- €11.6 million capital increase aimed at institutional and
individual investors (via the PrimaryBid platform) at a
subscription price of €4.70 per share
- Agreement finalized for a €10 million convertible bonds issue
at a fixed interest rate and with a conversion price of €6.458, to
be subscribed by long-term shareholder Celestial Successor Fund,
LP
- Company’s financing outlook extended until 2025
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Regulatory News:
Median Technologies (Euronext Growth – ALMDT) (the
"Company") announces the success of its capital increase
aimed at institutional investors and retail investors (via the
PrimaryBid platform) for a total gross amount of €11.6 million (the
"Global Offering").
Fredrik Brag, Chief Executive Officer of Median Technologies,
said : ”I want to thank both our historical and new
shareholders for their support and trust, and particularly
Celestial Successor Fund, LP for their continued engagement. We
were also pleased to offer retail investors the opportunity to take
part in the offering. The financing initiatives we have taken are
extending the outlook for the Company's financing until 2025,
giving Median Technologies meaningful leeway to further accelerate
the growth of iCRO and pursue several significant development
milestones for iBiopsy. We are currently finalizing the launch of
the academic clinical sites involved in carrying out our two
pivotal studies for our iBiopsy® LCS CADe/CADx Software as Medical
Device, aiming to obtain marketing authorizations for the US and
European markets in 2024."
Terms and conditions of the Global
Offering
The Global Offering amounted to a total of approximately €11.6
million (share issue premium included), including 96.4% from
institutional investors and 3.6% from retail investors via the
PrimaryBid platform.
The Global Offering, without preferential subscription rights,
totaled 2,469,159 new ordinary shares (the “New Shares”),
including:
- a capital increase carried out via a private placement of
approximately €11.2 million (share issue premium included) of
2,380,668 New Shares with cancellation of shareholders'
preferential subscription rights, to the benefit of institutional
investors (pursuant to the provisions of Article L.225-136 of the
French Commercial Code and Article L. 411-2,1° of the French
Monetary and Financial Code and in accordance with the 19th
resolution of the Company's Combined General Meeting of June 20,
2023) (the "Private Placement"); and
- a capital increase with cancellation of shareholders'
preferential subscription rights, through a public offering to
retail investors via the PrimaryBid platform, for an amount of
approximately €0.4 million (share issue premium included), through
the issuance of 88,491 New Shares (in accordance with the 18th
resolution of the Company's Combined General Meeting of June 20,
2023) (the “PrimaryBid Offering”).
The New Shares, representing approximately 15.6% of the
Company's share capital on a non-diluted basis prior to the
completion of the Global Offering, and 13.5% of the Company's share
capital, on a non-diluted basis after completion of the Global
Offering, were issued by decision of the Chief Executive Officer of
the Company, pursuant to the delegation of authority granted on
July 3, 2023, by the Company's board of directors (Conseil
d’administration) pursuant to the 18th and 19th resolutions of the
General Assembly of the Company of June 20, 2023.
The subscription price per New Share issued in the Global
Offering has been set at €4.70, corresponding to a discount of
6.93% against the closing share price of July 12, 2023.
Settlement and delivery of the New Shares and their admission
for trading on Euronext Growth Paris are expected on July 17, 2023.
The New Shares will be of the same category and fungible with the
existing ordinary shares, will be entitled to all the rights
associated with the existing ordinary shares, and will be admitted
to trading on Euronext Growth Paris under the same ISIN code:
FR0011049824 - ALMDT.
Pursuant to Article 1.4 and 3.2 of EU Regulation 2017/1129 of
the European Parliament and of the Council of 14 June 2017, as
amended, to Article L.411-2 and L.411-2-1 of the French Monetary
and Financial Code and to Article 211-2 of the French Financial
Market Authority (the “AMF”) General Regulation, the Private
Placement and the PrimaryBid Offering have not given rise and will
not require the publication of a prospectus subject to the approval
of the AMF.
Impact of the Global Offering on Median
Technologies shareholding
Upon completion of the transaction, the share capital of Median
Technologies will amount to €913,530.40 and will be composed of
18,270,608 ordinary shares with a par value of €0.05 each.
For informational purposes only, to the Company's knowledge the
breakdown of share capital before and after the settlement and
delivery of the Global Offering will be as follows:
Before transaction
Shareholders
Nbr shares
%
Nbr Theoretical Voting
rights
%
Furui Medical Science
1,507,692
9.5%
1,507,692
9.6%
Celestial Successor Fund
1,288,958
8.2%
1,288,958
8.2%
Abingworth
956,819
6.1%
956,819
6.1%
Canon
961,826
6.1%
961,826
6.1%
Founder – Management –
Employees
1,036,673
6.6%
1,013,473
6.4%
Treasury shares
28,970
0.2%
28,970
0.2%
Free-Float
10,020,511
63.4%
10,020,511
63.5%
Total
15,801,449
100%
15,778,249
100%
After transaction
Shareholders
Nbr shares
%
Nbr Theoretical Voting
rights
%
Furui Medical Science
1,507,692
8.3%
1,507,692
8.3%
Celestial Successor Fund
1,288,958
7.1%
1,288,958
7.1%
Abingworth
956,819
5.2%
956,819
5.2%
Canon
961,826
5.3%
961,826
5.3%
Founder – Management –
Employees
1,036,673
5.7%
1,013,473
5.6%
Treasury shares
28,970
0.2%
28,970
0.2%
Free Float
12,489,670
68.4%
12,489,670
68.4%
Total
18,270,608
100%
18,247,408
100%
For informational purposes only, a shareholder holding 1% of the
Company's capital before the completion of the Global Offering
(calculated on the basis of the number of shares comprising the
Company's share capital on July 12, 2023) will hold a 0.86% stake
after the issue of the 2,469,159 New Shares.
Lock-up commitments
In connection with the Global Offering, the Company, the
executive officers and the members of the board of directors
(Conseil d’administration) of the Company have signed a lock-up
agreement that comes into effect on the date of the signing of the
placement agreement to be concluded between the Company and Bryan,
Garnier & Co and for a period of 90 days following the
settlement and delivery of the Global Offering, subject to certain
customary exceptions.
Convertible bonds at a fixed interest
rate
The Company has also signed a Securities Purchase Agreement with
Celestial Successor Fund, LP ("CSF"), for a convertible
bonds issuance (the "Convertible Bonds") to CSF for an
amount of €10 million. Upon the completion of the Global Offering,
subscription of the Convertible Bonds by CSF will commence, with a
settlement and delivery expected on July 21, 2023.
The Convertible Bonds, with a 7-year maturity, will bear
paid-in-kind interest at a fixed interest rate of 8.5%. The
conversion price of the Convertible Bonds was set at €6.458.
EIB Loan
Subject to certain conditions, the Company may draw the second
tranche of the loan granted by the European Investment bank (EIB)
for a further €10 million.
Financial Intermediaries
Bryan, Garnier & Co has acted as sole Coordinator, Lead
Manager and Bookrunner for the Private Placement.
Investors were only able to participate in the PrimaryBid
Offering via the PrimaryBid partners referred to on the PrimaryBid
website (www.PrimaryBid.fr). The PrimaryBid Offering is not subject
to any placement agreement. For further details, please see the
PrimaryBid website at www.PrimaryBid.fr.
Cautionary Statement
The Company draws the public's attention to the fact that:
- the risk factors presented in the Annual Financial Report for
the financial year ended on December 31, 2022; the occurrence of
all or part of these risks may have an adverse effect on the
activity, financial position or results of the Company or on its
ability to achieve its objectives.
- the main risks of the capital increase are:
- The market price of the Company's shares may fluctuate and fall
below the issue price of the new shares;
- Due to fluctuations of the stock markets, the volatility and
liquidity of the Company's shares may vary significantly;
- The issue of the Convertible Bonds is subject to certain
conditions, in particular the success of the Global Offering, and
once issued, the Company shall be obliged to follow its financing
plan and adhere to other commitments;
- Company shares may be transferred on the secondary market,
after the completion of the capital increase, and this could have
an unfavorable impact on the Company's share price;
- The Company has some flexibility with regard to the use of
proceeds from the Global Offering and the Convertible Bond issuance
and may use the proceeds in a way that investors may not approve or
that may not increase the short-term value of their
investment;
- A new offering on the market by the Company, after the capital
increase, would lead to an additional dilution for investors.
Detailed information about Median Technologies, in particular
its activity, its results and risk factors were presented in the
Annual Financial Report for the financial period ended on December
31, 2022, published on April 20, 2023 and in the Management Report
presented to the General Meeting of June 20, 2023. These documents
and other regulated information and press releases are available on
the Company's website in the Investor's section
(www.mediantechnologies.com).
Disclaimer
This press release is issued for information purposes only. This
press release is not and may not be considered to constitute a
public offering, a subscription offer, a sales offer or an
invitation to the public for a public offering of securities in any
country.
The dissemination, publication or distribution of this press
release in certain countries may constitute a breach of the legal
provisions in force. The information contained in this press
release does not constitute an offering of securities in France,
the USA, Canada, Australia, Japan or any other country. This press
release must not be published, transmitted or distributed, directly
or indirectly, in the territory of the USA, Canada, Australia or
Japan. This document does not constitute a sales offer or a public
offering of shares in Median Technologies in the USA or any other
country.
In France, the offer of Median Technologies shares described
below will be made in the context of (i) an offer to the benefit
qualified investors, as defined in Article 2(1)(e) of the
Prospectus Regulation (as defined below) and in accordance with
article L. 411-2 1° of the French Monetary and Financial code (code
monétaire et financier) 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”), 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”) and applicable regulations, the offer of Median
Technologies 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 the
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
and according to the applicable regulations.
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 Median
Technologies have not been and will not be registered under the
Securities Act, and Median Technologies does not intend to conduct
a public offering in the United States.
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 Median Technologies must be made solely based on
information publicly available about Median Technologies. Such
information is not the responsibility of Bryan, Garnier & Co
and has not been independently verified by Bryan, Garnier &
Co.
About Median Technologies: Median Technologies provides
innovative imaging solutions and services to advance healthcare for
everyone. We harness the power of medical images by using the most
advanced Artificial Intelligence technologies, to increase the
accuracy of diagnosis and treatment of many cancers and other
metabolic diseases at their earliest stages and provide insights
into novel therapies for patients. Our iCRO solutions for medical
image analysis and management in oncology trials and iBiopsy®, our
AI-powered imaging platform for the development of software as
medical devices (SaMD) help biopharmaceutical companies and
clinicians to bring new treatments and diagnose patients earlier
and more accurately. This is how we are helping to create a
healthier world.
Founded in 2002, based in Sophia-Antipolis, France, with a
subsidiary in the US and another one in Shanghai, Median has
received the label “Innovative company” by the BPI and is listed on
Euronext Growth market (Paris). FR0011049824– ticker: ALMDT. Median
is eligible for the French SME equity savings plan scheme
(PEA-PME). For more information: www.mediantechnologies.com
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version on businesswire.com: https://www.businesswire.com/news/home/20230712988915/en/
Median Technologies Emmanuelle Leygues Head of Corporate
Marketing & Financial Communications +33 6 10 93 58 88
emmanuelle.leygues@mediantechnologies.com
Press - ALIZE RP Caroline Carmagnol +33 6 64 18 99 59
median@alizerp.com
Investors - ACTIFIN Ghislaine Gasparetto +33 6 21 10 49
24 ggasparetto@actifin.fr
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