NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA OR JAPAN.
Regulatory News:
CARMAT (Paris:ALCAR) (the “Company”), 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, today announces the
launch of a capital increase 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, to its existing shareholders (the “Offering”), for an
initial amount of €46 million that may be increased to a maximum of
€52.9 million in the event of the full exercise of the increase
option (clause d’extension).
The Offering is intended to 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: “Over the past months, CARMAT has significantly
reinforced its development on both the clinical front, with the
internationalization of the PIVOTAL study, and the industrial
front, with the implementation of an efficient production tool and
top-tier industrial partnerships to prepare for the large-scale
manufacturing stages. Today, we are launching a capital increase in
order to secure our final development stages before the marketing
of our total artificial heart in Europe, scheduled for 2019. As our
ambition is to provide an answer to a global health issue, we also
intend to devote part of the amount raised to the initiation, next
year, of clinical trials in the United States, a strategically
important country in the adoption of cardiac devices. Lastly, we
would like to thank our existing shareholders who already committed
to subscribe for an amount of €34.5m and wish to involve all our
shareholders in the acceleration of our project by enabling them to
subscribe to this new financing round within the framework of a
priority subscription period on an irreducible basis, in order to
support CARMAT’s development whilst retaining their equity stake in
the Company.”
The Company’s existing shareholders, registered as of December
5, will be granted a 4-trading day priority subscription period on
an irreducible basis from December 6, 2017 to December 11, 2017
(inclusive). The shares not subscribed for in connection with the
priority period and the new shares that may be issued pursuant to
the exercise of the increase option will be subject to a global
offering, comprised of an open price public offering in France (the
“Public Offering”) and a global placement (the “Global
Placement”) comprising a private placement in France primarily
intended for qualified investors and an international private
placement primarily intended for institutional investors in certain
countries.
Orders placed in the Public Offering and Global Placement will
be subject to clawback depending on the results of the
subscriptions on an irreducible basis within the priority
period.
The maximum subscription price of the new shares will be €20 per
share. This maximum price does not predetermine under any
circumstances the subscription price that may be set.
The maximum number of new shares that may be issued in
connection with the capital increase is 4,000,000 new shares, i.e.
62.8% of the Company’s share capital.
The definitive number of shares to be issued as well as the
final price of the Offering will be determined at the end of the
Global Placement, scheduled for December 12, 2017.
This Offering is managed by BNP Paribas and ODDO BHF SCA, acting
as Global Coordinators, Lead Managers and Joint-Bookrunners.
Portzamparc is acting as Co-Lead Manager (BNP Paribas, ODDO BHF SCA
and Portzamparc together, the “Managers”).
Intentions and subscription commitments of the main
shareholders and new investors:
Babalia (family office of Mr. Pierre Bastid), a shareholder
holding 291,710 shares in the Company (i.e. 4.6% of the share
capital), has irrevocably undertaken (i) to subscribe on an
irreducible basis in the context of the priority subscription right
for new shares for an amount of €2,106,029 and (ii) to place an
order of €17,893,971 in the context of the Global Placement, i.e. a
total amount of €20m.
Santé Holdings SRL (family office of Dr. Antonino Ligresti), a
shareholder holding 188,882 shares in the Company (i.e. 3.0% of the
share capital), has irrevocably undertaken (i) to subscribe on an
irreducible basis in the context of the priority subscription right
for new shares for an amount of €1,363,652 and (ii) to place an
order of €8,636,348 in the context of the Global Placement, i.e. a
total amount of €10m.
ALIAD (Air Liquide), a shareholder holding 26,983 shares in the
Company (i.e. 0.4% of the share capital), has irrevocably
undertaken (i) to subscribe on an irreducible basis in the context
of the priority subscription right for new shares for an amount of
€194,806 and (ii) to place an order of € 805,194 in the context of
the Global Placement, i.e. a total amount of €1m.
Truffle Capital, acting as asset management company for several
funds that are shareholders of the Company holding together 715,369
shares in the Company (i.e. 11.2% of the share capital), has
irrevocably undertaken to subscribe on an irreducible basis in the
context of the priority subscription right for new shares for an
amount of €1,000,000.
Groupe Therabel, a new investor (a Belgian pharmaceutical
industrial) has irrevocably undertaken to place an order of
€2,500,000 in the context of the Global Placement.
Overall, the subscription undertakings described above account
for 75% of the aggregate initial amount of the capital increase
(65.2% of the maximum amount of the capital increase in the event
of full exercise of the increase option).
The Company is not aware of the intentions of its other
shareholders or its other Board (conseil d’administration) members
in relation to the capital increase.
Lock-up undertakings
The Company has agreed on a lock-up period starting from the
approval (visa) granted by the French Financial Market Authority
(Autorité des marchés financiers - “AMF”) on the Prospectus
(as defined below) and expiring 180 calendar days following the
settlement-delivery date of the new shares, subject to certain
customary exceptions set out in the securities note (note
d’opération) or to a possible waiver by the Global Coordinators,
Lead Managers and Joint-Bookrunners and the Co-Lead Manager.
As part of the investment protocol signed on February 26, 2016,
in connection with the Company's €50 million private placement,
investors (ALIAD (Air Liquide), Cornovum, Babalia and Santé
Holdings SRL) and historical shareholders (Matra Défense (Airbus
Group), the funds managed by Truffle Capital, Professor Alain
Carpentier and the Scientific Research Association of the Alain
Carpentier Foundation) have undertaken not to sell their shares of
the Company (shares held on that date as well as those subscribed
in the context of the private placement), directly or indirectly,
except with the prior consent of the investors and historical
shareholders, until the earliest of the following two dates: (i) 2
years from the settlement-delivery of the reserved capital increase
(i.e. April 28, 2018) and (ii) the date of the CE marking of the
CARMAT heart.
It should nevertheless be noted that this commitment does not
apply to the investment funds FCPI UFF Innovation 5 and FCPI Europe
Innovation 2006 managed by Truffle Capital, whose sale of CARMAT
securities would be necessary to enable them to meet their
regulatory liquidity obligations (these funds hold respectively
35,318 shares and 175,272 shares at the date of the AMF's approval
on the Prospectus).
There is no new lock-up undertakings related to the
Offering.
Underwriting
The Offering is not covered by an underwriting agreement.
Consequently, in the event of insufficient demand, the proposed
capital increase may be limited to subscriptions received as they
reach already 75% of the initial amount of the capital increase,
which would not jeopardise the Company achieving its
objectives.
Key terms of the capital increase
Issue amount and number of new shares to
be issued
The initial amount of the capital increase (including the issue
premium) is €46 million, which can be increased to €52.9 million in
the event of the full exercise of the increase option, representing
15% of the initial amount.
Pursuant to the sixteenth resolution of the Company’s general
shareholders’ meeting of April 27, 2017, the maximum number of new
shares that may be issued in connection with the capital increase
is 4,000,000, i.e. 62.8% of the Company’s share capital.
Offering structure and indicative
timetable
The capital increase will be carried out without shareholders’
preferential subscription rights but with an irreducible priority
subscription period for the shareholders (only on the initial
amount of the capital increase) of four consecutive trading days
from December 6, 2017 to December 11, 2017 (inclusive) at 5:00 pm,
granted to the shareholders registered as of December 5, 2017.
The new shares not subscribed for within the priority period, as
well as the new shares to be issued, if applicable, in the event of
exercise in whole or in part of the increase option, will be
subject to a global offering, comprised of:
- An open price Public Offering in
France, primarily intended for individuals, open from December 6,
2017 to December 11, 2017 (inclusive) at 5:00 pm (Paris time) for
subscriptions made in person (souscriptions aux guichets) and at
8:00 pm (Paris time) for subscriptions made online (if this
possibility is offered to them by their financial intermediary),
and
- A Global Placement primarily intended
for institutional investors open from December 6, 2017 to December
12, at 12:00 pm (Paris time), comprised of:
- a private placement in France primarily
intended for qualified investors or persons providing investment
management services for third-party portfolio management; and
- an international private placement
primarily intended for institutional investors in certain
countries.
Shareholders who wish to subscribe for more than the number of
shares they can claim under the exercise of the priority period
must place an order in the context of the Public Offering or the
Global Placement, it being specified that the existing shareholders
do not benefit from any priority in such case.
Orders placed in the Public Offering and Private Placement will
be subject to clawback depending on the results of the
subscriptions on an irreducible basis during the priority
period.
The subscription price of the new shares offered under the
priority period and the Public Offering will be equal to the
subscription price of the new shares offered under the Global
Placement (the "Offering Price"). The final number of shares
to be issued as well as the final price of the Offering will be
determined at the end of the Global Placement, scheduled for
December 12, 2017, it being specified that pursuant to the
sixteenth resolution of the Company’s general shareholders’ meeting
on April 27, 2017, the Offering Price will be at least equal to the
volume weighted average price of the last five trading days
preceding the day on which the price for the new shares will be
fixed, with a maximum discount of 30%.
Availability of the prospectus
CARMAT informs it has filed with the AMF an update to its
registration document - filed with the AMF on March 22, 2017 under
number D.17-0200.
Paper copies of the registration document and the update to the
registration document 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, on the
Company’s website (www.carmatsa.com) and on the AMF’s website
(www.amf-france.org).
The prospectus (the “Prospectus”), which received the AMF
visa n°17-626 on December 4, 2017, consists of (i) the registration
document of the Company filed with 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 before deciding whether to invest
in the new shares. 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.) 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/20171204006132/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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