Affluent Medical SA / Key word(s): Capital Increase
15.07.2024 / 07:45 CET/CEST
The issuer is solely responsible for the content of this announcement.
PRESS RELEASE a category of beneficiaries Aix-en-Provence, July 15, 2024 – 7:45 a.m. - Affluent Medical (ISIN: FR0013333077 – Ticker: AFME), a French clinical phase MedTech company specializing in the international development and industrialization of innovative medical prostheses, is announcing that the Autorité des marchés financiers (the "AMF"), approved on July 12, 2024 under number 24-315 the prospectus made available to the public for the admission to trading on the regulated market of Euronext in Paris (the “Prospectus”) of 6,190,831 new ordinary shares of the Company issued in connection with a capital increase without preferential subscription rights in favour of a category of beneficiaries, for a total cumulative amount, including issue premium, of €8,543,346.78 , at a subscription price of €1.38 (including €0.10 nominal value and €1.28 share premium) per new share (the “Capital Increase”). The subscription price represents a 15% discount to the volume-weighted average price of the Company’s shares over the last 20 trading days preceding July 11, 2024. The Capital Increase has enabled Edwards Lifesciences to become a 9,21% shareholder of the Company, following its subscription for an amount of €5 million [1]. FPCI Truffle Medeor, managed by Truffle Capital, and Ginko Invest, Company’s shareholders, participated in the capital increase by setting off their shareholder loans granted to the Company in April 2024 [2]. The Capital Increase was implemented on July 11, 2024, by decision of the Chief Executive Officer acting by virtue of a sub-delegation from the Board of Directors of July 9, 2024, in accordance with the delegation granted by the 29th resolution of the Combined General Meeting of Shareholders of June 24, 2024, on which the FPCI Truffle Medeor, managed by Truffle Capital and Ginko Invest abstained from voting. The latter, represented on the Board of Directors, did not take part in the deliberations or vote of the Board on the Capital Increase. Impact of the Capital Increase on the situation of the shareholders Following the transaction, the share capital of Affluent Medical is now composed of 39,336,524 shares with a par value of €0.10 each. Based on the Company’s share capital at the date of the Prospectus and on an undiluted basis, a shareholder owning 1% of the share capital before the transaction would be diluted to 0.84% of the share capital after completion of the Capital Increase. Breakdown of share capital and voting rights following the Capital Increase After completion of the Capital Increase, based on the information available to Affluent Medical, the distribution of share capital and voting rights is as follows on a non-diluted and fully diluted basis (taking into account the number of shares outstanding at the date of the Prospectus): | Shareholders | Distribution of share capital and voting rights on a non-diluted basis | Distribution of share capital and voting rights on a diluted basis (6) | | Number of shares | % of
share capital | Number of
voting rights(5) | % of
voting rights | Number of shares | % of
share capital | Number of
voting rights(5) | % of
voting rights | | Truffle Capital managed funds and holding companies(1) | 23,733,000 | 60.33% | 35,565,753 | 64.27% | 24,528,379 | 54.45% | 36,361,132 | 59.56% | | LCEA | 3,746,240 | 9.52% | 3,746,240 | 6.77% | 4,142,004 | 9.19% | 4,142,004 | 6.78% | | Edwards Lifesciences | 3,623,188 | 9.21% | 3,623,188 | 6.55% | 3,623,188 | 8.04% | 3,623,188 | 5.93% | | Ginko Invest(2) | 605,546 | 1.54% | 988,737 | 1.79% | 605,546 | 1.34% | 988,737 | 1.62% | | Hayk Holding(2) | 187,038 | 0.48% | 187,038 | 0.34% | 187,038 | 0.42% | 187,038 | 0.31% | | Denos SA(2) | 181,666 | 0.46% | 181,666 | 0.33% | 181,666 | 0.40% | 181,666 | 0.30% | | Other financial investors(3) | 3,826,371 | 9.73% | 7,483,922 | 13.52% | 3,826,371 | 8.49% | 7,483,922 | 12.26% | | Co-founders, senior managers and members of the Board of Directors, the Advisory Board and of the Committees(4) | 53,835 | 0.14% | 87,790 | 0.16% | 1,487,759 | 3.30% | 1,521,714 | 2.49% | | Treasury stock | 125,902 | 0.32% | - | 0.00% | 125,902 | 0.28% | - | 0.00% | | Employees | 37,347 | 0.09% | 37,347 | 0.07% | 1,996,698 | 4.43% | 1,996,698 | 3.27% | | Free float | 3,216,391 | 8.18% | 3,438,861 | 6.21% | 4,345,946 | 9.65% | 4,568,416 | 7.48% | | TOTAL | 39,336,524 | 100.00% | 55,340,542 | 100.00% | 45,050,497 | 100.00% | 61,054,515 | 100.00% |
(1) The funds and companies managed by Truffle Capital are : FCPI Fortune III, FCPI Truffle Fortune 4, FCPI Truffle Fortune 5, FCPI Truffle Fortune 6, FCPI UFF Innovation n°12, FCPI UFF Innovation n°14, FCPI UFF Innovation n°15, FCPI UFF Innovation n°16, FCPI UFF Innovation n°17, FCPI Innocroissance 2015, FCPI Innocroissance 2016, FCPI Innocroissance 2018, FCPI Innocroissance 2019, FCPI Truffle Biomedtech Crossover Fund, FCPI Truffle Innov FRR France, Truffle ISF PME 2017, Meningose, Corazan and Truffle Medeor.. (2) The shareholdings of Ginko Invest (previously included in the "Co-founders, senior managers and members of the Board of Directors, the Advisory Board and of the Committees" category), Hayk Holding and Denos SA (previously included in the "Free float" category), have been increased following their subscription to the capital increase with cancellation of shareholders' preferential subscription rights in favor of a category of beneficiaries carried out by the Company on January 31, 2024, to the extent of 76,923, 38,461 and 128,205 new shares respectively. (3) The other financial investors are: Holding Incubatrice Serie I, Holding Incubatrice Serie II, MyoPowers Medical Technologies SA, MitralFlex, Saint Joseph hospital Foundation, Simone Merkle, Kam, Zhu.. Holding Incubatrice Serie I holds 1,774,104 shares and 3,548,208 of the voting rights representing 4.51% of the share capital and 6.41% of the voting rights on a non-diluted basis and 3.94% of the share capital and 5.81% of the voting rights on a diluted basis. Holding Incubatrice Serie II holds 741,922 shares and 1,483,844 of the voting rights representing 1.89% of the share capital and 2.68% of the voting rights on a non-diluted basis and 1.65% of the share capital and 2.43% of the voting rights on a diluted basis. (4) It should be noted that: the holdings of Kreos Capital and Ginko Invest previously included in this category are no longer included. Kreos Capital's interest is now included in "Free float"; data on a diluted basis include the 102,450 shares resulting from warrants to subscribe for shares (BSA) and the 1,331,474 shares resulting from warrants to subscribe for business creator shares (BSPCE) issued and allocated to the Company's founders, managers, members of the Board of Directors, censors and committees (please refer to sections 19.1.4.1. and 19.1.4.2 of the 2023 Universal Registration Document and section 10 of the Amendment regarding the terms and conditions of the BSAs and BSPCEs issued and granted). (5) Including double voting rights. (6) After issue of a maximum total number of 5,713,973 ordinary shares arising from the exercise or allocation of all existing dilutive instruments (BSA, BSPCE, BSAR) (please refer to sections 19.1.4.1, 19.1.4.2 and 19.1.4.3 of the 2023 Universal Registration Document and to section 10 of the Amendment regarding the terms and conditions of the BSA and BSPCE issued/allocated). Availability of the Prospectus The Prospectus (in French only) consists of: the Company’s 2023 Universal Registration Document filed with the AMF on April 30, 2024 under number D.24-0381 (the “2023 Universal Registration Document”); an amendment to the 2023 Universal Registration Document filed with the AMF on July 12, 2024 under number D. 24-0381-A01 (the “Amendment”); and a securities note (including the summary of the Prospectus) dated July 12, 2024 (the “Securities Note”). The Prospectus is available on the AMF website (www.amf-france.org) and on the Company's website (https://www.affluentmedical.com). Copies of the Prospectus are available free of charge at the Company’s registered office at 320 avenue Archimède - Les pléiades III Bâtiment B - 13100 Aix-en-Provence. The AMF’s approval of the Prospectus should not be considered as a favourable opinion on the new shares issued as part of the Capital Increase and admitted to trading on the Euronext Paris regulated market. Investors’ attention is drawn to the risk factors referred to in Chapter 3, “Risk Factors”, of the 2023 Universal Registration Document as updated in section 2, “Risk Factors”, of the Amendment and the risk factors relating to the transaction or financial securities referred to in section 2, “Risk Factors”, of the Securities Note. The occurrence of some or all of these risks may have an adverse impact on the Group’s business, financial position, results or ability to achieve its targets. About Affluent Medical Affluent Medical is a French MedTech company, founded by Truffle Capital, with the ambition to become a global leader in the treatment of structural heart diseases, one of the world's leading cause of mortality, and urinary incontinence, which currently affects one in four adults. Affluent Medical develops next-generation, minimally invasive, innovative, adjustable, and biomimetic implants to restore critical physiological functions. The product candidates developed by the Company are all currently in ongoing human clinical studies. Subject to raising the necessary funds to finance its strategy and to positive results from ongoing clinical studies, the Company's ambition is to gradually commercialize its products in 2026, directly or indirectly. For more information, visit www.affluentmedical.com Contacts: Disclaimer This press release does not constitute and may not be considered a public offer, purchase offer or subscription offer or as intended to solicit public interest for the purposes of a public offering. No communication or information relating to this transaction or to AFFLUENT MEDICAL may be distributed to the public in any country in which registration or approval requirements must be satisfied. No steps have been taken (or will be taken) in any country where such steps are required. The purchase of AFFLUENT MEDICAL shares may be subject to specific legal or regulatory restrictions in certain countries. AFFLUENT MEDICAL assumes no liability for any breach by any person of these restrictions. This press release constitutes a promotional communication and not a prospectus within the meaning of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation"). In France, an offer to the public of transferable securities may only be made by virtue of a prospectus approved by the AMF. For EEA Member States other than France (the "Member States") no action has been or will be taken to enable a public share offering that may require a prospectus to be published in one of these Member States. Consequently, the securities cannot be offered and shall not be offered in any Member State (other than France), except in accordance with the exceptions provided for in Article 1(4) of the Prospectus Regulation or in other cases that do not require AFFLUENT MEDICAL to publish a prospectus under the Prospectus Regulation and/or the regulations applicable in those Member States. This press release does not constitute an offer of shares to the public in the United Kingdom. This press release does not constitute an offer of securities or any solicitation to buy or subscribe for securities in the United States or in any other country (other than France). Securities may only be offered for sale, subscribed for or sold in the United States following registration under the terms of the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"), or within the framework of an exemption from registration. AFFLUENT MEDICAL's shares have not been and will not be registered under the U.S. Securities Act and AFFLUENT MEDICAL does not intend to make any public offering of its securities in the United States. This press release contains information on AFFLUENT MEDICAL’s objectives and forward-looking statements. This information does not constitute historical data and should not be construed as a guarantee that the facts and data stated shall occur. This information is based on data, assumptions and estimates considered as reasonable by AFFLUENT MEDICAL. As AFFLUENT MEDICAL operates in a competitive and rapidly changing environment, it is unable to anticipate all the risks, uncertainties, or other factors likely to affect its business, their potential impact on its business, or to what extent the materialization of a risk or combination of risks could have results significantly different from those mentioned in any forward-looking information. The information contained herein is provided solely as of the date of this press release. AFFLUENT MEDICAL makes no commitment to publish updates to this information or the assumptions on which it is based, with the exception of any legal or regulatory obligation incumbent upon it. The distribution of this press release in certain countries may constitute a breach of local laws and regulations. The information contained in this press release does not constitute an offer of securities in the United States, Canada, Australia, or Japan. This document may not be published, transmitted, or distributed either directly or indirectly in the territory of the United States of America, Canada, Australia, or Japan. [1] See the Company's press release dated July 12, 2024. [2] See the Company's press release dated April 25, 2024.
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