from Affluent Medical (isin : FR0013333077)
Affluent Medical : Affluent Medical announces the launch of a capital increase of around €13 million with preferential subscription rights maintained by shareholders
Affluent Medical / Key word(s): Capital Increase PRESS RELEASE
Affluent Medical announces the launch of a capital increase of around €13 million with preferential subscription rights maintained by shareholders
Aix-en-Provence, February 9, 2023 - 7:30 am - Affluent Medical (the "Company" - ISIN code: FR0013333077 – ticker: AFME), a French medtech specializing in the international development and industrialization of innovative medical prostheses, at a clinical stage, to treat urinary incontinence and mitral valve disease, announces today the launch of a capital increase with preferential shareholder subscription rights ("PSR") for a gross amount of approximately €13.0 million through the issue of Redeemable Share Subscription Warrants ("ABSARs"), likely to be increased to approximately €14.3 million in the event of full exercise of the extension clause (the "Capital Increase").
Sébastien Ladet, Chief Executive Officer of Affluent Medical, said: "Affluent Medical enters 2023 with a clear roadmap and strong ambitions. We are on track, backed by a strong and experienced management team, to take the next clinical steps to bring our three innovative medical devices to market. This capital increase is an essential milestone in accelerating the progress of current studies and targeting CE markings for Artus and KaliosTM by the end of 2024, followed by their commercial launch in 2025. Every day, millions of patients around the world suffer from mitral insufficiency and urinary incontinence, severe and disabling conditions, without truly effective and lasting treatment to date. Our primary objective remains to be able to offer these millions of patients a long-term therapeutic solution to restore a quality of life significantly affected by these diseases."
The proceeds of the Capital Increase are intended to provide the Company with some of the resources necessary to continue financing its requirements over the 12 months following the approval of the Prospectus relating to the ABSAR issue. However, the Company will continue to face the critical challenge of its 12 months financing, the maximum residual uncovered need is estimated at 5.0 million euros. The net proceeds will be used to finance the clinical development of Affluent Medical's various medical devices and will be used to:
In the event that the Capital Increase is only subscribed for 91,07% (i.e. estimated net income of €11.845 million), the funds raised would be allocated mainly to the finalization of the KaliosTM clinical study, the start-up of the Epygon and Artus pilot studies, and the repayment of the Group's financial debts. The development of accessories for Epygon and the industrialization of medical devices Epygon and Artus would be postponed.
Main terms and conditions of the Capital Increase
The purpose of this public offering is to issue new shares, each with one (1) redeemable share subscription warrant (the "BSARs" and, together with the new shares, the "ABSARs"), to be subscribed in cash, as part of a capital increase with preferential subscription rights maintained by shareholders, a gross amount of €13.0 million per issue of 9,634,022 BSARs, likely to be increased to a maximum of €14.3 million per issue of 10,597,424 ABSARs in the event of full exercise of the extension clause, at the unit price of €1.35 per ABSAR at the rate of 13 ABSAR for 28 existing shares.
BSARs may be exercised at any time until December 31, 2025 (inclusive). 8 BSARs shall give the right to subscribe for one (1) new share (the "Exercise Parity"), subject to payment of an exercise price of:
In addition, the Company may, at its sole discretion, carry out, at any time, from the issue of the BSAR until the end of their exercise period on December 31, 2025, the early redemption of all of the BSARs remaining in circulation at the unit price of €0.01; however, such early redemption will only be possible if the volume-weighted average of Affluent Medical shares over the 10 trading days preceding the date of publication of the early redemption notice multiplied by the Exercise Parity in force exceeds 140% of the exercise price of the BSARs on that date. In the event that the Company implements the redemption of the BSARs at a price of €0.01, BSAR holders may avoid such redemption by exercising their BSARs on the basis of the exercise price set on this date per new share before the date fixed for redemption and thus benefit economically from the exercise of the BSARs. In the event that all of the BSARs are exercised for the respective exercise prices of €1.50 and €1.95 per new share, the gross amount of the capital increase would reach €14,8 million and €16.3 million respectively, likely to be increased to the maximum amounts of €15.4 million and €16.9 million in the event of full exercise of the extension clause in connection with the issue of the ABSARs.
Each shareholder of the Company will receive one (1) preferential subscription right per share recorded in his/her securities account at the end of the accounting day of February 9, 2023. Each shareholder of Affluent Medical may subscribe for 13 ABSARs on an irreducible basis for 28 existing shares held, i.e. 28 PSRs shall entitle each shareholder to subscribe to 13 ABSARs at a price of €1.35 per ABSAR.
At the same time as they deposit their irreducible subscriptions, the holders of PSRs may subscribe on a reducible basis for the number of ABSARs they wish to acquire, in addition to the number of ABSARs resulting from the exercise of their preferential PSRs on an irreducible basis. Any ABSARs not subscribed on an irreducible basis shall be distributed and allocated to the subscribers on a reducible basis. Reducible subscription orders will be served within the limit of their requests and in proportion to the number of existing shares whose rights will have been used in support of their subscription on an irreducible basis.
In addition to the possibility of subscribing on an irreducible and reducible basis according to the terms and conditions specified above, any natural or legal person, whether or not they hold preferential subscription rights, may subscribe to this Capital Increase free of charge. Persons wishing to subscribe freely must send their request to their authorized financial intermediary at any time during the subscription period and pay the corresponding subscription price. In accordance with the provisions of Article L. 225-134 of the French Commercial Code, free subscriptions shall only be taken into account if the irreducible and reducible subscriptions have not absorbed the entire Offering, it being specified that the Board of Directors shall have the right to freely distribute the ABSARs not subscribed, in whole or in part, among the persons (shareholders or third parties) of its choice having made requests for subscriptions on a free basis. Based on the closing price of the Affluent Medical share on 7 February 2023, i.e. €1.642:
Preferential subscription rights will be traded on Euronext Paris from February 10, 2023 to February 23, 2023, inclusive, under ISIN code FR001400FL20. The subscription period will be open from February 14, 2023 to February 27, 2023, inclusive, according to the indicative timetable.
New shares and BSARs will be admitted to trading on the regulated market of Euronext Paris on March 6, 2023. The new shares will be admitted on the same quotation line as existing shares under the ISIN code: FR0013333077, and BSARs will be admitted to a separate quotation line under the ISIN code: FR001400FL38. New shares resulting from the exercise of BSARs will be subject to periodic requests for admission to trading on the Euronext Paris market on the same quotation line as the Company's existing shares under the same ISIN code FR0013333077.
The offering is open to the public in France only.
Indicative timetable for the Capital Increase
Subscription commitments and guarantee received As of the date of approval of the Prospectus, the Company has the following subscription and guarantee commitments: Truffle Capital has irrevocably undertaken to participate in the Offering up to a maximum amount of €9.75 million euros by subscribing on an irreducible basis through the exercise of the preferential subscription rights it holds, up to €0.6 million. 3.75 million, which will be served in full or in part in the event that all the ABSARs have not been subscribed for as of right at the closing of the subscription period. Mr. Sébastien Ladet, CEO of the Company, who does not hold any Affluent Medical shares as of the date of the Prospectus, has committed to participate in the Offer up to 20,000 euros. Mr. Christophe Giot, VP Clinical Operations, who does not hold any Affluent Medical shares as of the date of the Prospectus, has committed to participate in the Offer up to 15,000 euros. In addition, 10 investors (the "Investors") have irrevocably undertaken, within the framework of free subscriptions, to subscribe, for a total amount of €2,060,000, for the ABSARs which would not have been subscribed for at the end of the irreducible, reducible or free subscription period, in order to carry out the Capital Increase with 100% DPS, i.e. the issuance of 9,634,022 ABSARs, corresponding to an Offer of approximately €13.0 million.
In consideration of their underwriting commitments, the Investors will receive a commission equal to 5% of the amount of their underwriting commitments, to which will be added an amount equal to 2% of the amount actually subscribed in the framework of the Capital Increase with DPS, if the Offer is effective. All the subscription and guarantee commitments received thus concern a total amount of 11,845,000 euros, corresponding to 91.07% of the Offer. The preferential subscription rights that would not be used by the funds managed by Truffle Capital to subscribe to the operation on an irrevocable basis could be sold on the market in order to increase the liquidity of the preferential subscription rights.
Lock-up commitments of the Company
From the date of the Prospectus and until 180 calendar days following the date of settlement-delivery of the ABSARs, subject to certain exceptions and until December 31, 2023, the Company has undertaken not to issue shares or securities giving access to the capital in the context of financing through Equity Line or OCABSA.
Lock-up retention and non-exercise commitments
Truffle Capital has undertaken to retain, subject to certain usual exceptions, the Affluent Medical shares that it holds prior to the Capital Increase for a period ending 270 calendar days following the settlement date of the Capital Increase and the Affluent Medical ABSARs that may be subscribed in connection with the transaction for a period ending 180 calendar days following the settlement date of the Capital Increase.
Capital Increase Partners
Information available to the public
The terms of the Capital Increase with the maintenance of shareholders' preferential subscription rights are described in the prospectus approved by the Autorité des Marchés Financiers ("AMF") under number 23-029 dated February 8, 2023 (the "Prospectus"). This Prospectus is composed of Affluent Medical's 2021 Universal Registration Document approved by the AMF on April 29, 2022 under number R.22-017 (the "2021 Universal Registration Document"), the amendment to the 2021 universal registration document approved by the AMF on February 8, 2023 under the number 23-003 (the "Amendment"), and the offering notice (including the summary of the prospectus) relating to the Capital Increase.
The Company draws the public's attention to the risk factors set out in section 2 of the offering notice and in sections 3 of the 2021 Universal Registration Document and the Amendment, including liquidity risk, which states that Afffluent Medical does not have sufficient net working capital to meet its obligations and operating cash requirements over the next twelve months, as its cash to date enables it to finance its operations until March 2023. Thus, including in the event of completion of the Capital Increase with PSR, the 12-month working capital will continue to be insufficient to meet the Group's obligations and operating cash requirements.
Statement on net working capital at 12 months
As of the approval date of the Prospectus, the Group does not have sufficient net working capital to meet its obligations and cash requirements over the next 12 months. The Group's cash position as of the date of approval of the Prospectus allows it to finance its activities until March 2023. After deducting the Company's current resources and before taking into account the proceeds of the issue, the net unfunded amount necessary for the continuation of the Group's activities over the 12 months following the date of approval of the Prospectus, according to the Group's current development plan, is estimated at €16.2 million. It consists of (i) a financing need to ensure the continuity of operations and expenses related to preclinical studies and clinical trials on KaliosTM, Artus and Epygon for €19.4 million, and (ii) repayments of the Bpifrance innovation loan, Bpifrance repayable advances concerning the Mivana project, and the various loans guaranteed by the State for €1.4 million, and (iii) investments of €0.5 million. After taking into account the Group's cash position at the date of approval of the Prospectus (€0.4 million), payments of VAT receivables refunds (€2.1 million), the research tax credit (€1.0 million), and Bpifrance subsidies and repayable advances for the Artus project (€1.6 million) that the Company believes it has a reasonable chance of receiving, the net amount required to continue the Group's activities over the 12 months following the date of approval of the Prospectus is estimated at €16.2 million. The Offering is intended to provide Affluent Medical with the resources necessary to finance its development for at least the next 7 months. Thus, including in the event of completion of the Capital Increase with PSR, the 12- |