- Global Offering aimed at specialized and strategic investors,
as well as individual investors via the PrimaryBid platform
- Issue price of new shares at 10.0 euros per share
- Closing of the Primary Bid Offering on April 11, 2022 at 10 pm
and of the Reserved Offering on April 12, 2022 before market
opening
Regulatory News:
NOT FOR RELEASE, EITHER DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN
CARMAT (FR0010907956, ALCAR) (Paris:ALCAR), the designer and
developer of the world’s most advanced total artificial heart,
aiming to provide a therapeutic alternative to people suffering
from end-stage biventricular heart failure (the “Company”),
today announces the launch of a c. 30 million euros capital
increase via the issuance of new shares at a fixed price of 10.0
euros per share aimed at specialized and strategic investors, as
defined below, and at individuals (via the PrimaryBid platform)
(the “Global Offering”).
The Company is planning to use the funds raised through this
Global Offering to ensure the continuity of its activities, and
notably to support the restart of the production of its Aeson®
artificial heart and ensure the resumption – scheduled for October
2022 – of its implants, both from a commercial standpoint and
within the framework of its clinical trials.
Stéphane Piat, Chief Executive Officer of CARMAT,
commented: “The funds raised via the operation we are launching
today will strengthen our financial structure and allow us to
calmly ensure the resumption of implants of our Aeson® artificial
heart from October 2022. Indeed, the constructive dialogue we are
having with the competent authorities and the notified body DEKRA,
as well as the recent restarting of our production, following the
incorporation of changes enabling us to strengthen the sturdiness
of the various components, give us confidence in our ability to
resume our clinical trials and sales as expected and thus address
the strong expectations of physicians and patients. The support of
our longstanding shareholders is particularly important during this
crucial period for the Company, and I would particularly like to
emphasize their substantial commitment. I am also pleased that we
are able to offer other investors, as well as individuals - via the
PrimaryBid system - the possibility of contributing to the
development of our Company and its unique technology that we more
than ever feel has the potential to radically and lastingly change
the care and treatment provided to patients with end-stage
biventricular heart failure”.
Terms of the Offering
The Global Offering will be carried out via two distinct but
concomitant operations:
- an offer via the issuance of new shares
with pre-emptive rights waived for two categories of beneficiaries,
namely (i) French or foreign physical persons, companies or
investment funds who primarily invest, or who have invested more
than €2 million over the 36 months prior to the issue in question,
in the life science and technology sectors (in accordance with
Resolution 17 approved by the Annual General Meeting of May 12,
2021 (the “AGM”) and (ii) the Company’s strategic or
financial partners in France or abroad that have signed or are due
to sign one or several commercial or financing partnership
agreements (development, co-development, distribution,
manufacturing, etc.) with the Company (or a subsidiary) and/or one
or several companies that these partners control, that control
these partners or that are controlled by the same people as these
partners, directly or indirectly, within the meaning of article L.
233-3 of the French Commercial Code (Code de Commerce) (in
accordance with Resolution 18 of the AGM), pursuant to article L.
225-138 of the French Commercial Code (the “Reserved
Offering”); and
- a public offer of new shares aimed at
individuals via the PrimaryBid platform, which will be carried out
via an allocation proportional to demand, limited to the amount
allocated to this public offer, with allocations reduced should
demand exceed this limit, pursuant to article L. 225-136 of the
French Commercial Code (in accordance with AGM Resolution 13) (the
“PrimaryBid Offering”).
The size of the Global Offering will depend exclusively on the
orders received for each of the operations detailed above without
the possibility of reallocating the sums allocated from one to the
other. It is specified that the PrimaryBid Offering for individuals
is incidental to the Reserved Offering and will represent a maximum
of 20% of the amount of the Global Offering. In any event, the
PrimaryBid Offering will not be carried out if the capital
increases within the framework of the Reserved Offering are not
implemented.
The price per share of the Reserved Offering will be €10
(representing a discount of 19.7% on CARMAT’s closing price on
April 11, 2022, i.e. €12.45, and a discount of 20.6% on CARMAT’s
volume-weighted average price during the five trading sessions
preceding the setting of the issue price, i.e. €12.59). The
subscription price of the new shares offered within the framework
of the PrimaryBid Offering will be the same as the price of the new
shares offered within the framework of the Reserved Offering.
The definitive number of shares to be issued will be decided by
the Company’s Chief Executive Officer, under and within the scope
of the sub delegations of competence granted by the Company’s Board
of Directors on the date of this press release, it being specified
that the maximum number of new shares that may be issued within the
framework of the Global Offering is 5,000,000 new shares, in
accordance with the resolutions approved by the AGM.The definitive
number of shares to be issued will be the subject of a subsequent
press release.
The accelerated book-building process within the framework of
the Reserved Offering will begin immediately and should close
before the markets open tomorrow, subject to any early closing or
extension. The PrimaryBid Offering will begin immediately and close
at 10 pm CEST, subject to any early closing. The Company will
announce the results of the Global Offering via a press release as
soon as possible after the book-building ends.
The Reserved Offering will be available, within the categories
of investors defined above, (i) to institutional investors in
France, outside France with the exception of the United States,
Canada, Australia and Japan and, solely within the categories of
investors specifically provided for in Resolutions 17 and 18
mentioned above, and (ii) to certain institutional investors in the
United States.
Current shareholders Matra Defense SAS, Lohas SARL, Santé
Holdings SRL, Corely Belgium SPRL, Bratya SPRL and BAD 21, which
hold 10.7%, 9.1%, 7.3%, 6.7%, 1.5% and 1.5% stakes in the Company
respectively, have pledged to subscribe 10 million euros, 3 million
euros, 5 million euros, 0.7 million euros, 0.7 million euros and
0.6 million euros respectively within the framework of the Reserved
Offering. Moreover, Groupe Therabel, which has a 2.5% stake in the
Company, has pledged to subscribe €1 million. In exchange for this
commitment, Groupe Therabel has been invited to participate in
upcoming Board meetings as a permanent guest, and its appointment
as a Board Member will be put to the AGM that will be held in 2023
for approval.
In addition, the company François IV SAS has pledged to
subscribe €1 million within the framework of the Reserved
Offering.
The subscription commitments received by the Company, as
detailed above, thus represent a total of €22 million.
Settlement-Delivery of the new shares and their admission to the
Euronext Growth® Paris multilateral trading facility are scheduled
for April 14, 2022.
Bank Degroof Petercam SA/NV and ODDO BHF SCA are acting as
global coordinators – lead managers and joint bookrunners within
the framework of the Reserved Offering (together, the “Placement
Agents”).
Within the framework of the PrimaryBid Offering, investors may
only subscribe via the PrimaryBid partners mentioned on the
PrimaryBid website (www.PrimaryBid.fr). The PrimaryBid Offering is
not covered by an underwriting agreement. For further details,
please go to the PrimaryBid website at www.PrimaryBid.fr.
The Global Offering is not subject to a prospectus requiring a
visa from the AMF stock market authority.
Your attention is drawn to the risk factors associated with the
Company and its activity, as described in chapter 2 of the 2020
Universal Registration Document filed with the AMF stock market
authority under number D.21-0076 on February 24, 2021, which is
available free of charge on the Company’s website
(www.carmatsa.com) and the AMF website (www.amf-france.org). The
occurrence of all or part of these risks could have a negative
impact on the Company’s activity, financial situation, results,
development or outlook. In that regard, it is specified firstly
that the Company decided to temporarily suspended all implants of
its Aeson® artificial heart on December 2, 2021 following the
identification of quality issues affecting some of its prostheses
and has since confirmed that it is expecting implants to resume in
October 20221 ; and secondly that, in the absence of additional
financing (and notably the capital increases that are the subject
of this press release), the Company is financed, according to its
current business plan, until July 2022.
Additionally, investors are invited to consider the following
risks specific to this issue: (i) the market price of the Company’s
shares may fluctuate and fall below the subscription price of the
shares issued within the framework of the Offering, (ii) the
volatility and liquidity of the Company’s shares may fluctuate
significantly, (iii) divestments of the Company’s shares may take
place on the market and have a negative effect on its share price,
(iv) the Company’s shareholders could suffer potentially
significant dilution resulting from any future capital increases
required to provide the Company with additional financing, and (v)
as these shares are not intended to be listed on a regulated
market, investors will not benefit from the guarantees associated
with regulated markets.
Within the framework of the Offering, the Company has signed a
lock-up commitment that comes into effect on the date of the
signing of the placement agreement concluded between the Company
and the Placement Agents today and valid for 180 days from the date
of settlement-delivery of the Offering, subject to certain
customary exceptions. Certain Board Members and major shareholders,
who between them hold 39.5% of the Company’s share capital, have
also signed lock-up commitments taking effect on the date these
commitments were signed and continuing for 180 days from the date
of settlement-delivery of the Offering with respect to the Company
shares they hold, subject to certain customary exceptions.
This press release does not constitute a prospectus within the
meaning of Regulation (EU) 2017/1129 of the European Parliament and
of the Council of 14 June 2017, as amended, nor an offer to the
public.
●●●
About CARMAT
CARMAT is a French MedTech that designs, manufactures and
markets the Aeson® artificial heart. The Company’s ambition is to
make Aeson® the first alternative to a heart transplant, and thus
provide a therapeutic solution to people suffering from end-stage
biventricular heart failure, who are facing a well-known shortfall
in available human grafts. The world’s first physiological
artificial heart that is highly hemocompatible, pulsatile and
self-regulated, Aeson® could save, every year, the lives of
thousands of patients waiting for a heart transplant. The device
offers patients quality of life and mobility thanks to its
ergonomic and portable external power supply system that is
continuously connected to the implanted prosthesis. Aeson® is
commercially available as a bridge to transplant in the European
Union and other countries that recognize CE marking. Aeson® is also
currently being assessed within the framework of an Early
Feasibility Study (EFS) in the United States. Founded in 2008,
CARMAT is based in the Paris region, with its head offices located
in Vélizy-Villacoublay and its production site in Bois-d’Arcy. The
Company can rely on the talent and expertise of a multidisciplinary
team of more than 200 highly specialized people. CARMAT is listed
on the Euronext Growth market in Paris (Ticker: ALCAR / ISIN code:
FR0010907956).
For more information, please go to www.carmatsa.com and follow
us on LinkedIn.
●●●
Name: CARMAT
ISIN code: FR0010907956
Ticker: ALCAR
●●●
Disclaimer
In France, the offer of Carmat shares described below will be
made in the context of (i) two capital increases reserved to one or
more specified categories of beneficiaries, pursuant to article L.
225-138 of the French commercial code and applicable regulatory
provisions and (ii) a public offering primarily intended to retail
investors through the PrimaryBid platform. Pursuant to article
211-3 of the General regulations of the French financial markets
authority (Autorité des marchés financiers) (the "AMF") and
articles 1(4) and 3 of the Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017, as amended
(the "Prospectus Regulation"), the offer of Carmat shares
will not require the publication of a prospectus approved by the
AMF.
With respect to Member States of the European Economic Area, 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 1(4) of
Prospectus Regulation or, otherwise, in cases not requiring the
publication of a prospectus under Article 3 of the Prospectus
Regulation 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 may not be distributed, directly or
indirectly, in or into the United States. This press release and
the information contained therein does not, and will not,
constitute an offer of securities for sale, nor the solicitation of
an offer to purchase, securities in the United States or any other
jurisdiction where restrictions may apply. Securities may not be
offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933,
as amended (the “Securities Act”). The securities of Carmat
have not been and will not be registered under the Securities Act,
and Carmat does not intend to conduct a public offering in the
United States.
MIFID II Product Governance/Target Market: solely for the
purposes of the requirements of article 9.8 of the EU Delegated
Directive 2017/593 relating to the product approval process, the
target market assessment in respect of the shares of Carmat has led
to the conclusion in relation to the type of clients criteria only
that: (i) the type of clients to whom the shares are targeted is
eligible counterparties and professional clients and retail
clients, each as defined in Directive 2014/65/EU, as amended
(“MiFID II”); and (ii) all channels for distribution of the
shares of Carmat to eligible counterparties and professional
clients and retail clients are appropriate. Any person subsequently
offering, selling or recommending the shares of Carmat (a
“distributor”) should take into consideration the type of
clients assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the shares of Carmat and determining appropriate
distribution channels.
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 must be made solely based on information
publicly available about Carmat. Such information is not the
responsibility of Bank Degroof Petercam SA/NV and ODDO BHF SCA and
has not been independently verified by Bank Degroof Petercam SA/NV
and ODDO BHF SCA.
1 CARMAT press release of December 3, 2021; CARMAT press release
of March 28, 2022
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220411005753/en/
CARMAT Stéphane Piat Chief Executive Officer
Pascale d’Arbonneau Chief Financial Officer Tel.: +33 1 39
45 64 50 contact@carmatsas.com
Alize RP Press Relations Caroline Carmagnol Tel.:
+33 6 64 18 99 59 carmat@alizerp.com
NewCap Financial Communication & Investor Relations
Dusan Oresansky Quentin Massé Tel.: +33 1 44 71 94 92
carmat@newcap.eu
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