Theraclion launches 9.63 million capital raise, with shareholders preferential subscription rights

Transcription

1 Theraclion launches 9.63 million capital raise, with shareholders preferential subscription rights Subscription ratio: 1 new share for every 3 existing shares Subscription price: 5.98 per new share Subscription period: July 26 th, 2016 to August 5th, 2016 inclusive Subscription undertakings from several investors covering 71.7% of the capital increase Malakoff July 23 th, 2016 Theraclion (Alternext, FR ALTHE, eligible for PEA PME plans), a company specialising in leading-edge medical equipment for echotherapy, today announced that it is initiating a capital increase with preferential subscription rights intended to raise a gross amount of 9.63 million, and up to million if the extension option is fully exercised. "After a very strong first half of 2016 in which we signed five commercial agreements, achieved almost full coverage of Germany with echotherapy centres and established a key initial centre in Asia at the Queen Mary Hospital in Hong Kong, this rights issue will enable us to continue implementing our international expansion strategy," said David Caumartin, CEO of Theraclion. The terms of the rights issue are described in the prospectus (includes Theraclion's 2015 Registration Document (the Registration Document ) and the Transaction Memorandum), which was approved by the French Financial Markets Authority (the AMF ) under visa no on July 22th, The capital increase will enable the Company to strengthen its financial position, finance its current expenditures (lack of working capital requirement of 3.2 million) and obtain additional resources to finance its operations, and in particular: Continue developing a sustainable and profitable business in its current markets. The Company will build on its current expansion in Germany and the significant growth in thyroid treatment volumes by rolling out its business in other countries covered by the CE Mark, particularly Italy and the UK, along with South Korea. Conduct clinical trials to access new markets. o o These include the U.S., the world's largest market, where 500,000 surgical procedures are performed for current indications each year and where the Company intends to file for FDA approval of a pivotal trial in in China (2 million surgical procedures per year for current indications), where discussions are underway with a Chinese partner. Perform enabling work to potentially extend indications to cover breast and thyroid cancer. Page 1 of 7

2 These three key objectives for the Company's development with relatively limited investment and their scale can easily be adjusted according to the circumstances. At 30 June 2016, the Group had 2.0 million of cash and cash equivalents. Given developments in its expenditure and growth prospects, the Group estimates its cash burn over the next 12 months at 4.8 million, i.e. an average of 0.4 million per month. That results in a working capital requirement of 3.2 million between now and mid-july As a result, excluding the proceeds from the present offering, the Company does not have the funds needed to meet its obligations over the next 12 months and believes that in the absence of new financing, it only has sufficient cash to fund operations through January The Group is planning to raise a gross amount of 9.63 million through the present offering, i.e. around 9.17 million net. If that financing is obtained successfully, the Group estimates that it will have sufficient cash at least for the next 12 months, i.e. until the end of July Main terms of the rights issue Pursuant to the authorization of the shareholders at their general meeting of 12 May 2016, under the 12th resolution, Theraclion will issue 1,610,257 new shares at a price of 5.98 per new share, with the possibility of increasing the number of shares issued to 1,851,795 if the extension option is fully exercised. The gross proceeds of the issue are estimated at 9.63 million, which may be increased to million if the extension option is fully exercised. Each shareholder in France and abroad will receive one preferential subscription right ( PSR ) for every share held at the end of the stock market trading session on 25 July Holders of PSRs will be able to either exercise or dispose of them, in part or in whole. For every three PSRs, holders will be irrevocably entitled to subscribe 1 new share, not subject to reduction ( à titre irréductible ) at a price of 5.98 per new share. Shareholders will also be able to subscribe additional new shares, although that entitlement will be subject to reduction ( à titre réductible ). Any new shares not subscribed through irrevocable entitlement will be distributed and allocated among shareholders who have subscribed to shares by entitlement subject to reduction. The subscription price of 5.98 reflects a discount of 21.2% to the closing share price on 18 July 2016 ( 7.59). The theoretical value of a PSR is around The subscription period will run from 26 July 2016 to 5 August During the subscription period, preferential subscription rights will be listed and tradable on Alternext Paris (ISIN: FR ). The offer will be open to the public in France only. Settlement is expected to take place on 22 August 2016 and the new shares will be available for trading on Alternext Paris on 23 August The new shares will Page 2 of 7

3 be immediately assimilated with the existing shares. They will be listed on the same listing line as the existing shares on Alternext Paris (ISIN: FR ). Indicative timetable 06 July The board of directors meets to (i) adopt the principle of the rights issue, (ii) delegate powers to the CEO to decide to launch the rights issue, determine the final characteristics of the transaction and record the completion of the rights issue and (iii) determine the terms and conditions of the delegation of powers. 08 July The Registration Document is registered. 18 July The CEO (i) decides to carry out the rights issue and (ii) determines the final characteristics of the rights issue (subscription period, issue price etc.). 22 July The AMF approves the Prospectus (includes the Registration Document and the Transaction Memorandum). A notice is published in the BALO(*) regarding the suspension of the right to exercise share allotment rights attached to share warrants and founder share warrants. 25 July The Company issues a press release describing the main characteristics of the rights issue and the arrangements for distributing the Prospectus. Euronext Paris publishes the issue notice. 26 July The subscription period begins Preferential subscription rights are detached and trading in them begins on Alternext Paris. 29 July The suspension of the right to exercise share warrants and founder share warrants begins (*). 05 August The subscription period ends The listing period for preferential subscription rights comes to an end. 10 August Deadline for financial institutions to submit subscription applications (by irrevocable entitlement and entitlement subject to reduction) to the centralising agent before midday. 12 August Centralised results of subscriptions resulting from the exercise of preferential subscription rights by irrevocable entitlement are sent. The CEO makes a decision whether or not to use the extension option or to allocate nonsubscribed shares. Page 3 of 7

4 18 August The Company issues a press release announcing the result of subscriptions to the rights issue. Euronext Paris publishes the listing notice for the new shares, stating the final amount of the rights issue and the allotment of shares to those applying through entitlement subject to reduction. 22 August The New Shares are issued - Settlement of shares subscribed in the rights issue takes place. 23 August The new shares are listed for trading on Alternext Paris. The ability to exercise share allotment rights attached to share warrants and founder share warrants resumes. (*) Notice published in the BALO on 22 July 2016, effective from 29 July. However, the Company has obtained assurances from holders of share warrants and founder share warrants exercisable on the date of this transaction memorandum that they will not or cannot exercise their warrants from the date the AMF approved the transaction memorandum until the end of the subscription period. Subscription undertakings and intentions The Company's historic investors and other shareholders (the "investors") have undertaken to subscribe 6,908, as part of the present rights issue, representing around 71.7% of the shares offered. The table below provides details about the amount, number of shares and percentage of new shares based on a fully subscribed 9.6 million rights issue. Investors Number of shares Amount ( ) % of New Shares (based on a fully subscribed transaction) Historic investors Truffle Capital 83, , % Furui Medical Science 879,000 5,256, % Natixis AM 109, , % Aviva 50, , % Other shareholders 33, , % Total 1,155,225 6,908, % Guarantee The Issue is not subject to a guarantee within the meaning of article L of the French Commercial Code. Page 4 of 7

5 However, subscription undertakings have been made representing approximately 71.7% of the number of shares offered. Financial intermediaries Lead Manager About Theraclion Theraclion is a French company specializing in high-tech medical equipment using therapeutic ultrasound. Drawing on leading-edge technologies, Theraclion has designed and manufactured an innovative solution for echotherapy, the Echopulse, allowing non-invasive tumor treatment through ultrasound-guided high-intensity focused ultrasound. Theraclion is ISO certified and has received the CE mark for noninvasive ablation of breast fibroadenomas and thyroid nodules. Based in Malakoff, near Paris, France Theraclion has brought together a team of 34 people, 50% of whom are dedicated to R&D and clinical trials. For more information, please visit Theraclion s website: Public information A prospectus approved by the AMF on July 22 nd 2016 under visa no , includes the Registration Document registered on 8 July 2016 under no. R and the Transaction Memorandum (including a summary), is available free of charge from Theraclion, and on the websites of Theraclion ( and the AMF ( For a description of the risks and uncertainties that could affect the results, financial position, performance and achievements of Theraclion, and of the risks relating to the transaction, please see the "Risk Factors" sections of the Registration Document registered with the AMF and the Transaction Memorandum approved by the AMF, which are available on the websites of Theraclion ( and the AMF ( Page 5 of 7

6 Disclaimer This press release and the information contained herein do not constitute either an offer to sell or purchase or the solicitation of an offer to sell or purchase the Company's new shares or preferential subscription rights, in any country whatsoever. In France, these new shares or preferential subscription rights may not be offered absent a prospectus approved by the AMF. The diffusion of this press release in some jurisdictions may constitute a violation of applicable laws and regulations. People physically present in these jurisdictions in which this press release is distributed shall get informed about such restrictions and comply with them. With respect to each Member State of the European Economic Area other than France (the Member State ) which has implemented the directive 2003/71/EC, as amended, in particular by Directive 2010/73/EU and to the extent implemented in the Member State, (the Prospectus Directive ), no action has been undertaken or will be undertaken to make an offer to the public of new shares or preferential subscription rights requiring a publication of a prospectus in any Member State. As a result, new shares or preferential subscription rights may only be offered in Member States pursuant to an exemption under the Prospectus Directive. Securities mentioned in this press release may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Theraclion does not intend to register any portion of the planned offer in the United States of America or to conduct a public offering of securities in the United States of America. This press release does not contain or constitute an invitation, inducement or solicitation to invest in the United Kingdom. This press release is directed only at and is for distribution only to persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Order ), (iii) are persons falling within Article 49(2)(a) to (d) ( high net worth companies, unincorporated associations etc. ) of the Order or (iv) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning 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 in (i), (ii), (iii) and (iv) together being referred to as Relevant Persons ). Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This press release may not be published, distributed or diffused, directly or indirectly, in the United States of America, Canada, Australia, or Japan. Theraclion is listed on Alternext Paris PEA-PME eligible Mnemonic: ALTHE - ISIN Code: FR Page 6 of 7

7 Contact: Theraclion NewCap David Caumartin Financial Communication and Relations Chief Executive Officer Emmanuel Huynh / Valentine Brouchot Tel.: +33 (0) Tel.: +33 (0) david.caumartin@theraclion.com theraclion@newcap.eu Kalima Press Relations Estelle Reine-Adélaïde / Florence Calba Tel.: + 33 (0) Page 7 of 7