Affluent Medical announces the availability of a prospectus for the
admission to trading of 6,190,831 shares issued as part of a capital increase
without preferential subscription rights in favour of
EQS-News: Affluent Medical SA / Key word(s): Capital Increase
Affluent Medical announces the availability of a prospectus for the
admission to trading of 6,190,831 shares issued as part of a capital
increase without preferential subscription rights in favour of
15.07.2024 / 07:45 CET/CEST
The issuer is solely responsible for the content of this announcement.
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PRESS RELEASE
Affluent Medical announces the availability of a prospectus for the
admission to trading of 6,190,831 shares issued as part of a capital
increase without preferential subscription rights in favour of 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
EUR8,543,346.78 , at a subscription price of EUR1.38 (including EUR0.10 nominal
value and EUR1.28 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 EUR5
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 EUR0.10 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):
Share- Di- Distributi-
holde- st- on of
rs ri- share
bu- capital
ti- and voting
on rights on
of a diluted
sh- basis (6)
ar-
e
ca-
pi-
ta-
l
an-
d
vo-
ti-
ng
ri-
gh-
ts
on
a
no-
n--
di-
lu-
te-
d
ba-
si-
s
Numbe- % Number of % of Nu- % of share Number of % of
r of of voting voting mb- capital voting voting
share- sh- rights(5) rights er rights(5) rights
s ar- of
e sh-
ca- ar-
pi- es
ta-
l
Truff- 23- 60.33% 35,565- 64- 24,528,379 54.45% 36,361,132 5-
le ,7- ,753 .2- 9-
Capit- 33- 7% .-
al ,0- 5-
manag- 00 6-
ed %
funds
and
holdi-
ng
compa-
nies(-
1)
LCEA 3,- 9.52% 3,746,- 6.- 4,142,004 9.19% 4,142,004 6-
74- 240 77- .-
6,- % 7-
24- 8-
0 %
Edwar- 3,- 9.21% 3,623,- 6.- 3,623,188 8.04% 3,623,188 5-
ds 62- 188 55- .-
Lifes- 3,- % 9-
cienc- 18- 3-
es 8 %
Ginko 60- 1.54% 988,73- 1.- 605,546 1.34% 988,737 1-
Inves- 5,- 7 79- .-
t(2) 54- % 6-
6 2-
%
Hayk 18- 0.48% 187,03- 0.- 187,038 0.42% 187,038 0-
Holdi- 7,- 8 34- .-
ng(2) 03- % 3-
8 1-
%
Denos 18- 0.46% 181,66- 0.- 181,666 0.40% 181,666 0-
SA(2) 1,- 6 33- .-
66- % 3-
6 0-
%
Other 3,- 9.73% 7,483,- 13- 3,826,371 8.49% 7,483,922 1-
finan- 82- 922 .5- 2-
cial 6,- 2% .-
inves- 37- 2-
tors(- 1 6-
3) %
Co-fo- 53- 0.14% 87,790 0.- 1,487,759 3.30% 1,521,714 2-
under- ,8- 16- .-
s, 35 % 4-
senio- 9-
r %
manag-
ers
and
membe-
rs of
the
Board
of
Direc-
tors,
the
Advis-
ory
Board
and
of
the
Commi-
ttees-
(4)
Treas- 12- 0.32% - 0.- 125,902 0.28% - 0-
ury 5,- 00- .-
stock 90- % 0-
2 0-
%
Emplo- 37- 0.09% 37,347 0.- 1,996,698 4.43% 1,996,698 3-
yees ,3- 07- .-
47 % 2-
7-
%
Free 3,- 8.18% 3,438,- 6.- 4,345,946 9.65% 4,568,416 7-
float 21- 861 21- .-
6,- % 4-
39- 8-
1 %
TOTAL 39- 100.00% 55,340- 10- 45,050,497 100.00% 61,054,515 1-
,3- ,542 0.- 0-
36- 00- 0-
,5- % .-
24 0-
0-
%
(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 n14, FCPI UFF Innovation
n17, 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:
i. 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");
ii. 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
iii. 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:
AFFLUENT MEDICAL Sébastien LADET SEITOSEI.ACTIFIN Financial
Chief Executive Officer communications / press relations
(1)investor@affluentmedical.com Ghislaine GASPARETTO / Jennifer
1. JULLIA +33 (0)6 21 10 49 24 / +33
mailto:investor@affluentmedical. (0)1 56 88 11 19
com (1)ghislaine.gasparetto@seitosei-ac
tifin.com /
(2)jennifer.jullia@seitosei-actifin
.com 1.
mailto:ghislaine.gasparetto@seitose
i-actifin.com 2.
mailto:jennifer.jullia@seitosei-act
ifin.com
PRIMATICE Media relations France MC SERVICES AG Media relations
Thomas ROBOREL de CLIMENS +33 Europe Caroline BERGMANN / Kirsten
(0)6 78 12 97 95 RÜHL +49 (0)211 529252 20 / +49
(1)thomasdeclimens@primatice.com (0)211 529252 16
1. (1)affluent@mc-services.eu 1.
mailto:thomasdeclimens@primatice mailto:affluent@mc-services.eu
.com
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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15.07.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS
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Language: English
Company: Affluent Medical SA
320 avenue Archimède - Les pléiades III Batiment B
13100 Aix-en-Provence
France
E-mail: affluent@mc-services.eu
Internet: www.affluentmedical.com
ISIN: FR0013333077
EQS News ID: 1945699
End of News EQS News Service
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1945699 15.07.2024 CET/CEST