”).
Paper copies of the Prospectus are available free of charge at
the Company’s registered office, located 36, avenue de l’Europe,
Immeuble l’Etendard – Energy III, 78140 Vélizy-Villacoublay. The
Prospectus is also available on the Company’s website
(www.carmatsa.com) and on the AMF’s website
(www.amf-france.org).
Investors are advised to carefully consider the risk factors
described in section 2 of the Company’s Registration Document, as
updated in the Update to the Registration Document, as well as in
section 2 of the Securities Note. Should all or any part of these
risk factors materialize, CARMAT’s businesses, financials, results,
development or prospects may be negatively affected.
●●●
About CARMAT: the world’s most advanced total artificial
heart project
A credible response to end-stage heart failure: CARMAT
aims to eventually provide a response to a major public health
issue associated with heart disease, the world’s leading cause of
death: chronic and acute heart failure. By pursuing the development
of its total artificial heart, CARMAT intends to overcome the
well-known shortfall in heart transplants for the tens of thousands
of people suffering from irreversible end-stage heart failure, the
most seriously affected of the 20 million patients with this
progressive disease in Europe and the United States.
The result of combining two types of unique expertise:
the medical expertise of Professor Carpentier, known throughout the
world for inventing Carpentier-Edwards® heart valves, which are the
most used in the world, and the technological expertise of Airbus
Group, world aerospace leader.
Imitating the natural heart: given its size, the choice
of structural materials and its innovative physiological functions,
CARMAT’s total artificial heart could, assuming the necessary
clinical trials are successful, potentially benefit the lives of
thousands of patients a year with no risk of rejection and with a
good quality of life.
A project leader acknowledged at a European level: with
the backing of the European Commission, CARMAT has been granted the
largest subsidy ever given to an SME by Bpifrance; a total of €33
million.
Strongly committed, prestigious founders and
shareholders: Airbus Group (Matra Défense), Professor Alain
Carpentier, the Centre Chirurgical Marie Lannelongue,Truffle
Capital, a leading European venture capital firm, ALIAD (Air
Liquide’s venture capital investor), CorNovum (an investment
holding company held 50-50 by Bpifrance and the French State), the
family offices of Pierre Bastid (Babalia) and of Dr. Antonino
Ligresti (Santé Holdings S.R.L.), Groupe Therabel as well as the
thousands of institutional and individual shareholders who have
placed their trust in CARMAT.
For more information: www.carmatsa.com
●●●
Name: CARMATISIN code:
FR0010907956Ticker: ALCAR
●●●
DISCLAIMER
With respect to Member States of the European Economic Area that
have transposed European Directive 2003/71/EC of the European
Parliament and European Council of November 4, 2003, as amended
(the “Prospectus Directive”), no action has been taken or
will be taken to permit a public offering of the securities
referred to in this press release requiring the publication of a
prospectus in any Member State. Therefore, such securities may not
be and shall not be offered in any Member State other than in
accordance with the exemptions of Article 3(2) of the Prospective
Directive or, otherwise, in cases not requiring the publication of
a prospectus under Article 3 of the Prospective Directive and/or
the applicable regulations in such Member State.
This press release and the information it contains are being
distributed to and are only intended for persons who are (x)
outside the United Kingdom or (y) in the United Kingdom and are
(i) investment professionals falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the “Order”), (ii) high net worth
entities and other such persons falling within Article 49(2)(a) to
(d) of the Order (“high net worth companies”, “unincorporated
associations”, etc.) or (iii) other persons to whom an invitation
or inducement to participate in investment activity (within the
meaning of Section 21 of the Financial Services and Market Act
2000) may otherwise lawfully be communicated or caused to be
communicated (all such persons in (y)(i), (y)(ii) and (y)(iii)
together being referred to as “Relevant Persons”). Any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire securities to which this press release relates will only be
engaged with Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this press release or any of its
contents.
This press release and the information it contains do not, and
will not, constitute a public offering nor an invitation to solicit
the interest of public in France, nor an offer to subscribe for or
sell, nor the solicitation of an offer to subscribe for or buy,
securities of Carmat S.A. in the United States of America or any
other jurisdiction where restrictions may apply. Securities may not
be offered or sold in the United States of America absent
registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the “U.S. Securities
Act”), it being specified that the securities of Carmat S.A.
have not been and will not be registered within the U.S. Securities
Act. Carmat S.A. does not intend to register securities or conduct
a public offering in the United States of America.
The distribution of this press release may be subject to legal
or regulatory restrictions in certain jurisdictions. Any person who
comes into possession of this press release must inform him or
herself of and comply with any such restrictions.
Any decision to subscribe for or purchase the shares or other
securities of Carmat S.A. must be made solely based on information
publicly available about Carmat S.A. Such information is not the
responsibility of the Managers and has not been independently
verified by the Managers.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171212006258/en/
CARMATStéphane PiatChief Executive
OfficerBenoît de la MotteChief Financial Officer+33 1 39 45
64 50contact@carmatsas.comorAlize RPPress
RelationsCaroline Carmagnol, +33 1 44 54 36
66carmat@alizerp.comorNewCapInvestor Relations &
Strategic CommunicationDusan OresanskyEmmanuel
Huynh+33 1 44 71 94 94carmat@newcap.fr
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