EOS imaging Raises c. â ¬7.8M in a Private Placement
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
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.
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
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.