05.10.2015 18:35:00
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EOS imaging Launches a Private Placement of c. €8 Million
Regulatory News:
Not for release, publication or distribution, directly or indirectly,
in the USA, Canada, Australia or Japan.
This press release
is not intended as an offer, and is for information purposes only.
EOS Imaging (Paris:EOSI) (Euronext, FR0011191766 – EOSI - Eligible for PEA-PME savings schemes in France), (the « Company »), the pioneer in 2D/3D orthopaedic medical imaging, announced today the launch of a capital increase without preferential subscription rights in favour of qualified investors, in accordance with the 11th and 12th resolutions of the shareholder’s general meeting held on June 17th 2015. The operation amounts to c. €8m, within the limit of 10% of the share capital, i.e. a maximum of 1,789,909 new shares to be issued. Application will be made for the new shares to be admitted on trading on Euronext Paris.
Funds will be raised from domestic and international qualified investors notably excluding Canada, Australia and Japan, pursuant to Article L. 411-2 II of the French Monetary and Financial Code (Code monétaire et financier) (the "Private Placement”). They will be used by EOS imaging to seize new growth opportunities.
Bpifrance has undertaken to subscribe to the capital increase, under certain conditions, for an amount corresponding to 40% of the total raised amount, within the limit of €4m.
In accordance with the 12th resolution of the shareholder’s general meeting held on June 17th 2015, the issue price of the new shares will be at least equal to the volume weighted average share price of the Company on the regulated market of Euronext Paris over the last ten trading sessions prior to the setting of the issue price, which may be reduced by a discount of at most 20%.
Marie Meynadier, CEO of EOS imaging, comments: "This private placement will allow the company to pursue new growth opportunities, especially regarding service offers which are adjacent to our orthopaedic imaging core product. We are very pleased to benefit from the commitment and participation of Bpifrance, who supports the implementation of our strategy as a key shareholder.”
Within the framework of the Private Placement, the Company has entered into a 90-day lock-up agreement from the settlement-delivery date. The Company’s main shareholders (Bpifrance, EDRIP and NBGI) have also signed a lock-up agreement with regard to the Company’s shares during the 90 days that follow the Private Placement’s settlement-delivery date. This agreement may be waived by the Global Coordinator and Joint-Lead Manager.
The Private Placement is being conducted by Société Générale Corporate & Investment Banking acting as Global Coordinator and Joint-Lead Manager and by Gilbert Dupont acting as Joint-Lead Manager.
The final terms of the Private Placement will be announced as soon as possible.
For more information, please visit 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 listed on Compartment C of Euronext Paris
ISIN: FR0011191766 – Ticker: EOSI
Next press release: revenue for the 3rd quarter of 2015, on October 21, 2015 (after market).
About EOS imaging
EOS imaging designs, develops, and markets
EOS®, an innovative medical imaging system dedicated to osteoarticular
pathologies and orthopaedics, as well as associated solutions. The
Company is authorized to market in 48 countries, including the United
States (FDA), Japan and the European Union (EC). The Group posted 2014
revenues of €20.1 million and employs 107 people including an R&D team
of 39 engineers. The Group is based in Paris and has five subsidiaries
in Besançon (France), Cambridge (Massachusetts), Montreal (Canada),
Frankfurt (Germany) and Singapore.
This document does not, and shall not, in any circumstances, constitute a public offering nor an invitation in any jurisdiction in connection with any offer.
This document does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in France. The securities referred to herein may not be and will not be offered or sold to the public in France except to qualified investors ("investisseurs qualifiés") and/or to a limited group of investors ("cercle restreint d’investisseurs") acting for their own account, as defined 3 in, and in accordance with Articles L. 411-2 and D. 411-1 to D. 411-3 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 section 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 has been prepared on the basis that any offer of the new shares in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this document may only do so in circumstances in which no obligation arises for the Company or any of the financial intermediaries to publish a prospectus pursuant to Article 3 of the Prospectus Directive, as amended by the Amending Prospectus Directive (2010/73/UE) in relation to such offer. Neither the Company nor the financial intermediaries have authorized, nor do they authorize, the making of any offer of the new shares in circumstances in which an obligation arises for the Company or any of the financial intermediaries to publish prospectus for such offer. This document is an advertisement and not a prospectus for the purposes of applicable measures implementing Directive 2003/71/EC.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
These materials are not for distribution in the United States, Canada, Japan or Australia. The information in these materials does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151005006381/en/
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