22.07.2013 18:38:00

MEMSCAP: Success of the €1.2 M Rights Issue with Preferential Subscription Rights

Regulatory News :

MEMSCAP (Paris:MEMS) (NYSE Euronext: MEMS), the leading provider of innovative solutions based on MEMS (micro-electro-mechanical systems) technology, announces today the success of its capital increase with preferential subscription rights (PSRs) for existing shareholders which was launched on June 28, 2013 and ran through July 15, 2013 (End of the subscription period).

The total demand related to the rights issue amounted to 1,020,530 shares (compare to 758,876 shares initially offered before the triggering of the extension clause), representing an over-subscription of 134% and a total demand of 1,408,331 euros.

Due to this high demand, MEMSCAP’s board of directors decided to exercise the extension clause in full, bringing the total number of shares to be issued to 872,707 and the final proceeds of the rights issue to 1,204,336 euros.

The exercise of irreducible preferential subscription rights covered 550,960 new shares, representing 73% of the 758,876 shares initially offered before the exercise of the extension clause. Subscriptions for 469,570 shares on a reducible basis were received and will therefore be only partially satisfied by the issue of 321,747 new shares.

MEMSCAP’s board of directors as well as the management team would like to thank their shareholders for their loyalty and their confidence that made this rights issue successful. The proceeds of this capital increase will be used:

  • Mainly to finance the growth of the "Mass Market” activity and the related working capital increase;
  • To strengthen the financial structure of the Company.

Issuance, settlement and delivery, and start of trading in new shares on NYSE-Euronext Paris will take place on July 26, 2013. New shares will be traded on the same quotation line as the existing shares under the same code (ISIN: FR0010298620). From July 26, 2013, the total number of shares constituting MEMSCAP’s capital will thus be increased to 6,943,718.

* * *

Availability of the Prospectus

Copies of the prospectus, consisting of the Registration Document filed with the Autorité des Marchés Financiers (the "AMF”, the French Financial Markets Authority) under number R.13-035 on June 25, 2013 and the Securities Note ("Note d’opération”) registered under n°13-309 on June 27, 2013, are available without charge and on demand from MEMSCAP, Parc Activillage des Fontaines, Bernin, 38926 Crolles cedex and on the websites of the AMF (www.amf-france.org) and Memscap (www.memscap.com). Members of the public are invited to consider the sections headed "Risk Factors” in the prospectus as approved by the Autorité des Marchés Financiers. These risk factors are described in Section 4 of the Registration Document and Section 2 in the Securities Note.

About MEMSCAP

MEMSCAP is the leading provider of innovative micro-electro-mechanical systems (MEMS)-based solutions. MEMSCAP standard and custom products and solutions include components, component designs (IP), manufacturing and related services. MEMSCAP customers include Fortune 500 businesses, major research institutes and universities. The company's shares are traded on the Eurolist of NYSE Euronext Paris S.A (ISIN: FR0010298620-MEMS) and belong to the CAC small, CAC Mid & Small, CAC All-Tradable and CAC All-Share indexes. More information on the company's products and services can be obtained at www.memscap.com.

This press release and the information contained herein does not constitute or form part of, and should not be constituted as, an offer or invitation to sell or subscribe for, or a solicitation of any offer or invitation to acquire, dispose of or subscribe for, shares in MEMSCAP ("the Company") in any country. The publication of this press release in certain countries may violate applicable regulations. With respect to the member states of the European Economic Area which have implemented the Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003 (the "Prospectus Directive”), other than France, 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 (other than France). As a result, the securities may not and will not be offered in any relevant member state (other than France) except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, if they have been implemented in that relevant member state, or under any other circumstances which do not require the publication by MEMSCAP of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member state. The information contained therein does not constitute an offer for securities in the United States, Canada, Australia or Japan or in any other jurisdiction. This press release should not be published, transmitted or distributed, directly or indirectly, into the United States, Canada, Australia or Japan. This press release is not an offer for sale or a solicitation of offers to purchase MEMSCAP securities in the United States. The securities of MEMSCAP may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. MEMSCAP does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. This press release does not constitute an invitation or inducement to engage in investment activity under section 21 of the Financial Services and Markets Act 2000 and is for distribution only to persons who (A) are outside the United Kingdom, or (B) are qualified investors as described in section 86(7) of the Financial Services and Markets Act 2000 (being persons falling within Article 2.1(e)(i), (ii) or (iii) of Directive 2003/71/EC) and (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Order, or (iii) to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). This press release 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 press release relates is available only to relevant persons. This press release contains forward-looking statements. No guarantee can be given as to any of the events anticipated by the forward-looking statements, which are subject to inherent risks, including those described in the Document de Référence registered with the Autorité des Marchés Financiers under number R.11-066 on November 25, 2011 and the Note d’Opération that was approved by the Autorité des Marchés Financiers on January 11, 2012, changes in economic conditions, the financial markets or the markets in which MEMSCAP operates.

Not for publication, distribution or dissemination, directly or indirectly, in the United States, Canada, Australia or Japan.

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