Financing to support Spineway development strategy
Press
release
Ecully, 22 December 2020, 10 p.m.
Financing planNew
tranche of Negma convertible bonds
In keeping with its development
strategy, Spineway wishes to be in a position to take advantage of
any and all external-growth opportunities that could create value
and new synergies. To this end, Spineway decided to launch a new
subscription phase for Convertible Bonds with
warrants.
Background on the Negma financing
agreement:
In accordance with:
- the delegation of power granted by the Extraordinary General
Shareholders’ Meeting held by Spineway (the
“Company”) on 3 October 2019,
- the Company’s Board of Directors’ decision of 17 October 2019
approving the issue of 16 000 warrants (the “Tranche
Warrants”) the exercise of which gives access to the issue
of a maximum of 16 000 bonds convertible into new ordinary
shares (the “Convertible Bonds»”) with warrants
(the “Warrants”), representing a bond issue for a
maximum total par value of 40 000 000 euros, with
cancellation of the shareholders’ preferential subscription right
in favor of NEGMA GROUP LTD (the
“Investor”),1
two tranches of Convertible Bonds have thus been
subscribed to date:·1st tranche of €5.3M2 in two phases (24
December 2019 and 31 March 2020), corresponding to a total
of:o a cash contribution of €2.3M;o a bond
issue pursuant to the Commitment Fees representing
€1.45M;o settlement of all compensations as per the
contract terms and conditions amounting to €1.5M.
·2nd tranche initially planned for a maximum of
€6M, to be spread out into several phases from April to September
20203. Due to the public-health crisis, the scope and duration of
which could not be predicted at the time of this tranche’s launch,
the schedule was modified, and it ended in November 2020. Likewise,
the amount was slightly modified, resulting in a total amount of
€6.55M, as follows:o 1 120 Convertible Bonds,
i.e., €2.8M in compensation on 16 April 2020;o 300
Convertible Bonds, i.e., €0.75M via an all-cash contribution on 18
May 2020;o 800 Convertible Bonds, i.e., €2M via a cash
contribution of €1.3M, and €0.7M via the settlement of contractual
compensations on 7 September 2020;o 400 Convertible
Bonds, i.e., €1M, of which €0,.98M for contractual compensations,
on 13 November 2020.
·In addition, a capital increase of €4.6M
reserved for Negma took place on 26 May 20204 as settlement of a
portion of the contractual compensations resulting from the issue
of the first two tranches.
As a result of these first two tranches,
Spineway has therefore received a total of €4.4M in cash since
entering into this financing agreement with Negma. The additional
amounts of Convertible Bonds have been posted as financial costs
pursuant to the settlement of contractual compensations.
All the compensations that led to both the issue
of bonds and a reserved capital increase are indeed a result of the
agreement between Spineway and Negma, which provides for
indemnification if the market price of the share falls below its
par. As market trends in 2020 were very unfavorable for Spineway
stock, the exercise of tranches was accompanied by major
compensations. In order to protect this mechanism, Spineway lowered
the share’s par value twice during the financial year.
Overall, these compensations resulted in
a financial burden of €12M for 2020, with €10.6M recorded
for the first half of 20205. This financial cost
did not result in any cash outflow for the Group and was
financed entirely by Spineway shares.
Subscription of a new tranche of Convertible
Bonds:
In this context, where the risk of compensation
has been secured by the par-value decrease, Spineway is launching a
third tranche of subscription to Convertible Bonds that will
represent an estimated maximum of €6M by the end of Q1 2021. The
use of this estimated amount will be subject to the needs of
necessary projects, and only those.
The first phase of this issue therefore took
place on 22 December 2020, for a total of €1M, corresponding to 400
Convertible Bonds.
The Company would like to recall the
following:
- The Convertible Bonds have a par value of 2 500 euros each
and are subscribed at 100% of par.
- The Convertible Bonds have a maturity of 12 months from their
date of issuance. In the event of default6, a significant adverse
event7, a change in control or failure to deliver new shares in
accordance with the Issuance Agreement, the Convertible Bonds that
have not been converted shall be redeemed by the Company at par.
Upon maturity, the Convertible Bonds shall be converted by their
bearer into SPINEWAY shares. The Convertible Bonds shall not bear
interest.
- At its discretion, the Investor may, at any time, convert all
or any of the Convertible Bonds into new ordinary shares (a
“Conversion”). Upon a Conversion, the Investor
shall determine the number of Convertible Bonds to be converted and
the total par value to be converted (the “Conversion
Amount”).
- A compensation mechanism is applied if there is a difference
between the Conversion Amount and the last trading price.8
Please note that further information on the
characteristics of the Tranche Warrants, Convertible Bonds and
Warrants is available on the Company’s website and in the press
release dated 18 October 2019.
For reference, assuming the Company decides to
remit only new shares upon Conversion of the Convertible Bonds, the
impact of the issuance of the Convertible Bonds with Warrants
attached would be as follows:
-
Impact of the issuance on the consolidated net assets per share
(based on the shareholders’ equity as at 30 June 2020, plus the
various capital transactions that might have taken place in the
meantime, i.e., €3.75M and the number of shares making up the
Company’s share capital as at 22 December 2020, i.e.,
12 632 759 445 shares):
|
Consolidated net assets per share (non-diluted basis) |
Consolidated net assets per share (fully diluted basis)(a) |
Before issuance |
€0.0009 |
€0.0010 |
After issuance of a maximum of 1 111 111 111 ordinary new
shares upon conversion of Convertible Bonds alone (400
third-tranche Convertible Bonds) |
€0.0009 |
€0.0010 |
After issuance of a maximum of 1 216 111 111 ordinary new
shares upon conversion of Convertible Bonds and exercise of the
Warrants attached to the second tranche (400 third-tranche
Convertible Bonds) |
€0.0009 |
€0.0010 |
After issuance of a maximum of 6 000 000 000 ordinary new
shares (for 2 400 Convertible Bonds), upon conversion of only a
portion of the Convertible Bonds in accordance with the applicable
ceiling |
€0.0009 |
€0.0010 |
After issuance of a maximum of 6 000 000 000 ordinary new shares
(for 2 400 Convertible Bonds), upon conversion of only a portion of
the Convertible Bonds and without exercise of the attached
Warrants, for all tranches in accordance with the applicable
ceiling |
€0.0009 |
€0.0010 |
(a) assuming the exercise/conversion of all the dilutive
instruments existing to date that could result in the creation of a
theoretical maximum of 812 683372 including the exercise of the 137
805 Warrants issued pursuant to the issuance of ORNANE with
Warrants in favor of the YA II PN, LTD investment fund and the 80
916 666 Warrants issued pursuant to the issuance of OCEANE with
Warrants in favor of the European High Growth Opportunities Manco S
investment fund, as well as the 731 628 901 Warrants issued
pursuant to the issuance of Convertible Bonds with Warrants in
favor of the Park Capital investment fund. Such dilution is without
prejudice to either the final number of shares to be issued or
their issue price, which shall be set based on the market price in
accordance with the terms and conditions set forth above. |
-
Impact of the issuance on the situation of a shareholder currently
owning 1% of the Company’s capital, based on the number of shares
making up the Company’ share capital as at 22 December 2020, i.e.,
12 632 759 445 shares):
|
Consolidated net assets per share (non-diluted basis) |
Consolidated net assets per share (fully diluted basis)(a) |
Before issuance |
1% |
1% |
After issuance of a maximum of 1 111 111 111 ordinary new
shares upon conversion of Convertible Bonds alone (400
third-tranche Convertible Bonds) |
0.92% |
0.92% |
After issuance of a maximum of 1 216 111 111 ordinary new
shares upon conversion of Convertible Bonds and exercise of the
Warrants attached to the second tranche (400 third-tranche
Convertible Bonds) |
0.91% |
0.91% |
After issuance of a maximum of 6 000 000 000 ordinary new
shares (for 2 400 Convertible Bonds), upon conversion of only a
portion of the Convertible Bonds in accordance with the applicable
ceiling |
0.64% |
0.65% |
After issuance of a maximum of 6 000 000 000 ordinary new shares
(for 2 400 Convertible Bonds), upon conversion of only a portion of
the Convertible Bonds and without exercise of the attached
Warrants, for all tranches in accordance with the applicable
ceiling |
0.64% |
0.65% |
(a) assuming the exercise/conversion of all the dilutive
instruments existing to date that could result in the creation of a
theoretical maximum of 812 683372 including the exercise of the 137
805 Warrants issued pursuant to the issuance of ORNANE with
Warrants in favor of the YA II PN, LTD investment fund and the 80
916 666 Warrants issued pursuant to the issuance of OCEANE with
Warrants in favor of the European High Growth Opportunities Manco S
investment fund, as well as the 731 628 901 Warrants issued
pursuant to the issuance of Convertible Bonds with Warrants in
favor of the Park Capital investment fund. Such dilution is without
prejudice to either the final number of shares to be issued or
their issue price, which shall be set based on the market price in
accordance with the terms and conditions set forth above. |
SPINEWAY IS ELIGIBLE FOR THE PEA-PME
(EQUITY SAVINGS PLANS FOR SMES)Find out all about Spineway
at www.spineway.com
This press release has been prepared in both
English and French. In case of discrepancies, the French version
shall prevail.
Spineway
designs, manufactures and markets innovative implants and surgical
instruments for treating severe disorders of the spinal
column.Spineway has an international network of
over 50 independent distributors and 90% of its revenue comes from
exports.Spineway, which is eligible for investment
through FCPIs (French unit trusts specializing in innovation), has
received the OSEO Excellence award since 2011 and has won the
Deloitte Fast 50 award (2011). Rhône Alpes INPI Patent Innovation
award (2013) – INPI Talent award (2015). ISIN:
FR0011398874 - ALSPW
Contacts:
SPINEWAY Shareholder-services
lineAvailable Tuesday through Thursday(10 a.m. – 12
p.m.)+33 (0)811 045 555 |
Eligible PEA / PMEALSPWEuronext Growth |
AELIUM Finance & Communication Investor
relationsSolène Kennisspineway@aelium.fr |
1 Cf. press release dated 18 October 2019
2 Cf. press release dated 24 December 2019
3 Cf. press release dated 16 April 2020
4 Cf. press release dated 20 May 2020
5 Cf. press release dated 24 October 2020
6 Events of default include, in particular, the
suspension of the listing of the SPINEWAY shares, the announcement
of a takeover of the Company and any significant adverse
change.
7 Any and all events or circumstances
constituting a significant adverse change affecting the assets or
the Company’s financial or commercial situation, subject to such
change being considered materially adverse only if it had or could
reasonably have an unfavorable net impact on the Company’s
financial situation or assets exceeding 1 000 000
euros.
8 In accordance with clause 8.3 of the Negma
financing agreement.
- SPW_CP_Levee_nouvelle_tranche_OC GB
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