Regulatory News:
EOS imaging (Paris:EOSI) (Euronext, FR0011191766 EOSI), (the "Company"), pioneer in 2D/3D orthopaedic medical imaging, today announced the completion of a private placement in favour of domestic and international investors conducted by way of an accelerated bookbuild offering. The Company has placed 1,868,000 new shares at a nominal value of €0.01, for a price of €4.20 each, issue premium included, which amounts to a total amount of c. €7.8m representing approximately 9.2% of the Company's share capital. Bpifrance Participations, which has undertaken to participate in the transaction, was able to increase its holding to 10.02% of the share capital by subscription of c. 1.7m.
On an illustrative basis, a shareholder holding 1% of EOS imaging's capital before the offering will now hold a stake of 0.92%.
The net proceeds of the offering will be used by EOS imaging to strengthen its capital, in particular to finance investments in product design and industrial processes, aimed at improving the company's operating profitability. Marie Meynadier, CEO of EOS imaging, comments: "I would like to thank our investors in the financing, including lead investor Bpifrance Participations, for their confidence in the Company. This financing strengthens our shareholder base and cash position, which will allow us to accelerate our strategic investments in the business aimed at improving profitability while also sustaining our strong growth trajectory."
The operation was carried out following the decision adopted by the Board meeting of April 20th 2017 and the CEO's decision as of April 20th 2017 in accordance with the 11th and 12th resolutions of the shareholder's extraordinary general meeting held on June 17th 2015 and at a negotiated price representing a discount of 4.55% from the closing price on April 20th 2017 and 11.23% from the volume weighted average share price of the Company's shares on the regulated market of Euronext Paris over the last 10 trading days prior to the launch of the operation.
The capital increase was carried out via the issuance of ordinary shares without pre-emptive rights through a private placement amongst qualified investors in accordance with Articles L.225-136 of the French Commercial Code (Code de commerce) and L.411-2 II of the French Monetary and Financial Code (Code monétaire et financier) (the "Private Placement"). Settlement of the new shares issued in the context of the Private Placement and the new shares' admission to trading on Euronext Paris is expected to occur on 25th April 2017. The new shares will be admitted to trading on the Euronext regulated market in Paris under ISIN FR0011191766 EOSI. EOS imaging's share capital will consist of 22,261,027 shares following the settlement-delivery.
In the context of the Private Placement, the Company has entered into a 90-day restriction agreement from the settlement-delivery date. Bpifrance Participations has signed a lock-up agreement with regard to the Company's shares held during the 90 days that follow the Private Placement's settlement-delivery date. This agreement may be waived by the Lead Manager and Bookrunner.
This transaction is not subject to the publication of a prospectus requiring a visa from the AMF (Autorité des Marchés Financiers, the French financial markets authority). Detailed information about EOS imaging, notably regarding its activity, results and related risk factors, are laid out in the Company's registration document registered with the AMF on June 29th 2016 under reference number R.16-061, and can be found, along with other regulated information and all of the Company's press releases, on EOS imaging website (www.eos-imaging.com).
EOS imaging has been chosen to be included in the new EnterNext© PEA-PME 150 index, composed of 150 French companies and listed on Euronext and Alternext markets in Paris.
EOS imaging is an "Entreprise Innovante" (innovative business) for the FCPI Bpifrance Financement.
EOS imaging is listed on Compartment C of Euronext Paris
ISIN: FR0011191766 Ticker: EOSI
About EOS imaging
EOS imaging Group designs, develops, and markets EOS, an innovative medical imaging system dedicated to osteoarticular pathologies and orthopaedics, as well as associated solutions. The Group is authorized to market in 51 countries, including the United States (FDA), Japan and the European Union (EC). The Group posted 2016 revenues of €30.8 million and employs 129 people at December 2016, including an R&D team of 43 engineers. The Group is based in Paris and has five subsidiaries in Besançon (France), Cambridge (Massachusetts), Montreal (Canada), Frankfurt (Germany) and Singapore.
Disclaimer
This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to solicit the interest of the public in France, the United States, or in any other jurisdiction, in connection with any offer.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
This announcement is not an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (the "Prospectus Directive
With respect to the member States of the European Economic Area, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State. As a result, the securities may not and will not be offered in any relevant member State except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member State.
This document does not constitute an offer to the public in France and the securities referred to in this document can only be offered or sold in France pursuant to article L. 411-2-II of the French Monetary and Financial Code to (i) providers of third party portfolio management investment services, (ii) qualified investors (investisseurs qualifiés) acting for their own account and/or (iii) a limited group of investors (cercle restreint d'investisseurs) acting for their own account, all as defined in and in accordance with articles L. 411-1, L. 411-2 and D. 411-1 to D. 411-4 and D. 754-1 and D. 764-1 of the French Monetary and Financial Code.
This document is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This document may not be distributed, directly or indirectly, in or into the United States. This document does 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 such offer may be restricted. The securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or an applicable exemption from registration requirements under the Securities Act. The shares of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offering of the securities in the United States.
The Lead Manager and Bookrunner in connection with the Private Placement is acting solely for the Company in relation to the placing, and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in connection with the matters contained in this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Lead Manager and Bookrunner or by any of its affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Not for release, publication or distribution, directly or indirectly, in the United States, Canada, Australia or Japan. This press release is not intended as an offer, and is for information purposes only.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170420006695/en/
Contacts:
EOS imaging
Anne Renevot
CFO
Ph: +33 (0)1 55 25 61 24
investors@eos-imaging.com
or
NewCap
Financial communication and investor relations
Pierre Laurent Valentine Brouchot
Ph: +33 (0)1 44 71 94 96
eosimaging@newcap.eu
or
Press Relations
Annie-Florence Loyer
Ph: +33(0)1 44 71 00 12 +33 (6) 88 20 35 59
afloyer@newcap.fr