Following the registering, by the Autorité des Marchés Financiers (AMF), the French stock market authority, of its Document de base registration document on 21 May 2010 under reference number I.10-037, CARMAT, the designer and developer of the world’s most advanced total artificial heart, announces that on 14 June 2010 the Prospectus relating to its IPO on the Alternext of NYSE-Euronext Paris received AMF visa n°10-180.
The Offering and the listing of the Company’s shares on the Alternext of NYSE-Euronext Paris market aim to provide the Company with additional means to finance the development of it’s total artificial heart, and in particular:
- the finalisation of pre-clinical testing of the total artificial heart (in vitro validation tests and biological tests) including the manufacturing and assembly of some forty devices;
- the first clinical trials of the CARMAT total artificial heart in humans, which should take place from the fourth quarter of 2011.
Structure of the offering
The shares offered will be issued within the framework of a Global Offering (the "Offering") consisting of:
- a public offering in France in the form of an Open-Price Offer, aimed at individuals (the "OPO");
- a Global Placement aimed at institutional investors (the "Global Placement"), including:
- a public offering in France;
- an international private placement in certain countries, excluding the United States, Canada, Japan and Australia.
Terms of the offering
Capital increase: €5.0 million via the issuance of 800,000 new shares within the framework of a capital increase in cash via a public offering representing 22.15% of the Company’s capital and voting rights following the capital increase.
Extension Clause: a maximum of 120,000 additional new shares.
Overallotment Option: a maximum of 138,000 additional new shares.
Indicative price range: €7.35 to €20.15 per share. 2
Gross proceeds from the issue: €15.0 million, which could be increased to €17.3 million should the entire Extension Clause be exercised and to €19.8 million should the entire Extension Clause and entire Overallotment Option both be exercised (based on the mean price range value of €18.75).
Subscription agreement: EADS group, one of the Company’s founding shareholders, has irrevocably pledged to subscribe, within the framework of the Global Placement, up to €5.0 million of new shares issued within the framework of the IPO within the price bracket of between €17.35 and €20.15 per share, a total that will be reduced and limited to the number of shares required for the total number of shares subscribed to within the framework of the IPO to represent 75% of the initial number of shares initially offered, i.e. 600,000 New Shares.
Lock-up agreements: for the Company, from the date of the offering and for a period expiring 180 days after the date of the first listing of the Company’s shares on the Alternext of NYSE-Euronext Paris.
All of the Company’s current shareholders and holders of marketable securities have pledged to keep 100% of their shares for at least 180 calendar days from the date of the first listing of the Company’s shares on the Alternext of NYSE-Euronext Paris, 70% of these shares for 270 calendar days from the date of the first listing of the Company’s shares on the Alternext of NYSE-Euronext Paris, and 50% of these shares for 360 calendar days from the date of the first listing of the Company’s shares on the Alternext of NYSE-Euronext Paris.
ISIN code: FR0010907956 – Ticker: ALCAR
Projected timeline of the operation
14 June 2010
|
AMF visa for the Prospectus |
15 June 2010 |
Press release announcing the operation NYSE-Euronext publishes the notice relating to the opening of the OPO Opening of the OPO and the Global Placement |
6 July 2010 |
Closing of the OPO at 6 pm CET for subscriptions Closing of the Global Placement at 6 pm CET (unless early close) |
7 July 2010 |
Fixing of the Price of the Offering and possible exercising of the Extension Clause NYSE-Euronext memo relating to the result of the OPO and Global Placement Press release indicating the Price of the Offering and the result Listing of the Company’s shares starts on the Alternext of NYSE-Euronext Paris |
12 July 2010 |
Settlement-delivery of shares within the framework of the OPO and Global Placement |
13 July 2010 |
Trading in the Company’s shares starts on the Alternext of NYSE-Euronext Paris market |
5 August 2010 |
Latest date for exercising the Overallotment Option End of the possible stabilisation period |