Eragny-sur-Oise, France, July 26, 2016 – SAFE ORTHOPAEDICS (FR0012452746 – SAFOR), a company offering innovative ranges of sterile implants combined with their single-use instruments for back surgery, announces the issuance, on July 25, 2016, of notes (the “OCAId-2”) with warrants attached (the “BSAId-2” and the the “OCABSAId-2”) subscribed by funds managed by IdInvest Partners.
IdInvest Partners executed in April 2016 a commitment to subscribe to convertible notes with warrants attached and IdInvest Partners complied with this subscription commitment following the June 30, 2016 shareholders meeting. This 500,000 euros issuance shall then be considered as an additional investment of IdInvest Partners.
This issuance corresponds to 349,648 OCABSAId-2 representing a total debt debenture of 499,996.64 euros and reinforces the cash position of Safe Orthopaedics.
Main characteristics of the “OCABSAId-2”
Main terms of the issuance
The OCABSAId-2 have been issued pursuant to the 9th resolution of the June 30, 2016 shareholders’ meeting and reserved to funds managed by IdInvest Partners.
Main characteristics of the OCAId-2
The OCAId-2 have a nominal value of 1.43 euro each (the “Nominale Value”), which represents a total debenture value of 499,996.64 euros.
The OCAId-2 will not be subject to a request for admission to trading on the Euronext Paris market and will therefore not be listed, will have a maturity of eight years as from their issuance date, and will not bear interest.
The OCAId-2 may be converted into new shares at any time at their holder’s discretion. Each OCAId-2 will give right to one new Safe Orthopaedics’ share with a par value of 0.10 euros, issued for 1.43 euro (subject to certain potential adjustments).
Main characteristics of the BSAId-2
One BSAId-2 will be attached to each OCAId-2 and will immediately be detached from the OCAId-2.
The BSAId-2 will not be subject to a request for admission to trading on the Euronext Paris market and will therefore not be listed. They will be exercisable from their issuance date until July 31, 2021 (the “Exercise Period”). The non-exercised BSAId-2 on July 31, 2021 will be considered as null and void.
Each BSAId-2 will give right to its holder, during the Exercise Period, to subscribe to one new Safe Orthopaedics’ share (subject to certain potential adjustments). The exercise price of the BSAId-2 will be equal to 115% of the nominal value of the OCAId-2.
New shares resulting from the conversion of OCAId-2 or the exercise of BSAId-2
New shares issued upon conversion of OCAId-2 or exercise of BSAId-2 will carry immediate and current dividend rights. They will carry the same rights as those attached to the existing ordinary shares of the Company and will be admitted to trading on Euronext Paris market under the same listing line (ISIN FR0012452746).
About Safe Orthopaedics
Founded in 2010, Safe Orthopaedics is a French medical technology company that develops and markets an innovative range of sterile implants and associated single-use surgical instruments, with the aim of facilitating safer, optimized and lower-cost spinal surgery. By avoiding the reuse of surgical instruments, Safe Orthopaedics reduces the risk of infection, avoids the cumbersome and unreliable logistics of instrument sterilization, and limits hospital costs. Protected by 17 patent families, the SteriSpine™ Kits are CE-marked and FDA cleared. The company is based at Eragny-sur-Oise (France), and has 37 employees. For more information, visit: www.SafeOrtho.com
This press release contains information related to the markets where Safe Orthopaedics operates and forward-looking statements. Even though Safe Orthopaedics believes that this information and forward looking statements are based on current plans and forecasts of Safe Orthopaedics, such forward-looking statements are, by their nature, subject to a number of important risks and uncertainties that could cause actual results to differ materially from the plans, objectives and expectations expressed or implied in such forward-looking statements. A full description of the risks and uncertainties that could affect its results, financials, performance or achievements and thus lead to a change from the forward-looking statements, securities can be found in the Safe Orthopaedics’s annual report and half-year report available at its website.
In France, the offer of Safe Orthopaedics shares described above does not constitute a public offering in France, as defined in Article L. 411-1 of the French Monetary and Financial Code.
With respect to Member States of the European Economic Area that have transposed European Directive 2003/71/EC of the European Parliament and European Council (as amended in particular by Directive 2010/73/EU to the extent that the said Directive has been transposed into each Member State of the European Economic Area), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State.
This press release and the information it contains does not, and will not, constitute a public offering to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, shares of Safe Orthopaedics in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. Safe Orthopaedics does not intend to register securities or conduct a public offering in the United States.
This distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
Contacts Safe Orthopaedics
CFO – Tel.: +33 (0)1 34 21 50 00 email@example.com
Julien Perez / Valentine Brouchot
Nicolas Merigeau – Media Relations Tel. : +33 (0)1 44 71 94 94 SafeOrtho@newcap.eu