24.07.2015 07:30:00
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Amplitude: Partial Exercise of the over-Allotment Option
Regulatory News:
Amplitude Surgical (Paris:AMPLI), a leading French player in the international market for lower limb prostheses (the "Company”), announces today the exercise of the over-allotment option in connection with its initial public offering on the regulated market of Euronext in Paris (Compartment B).
Natixis, acting in the name and on behalf of the Guarantors, exercised the over-allotment option on 1,221,898 additional existing shares sold by Apax Companies and FPCI CIC Mezzanine 2 and Idinvest Private Debt at the offering price of €5.00 per share corresponding to a total amount of approximately €6.1 million.
As a result, the total number of Amplitude Surgical shares offered in the initial public offering increased to 21,221,898 shares, representing approximately 45% of the Company’s share capital, thereby increasing the total offering size to approximately €106.1 million.
Following the initial public offering and the exercise of the over-allotment option, the Company’s share capital will be held as follows:
Shareholders |
Shareholding
after partial exercise of the over-allotment option |
|||
Number of shares |
% of total share |
|||
Olisa (1) | 4,564,825 | 9.73% | ||
Principal executives of the Group (2) | 517,253 | 1.10% | ||
Apax Companies, of which: | 19,799,596 | 42.19% | ||
FPCI Apax France VIII A | 9,447,140 | 20.13% | ||
FPCI Apax France VIII B | 6,298,093 | 13.42% | ||
FPCI Apax ortho | 4,031,518 | 8.59% | ||
MidInvest | 22,845 | 0.05% | ||
FPCI CIC Mezzanine 2 | 440,681 | 0.94% | ||
FPCI Idinvest Private Debt | 385,599 | 0.82% | ||
Public (3) | 21,221,898 | 45.22% | ||
Total | 46,929,852 | 100.00% |
(1) Holding of Olivier Jallabert
(2) Former shareholders of Ortho
Management
(3) To the Company’s knowledge and on the basis of the
crossing of shareholding thresholds reported to the French Autorité
des marchés financiers, "Public” includes in particular the company
Allianz Global Investors GmbH (which declared in a letter dated 30 June
2015 that it holds 6.26% of the share capital and voting rights of the
Company) and the company Aviva Investors Global Services Limited (which
declared in letters dated 1 July 2015 and 2 July 2015 respectively that
it holds 6.54% of the share capital and voting rights of the Company).
In accordance with the provisions of article 631-10 of the General Regulations of the French Autorité des marchés financiers (the "AMF”), Natixis, acting as stabilizing agent on behalf of the Guarantors, declared that:
- It has performed stabilization transactions on Amplitude Surgical shares (ISIN Code : FR0012789667 - Symbol: AMPLI);
- Stabilization began on 26 June 2015;
- The last stabilization transaction took place on 14 July 2015;
- Stabilization transactions were carried out under the following conditions:
Date | Highest price (in €) | Lowest price (in €) | ||
26/06/15 | 5.00 | 4.98 | ||
29/06/15 | 4.90 | 4.74 | ||
30/06/15 | 4.85 | 4.81 | ||
02/07/15 | 4.98 | 4.98 | ||
03/07/15 | 5.00 | 4.95 | ||
06/07/15 | 4.95 | 4.95 | ||
14/07/15 | 4.95 | 4.95 |
Natixis and Oddo acted as Global Coordinators, Joint Lead Managers and Joint Bookrunners (the "Global Coordinators”).
Crédit Agricole Corporate and Investment Bank acted as Joint Lead Manager and Joint Bookrunner (the "Joint Lead Manager and Joint Bookrunner” and together with the Global Coordinators, the "Guarantors”).
Availability of the prospectus - Copies of the French prospectus, consisting of the Registration Document, the Securities Note and a summary of the prospectus (included in the Securities Note), are available free of charge from the Company's head office, as well as on the Company’s website (www.amplitude-surgical.com) and the AMF’s website (www.amf-france.org)
Risk factors - The Company draws the public's attention to the risk factors relating to the Company’s activity described in chapter 4 of the Registration Document, and in particular, the risk mentioned in paragraph 4.3.4 about litigation and to the risk factors relating to the offering described in chapter 2 of the Securities Note.
About Amplitude Surgical
Founded in 1997 in Valence, France,
Amplitude Surgical is a leading French player on the global surgical
technology market for lower-limb orthopedics. Amplitude Surgical
develops and markets high-end products for orthopedic surgery covering
the main disorders affecting the hip, knee and extremities, and notably
foot and ankle surgery. Amplitude Surgical develops, in close
collaboration with surgeons, numerous high value-added innovations in
order to best meet the needs of patients, surgeons and healthcare
facilities. A leading player in France, Amplitude Surgical is developing
abroad through its subsidiaries and a network of exclusive distributors
and agents. Amplitude Surgical operates on the lower-limb market through
the intermediary of its Novastep subsidiaries in France and the United
States. Amplitude Surgical distributes its products in more than 30
countries and had a workforce of 210 staff on December 31, 2014.
Amplitude Surgical recorded revenue of 58.2 million euros for its
financial year ending on June 30, 2014, with average annual growth of
around 15% since 2005 and an average EBITDA margin of more than 20% over
2005-2014.
Disclaimer
This announcement does not, and shall not, in any circumstances constitute a public offering, an offer to purchase nor an invitation to the public in connection with any offer.
Information relating to this transaction or to Amplitude Surgical may not be communicated to the public in a country where there is a registration or approval requirement. No action has been (nor will be) taken in any country (other than France) in which such action would be required. The subscription for or purchase of shares of Amplitude Surgical in certain countries may be subject to specific legal or regulatory restrictions. Amplitude Surgical bears no responsibility for a violation of these restrictions by any individual.
This press release does not constitute a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended, including by the Directive 2010/73/EU, to the extent that this Directive has been implemented in the Member States of the European Economic Area (together the "Prospectus Directive”).
This press release constitutes an information for advertising purposes.
In France, a public offering of securities may only be made pursuant to a prospectus having received the French AMF’s visa. With respect to Member States of the European Economic Area other than France (the "Member States”) which have implemented the Prospectus Directive, no action has been (nor will be) taken to enable a public offering of securities requiring the publication of a prospectus in any of these Member States. As a result, the securities may not and will not be offered in any of the Member States (other than France), except in accordance with the exemptions provided under Article 3(2) of the Prospectus Directive, if they have been implemented in the relevant Member State (s) or under any other circumstances which do not require the publication by Amplitude Surgical of a prospectus pursuant to the Prospectus Directive and/or applicable rules in these Member States.
This press release is not being distributed, nor with the approval of an authorized person pursuant to Article 21(1) of the Financial Services and Markets Act 2000. As a result, this press release is only addressed to and aimed at (i) persons who are outside the United Kingdom; (ii) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; (iii) persons who fall within the provisions of Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Services and Markets Act 2000 (Financial Promotion)Order 2005; or (iv) any other persons to whom this press release may otherwise lawfully be directed (all such persons referred to under (i), (ii), (iii) and (iv) together being referred to as "Authorized Persons"). The securities of Amplitude Surgical are available only to Authorized Persons and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire the securities of Amplitude Surgical may only be directed to or entered into with Authorized Persons. Any person who is not an Authorized Person should not act or rely on this press release or any of its contents. This press release does not constitute an approved prospectus by the Financial Services Authority or by any other regulatory authority in the United Kingdom within the meaning of Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other country (other than France). Securities may only be offered or sold in the United States following registration under the U.S. Securities Act of 1933, as amended (the "Securities Act”), or an exemption from registration. The shares of Amplitude Surgical have not been and will not be registered under the Securities Act, and Amplitude Surgical does not intend to make any public offer of its securities in the United States.
The distribution of this press release in certain countries may constitute a violation of applicable laws. The information contained therein does not constitute an offer of securities in Canada, Australia or Japan. This press release may not be published, communicated or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
This document is not for publication, distribution or dissemination, directly or indirectly, in the United States, Canada, Australia or Japan.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150723006206/en/
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