NOT FOR RELEASE, EITHER DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Regulatory News:
CARMAT (FR0010907956, 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 success of its capital increase for a gross amount of €40.5
million, of which €36.5 million for specialized and strategic
investors as defined below and €4.1 million for individuals (via
the PrimaryBid platform) (the “Global Offering”).
Stéphane Piat, Chief Executive Office of CARMAT, said: “I
would like to thank all of our investors, both historical and new,
for their contribution to the success of this important financing
for CARMAT. The funds raised will allow us to calmly focus, during
the coming months, on the resumption of implants of our Aeson®
artificial heart, expected in October 2022. I am particularly
delighted with the participation of a large number of individual
investors, made possible thanks to the PrimaryBid platform. We are
very appreciative of their support for CARMAT, a unique French
company in the field of medical technologies. Thanks to their
support and that of all our other investors, we are one step closer
to our goal of making Aeson® the number 1 alternative to a heart
transplant, and thus of providing a genuine solution for the many
patients suffering from end-stage biventricular heart failure who
currently have no therapeutic options.”
Purpose of the funds
raised
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.
These funds, combined with the Company’s existing financial
resources, will enable it to finance its activities, according to
its current business plan, until March 2023.
Main characteristics of the Global
Offering
The Global Offering, for a total of €40.5 million, issue premium
included, was carried out via the issuance, without shareholders’
preferential subscription rights and without a priority
subscription period, of 4,054,282 new common shares, representing
26.0% of the Company’s existing share capital prior to the Global
Offering, within the framework of:
- an offer for 3,646,431 new common shares for a total (issue
premium included) of €36.1 million, comprising (i) 2,646,431 new
shares for 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 and (ii) 1,000,000 new shares for 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) (the “Reserved Offering”);
- a public offer of new shares aimed at individuals via the
PrimaryBid platform, for a total (issue premium included) of €4.1
million, via the issuance of 407,851 new shares. (the
“PrimaryBid Offering”). This PrimaryBid Offering was the
third such offering carried out in France and the most important
one in terms of amount raised and number of subscribers in
France.
Bank Degroof Petercam SA/NV and ODDO BHF SCA acted 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 only
subscribed via the PrimaryBid partners mentioned on the PrimaryBid
website (www.PrimaryBid.fr). The PrimaryBid Offering was not
covered by an underwriting agreement.
The new shares, which represent approximately 26.0% of the
Company’s share capital, on a non-diluted basis, prior to the
Global Offering and 20.6% of the Company’s share capital, on a
non-diluted basis, following to the Global Offering, were issued
yesterday evening on the decision of 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 April 11,
2022 and on the basis of article L. 225-138 of the French
Commercial Code in accordance with Resolutions 17 and 18 approved
by the Annual General Meeting of May 12, 2021 (the
“AGM”).
The issue price of the new shares was set at €10 per share,
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 on the Euronext Growth multilateral
trading facility during the five trading sessions preceding the
setting of the price (i.e. April 5 to 11, 2022 inclusive), i.e.
€12.59, in accordance with Resolutions 17 and 18 approved by the
AGM.
To the Company’s knowledge, the breakdown in share ownership
before and after the Global Offering is as follows:
Before the Global
Offering
(on a non-diluted
basis)
After the Global
Offering
(on a non-diluted
basis)
Number of shares
% of capital
Number of shares
% of capital
Matra Defense SAS (Airbus group)
1,670,640
10.7%
2,670,640
13.6%
Lohas SARL (Pierre Bastid)
1,418,812
9.1%
1,718,812
8.7%
Corely Belgium SPRL (Gaspard Family)
1,040,000
6.7%
1,110,000
5.6%
Bratya SPRL (Gaspard Family)
240 000
1.5%
310,000
1.6%
Santé Holding SRL (Dr. Antonino
Ligresti)
1,133,424
7.3%
1,633,424
8.3%
Prof. Alain Carpentier
548,583
3.5%
548,583
2.8%
Alain Carpentier Foundation Scientific
Research Association
115,000
0.7%
115,000
0.6%
Cornovum
458,715
2.9%
458,715
2.3%
Groupe Therabel
392,453
2.5%
492,453
2.5%
BAD 21
227,490
1.5%
287,490
1.5%
Treasury shares
6,035
0.04%
6,035
0.03%
Free float
8,365,120
53.6%
10,319,402
52.5%
Total
15,616,272
100.0%
19,670,554
100.0%
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, €3 million, €5
million, €0.7 million, €0.7 million and €0.6 million respectively
within the framework of the Reserved Offering1. 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.
These shareholders and investors were allotted 100% of their
subscriptions within the framework of the Reserved Offering. Their
investment represents 54.3% of the total amount of the Global
Offering.
Admission of new shares
Settlement-Delivery of the new shares and their admission to the
Euronext Growth® Paris multilateral trading facility are scheduled
for April 14, 2022. The new shares will be listed on the same line
as the Company’s existing common shares, will carry dividend rights
and will be immediately fungible with the Company’s existing
shares.
The Global Offering is not subject to a prospectus requiring a
visa from the AMF stock market authority2.
Lock-up undertakings
Within the framework of the Global Offering, the Company has
signed a 180-day lock-up commitment from the day of
settlement-delivery of the Global Offering, subject to certain
customary exceptions. Certain Board Members and major shareholders,
who between them held 39.5% of the Company’s share capital prior to
the Global Offering, 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 Global
Offering with respect to the Company shares they hold, subject to
certain customary exceptions.
Risk factors
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 20223; 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.
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 Among these shareholders, the ones represented at the board of
the Company abstained from voting on the Reserved Offering. 2 The
PrimaryBid Offering was meant in any case to be lower than €8
million. 3 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/20220411005966/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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