Conclusion of a new bond financing agreement for a maximum nominal amount of 29.9 million euros subject to conditions
| DISCLAIMER SAFE has set up this financing through OCEANE bonds with the Financial Investor who, after receiving the shares resulting from the conversion or exercise of these instruments, does not intend to remain a shareholder of the Company. The shares, resulting from the conversion or exercise of the above-mentioned securities, could be sold in the market at very short notice, which could create a strong downward pressure on the share price. Shareholders could suffer a loss of their invested capital due to a significant decrease in the value of the Company's share, as well as a strong dilution due to the large number of securities issued to the Financial Investor. Investors are invited to be particularly vigilant before deciding to invest in the securities of SAFE, which carries out such dilutive financing operations, particularly when they are carried out successively. The Company reminds you that this is not the first dilutive financing transaction that it has implemented. The drawing of each of the Tranches is subject to several conditions that the Company must respect (including, in particular, the condition that the Company has a sufficient number of authorized shares under the delegation of the general meeting and that the closing price of the Company's shares on the market is higher than 130% of the nominal value of the Company's shares for at least 60 consecutive trading days1 ) otherwise the Financial Investor may interrupt the program. Investors are invited to take note of the risks associated with this type of transaction, as mentioned in this press release. Among these risks, it is reminded that insofar as the amount of the Complementary Commission 2is not capped, if it were due and paid in cash, it could lead the Company to have to return to the Investor a substantial part of the financing granted. Conclusion of a new bond financing agreement for a maximum nominal amount of 29.9 million euros subject to conditions
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Éragny-sur-Oise, Fleurieux-sur-l'Arbresle, March 14, 2023 at 8:00 p.m. CET - Safe (ALSAF), a company specializing in the design, manufacture and marketing of ready-to-use technologies for back surgery, particularly safe for spinal fractures treated in emergency (the "Company") announces 29,900,000 euros financing program over 59 months, through the issue of warrants giving access to bonds convertible or exchangeable for new and/or existing shares (the "OCEANE").
This bond issue is composed of 4 tranches of 600,000 euros in nominal value each and 55 tranches 500,000 each (a "Tranche" or "Tranches"), consisting in total of 29,900 OCEANE bonds with a nominal value of Global Corporate Finance Opportunities 20 (the "Financial Investor") has undertaken to subscribe for a first tranche of 600 OCEANE bonds (the "First Tranche") upon signature of the contract for the issuance of the OCEANE bonds (the "Issuance Contract").
Name of issuer: SAFE SA (FR001400F1V2 - ALSAF)
Type of financing: OCEANE
Financial Investor: Global Corporate Finance Opportunities 20, a company whose registered office is located at PO Box 2775, 67 Fort Street, Artemis House, Grand Cayman KY1-1111, Cayman Islands and registered under number CR-395537 (the "Financial Investor"). The Financial Investor is not an investment service provider and is not licensed or otherwise authorized to conduct its business, which is not regulated.
Maximum gross proceeds of the issue of the OCEANE bonds (assuming the issue of all the 29,900 OCEANE bonds issued under the 59 tranches and after deduction of the expenses linked to this issue): € 29,900,000
Maximum net proceeds of the issue of the OCEANE bonds (assuming the issue of all the 29,900 OCEANE bonds issued under the 59 tranches and after deduction of the expenses connected with this issue): € 28,993,000 3
Period: 4 tranches of €600,000 nominal value each and 55 tranches of €500,000 nominal value each, i.e. a total of 59 tranches spread over 59 months (5 years), except in case of suspension of the program at the will of the Company or acceleration of the Tranches at the will of the Financial Investor (see the main characteristics of the warrants below).
Conditionality: see below the conditions that the Company will have to respect when drawing down each of the Tranches.
Objectives of the financing program:
It is reminded that the market capitalization of the Company is approximately 1 million and that the purpose of the implementation of this financing line through the issuance of OCEANE bonds, allowing for a potential fund raising of a maximum amount of 29 million euros through the subscription of 29,900 OCEANE bonds, is to allow the Safe group to finance its working capital requirements and its growth plan, which concerns in particular:
- the structural changes to be made within the Group with a view to achieving financial equilibrium as quickly as possible: since the transformation of Safe Medical and the internalized production of Safe Orthopaedics products (Q4 2022), the Group has been working on reducing OPEX and improving its working capital;
- organic commercial growth: the Group is developing a strategy of direct sales in France, Germany and the United States, and of distribution in the rest of the world, which requires regular investment and the financing of a dedicated sales force in all these regions; and
- external growth: the Group remains attentive to any opportunity that would enable it to deploy its technological and commercial model internationally and wishes to be able to finance this type of opportunity with its own funds.
Terms and legal framework of the issue
The Company's Extraordinary General Meeting held on December 16, 2022, ruling in accordance with the provisions of article L.225-138 of the French Commercial Code, granted the Board of Directors, in its third resolution, a delegation of authority to issue financial securities and/or securities giving access, immediately or in the future, to a portion of the share capital, with cancellation of the shareholders' preferential subscription right in favor of categories of persons.
At its meeting of March 10, 2023, the Board of Directors of the Company, using the delegation of powers and authorizations granted under the third resolution of the Extraordinary Shareholders' Meeting of December 16, 2022, decided to sign the Issuance Agreement and to issue warrants giving access to the OCEANE bonds, representing a maximum nominal amount of 29.9 million euros.
29.9 million. At the same meeting, the Board of Directors of the Company issued the First Tranche following the exercise of 600 Warrants by the Financial Investor, leading to the issuance of 600 OCEANE bonds subscribed for by the Investor and 75 OCEANE bonds as payment of the commitment fee provided for in the Issuance Agreement3.
As of the date of this press release, no OCEANE bonds have been converted by the Financial Investor under the First Tranche.
The main characteristics of the Warrants, the OCEANEs and the Warrants are described below:
Main characteristics of the Warrants
The OCEANE tranches will be issued upon exercise of warrants issued free of charge (the "Warrants").
The Warrants will not be listed or admitted to trading on the Euronext Growth market in Paris or on any other financial market.
The Issue Warrants will be freely transferable to any other fund or company controlling or controlled by the Financial Investor but may only be transferred to a third party with the prior consent of the Company.
The Warrants shall oblige the holder, upon request of the Company (subject to the satisfaction of certain conditions detailed below) or upon option of the Financial Investor (subject to the suspension of the program by the Company), to subscribe for a tranche of OCEANEs, on the basis of one OCEANE per Warrant.
It is expected that each of the 59 tranches will be drawn down automatically at the end of a period of 20 trading days from the drawdown of the previous tranche (subject to the satisfaction of certain conditions detailed below).
It is specified that the Company controls the rhythm of the financial support offered by the Financial Investor, since it may at any time, subject to a notice period of 15 trading days, suspend (and then resume, as the case may be) the drawings (subject to the satisfaction of certain conditions detailed below).
It is also specified that the Financial Investor will have the possibility, at its sole initiative, to request the drawing of new Tranches on an accelerated basis during the financing program (unless the Company has suspended the program in accordance with the procedure described above).
As an exception, in the event that the total average daily traded value over the last 20 trading days preceding the drawdown of a Tranche (reduced by 10% of outliers) is less than 45,000 euros, the Financial Investor will have the right to reduce the amount of the Tranche by 50% at its discretion.
29,900 Warrants will be issued to the Financial Investor on the basis of the third (3rd) resolution of the extraordinary general meeting of the Company of December 16, 2022.
Main conditions to the subscription of each tranche of OCEANE by the Financial Investor :
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Main characteristics of the OCEANE bonds
The nominal value per unit of the OCEANE bonds is equal to 1,000 euros. Each OCEANE will be subscribed for at a subscription price equal to 97% of its nominal value per unit.
The OCEANE bonds are freely transferable or assignable by the Investor.
The OCEANEs will not be listed or admitted to trading on the Euronext Growth market in Paris or on any other financial market.
In accordance with Article L. 225-132 of the French Commercial Code, the issuance of the Warrants and the issuance of the new shares resulting from the conversion of the OCEANEs will be carried out without preferential subscription rights.
Each OCEANE will mature twelve (12) months after its issuance (the "Maturity"). In the event of non-conversion of an OCEANE before Maturity, the OCEANE will be automatically converted into shares of the Company on that date.
The OCEANEs do not bear interest. However, in the event of an event of default, the outstanding OCEANEs will be redeemed to the Investor at 120% of their nominal value.
The OCEANEs may be converted into new ordinary shares (or exchanged for existing shares) at the request of the holder, at any time from the date of their issuance up to and including Maturity, or in the event of default in the redemption of the OCEANEs at Maturity, in accordance with the conversion ratio determined by the following formula
N = Vn / P
"N" is the number of shares resulting from the conversion of an OCEANE attributable to the OCEANE holder,
"Vn" is the nominal value of one OCEANE, i.e. 1,000 euros,
"P" is the "Conversion Price" of one OCEANE will be equal to the higher of:
(i) 97% of the lowest of the volume-weighted average closing prices of the share (as published by Bloomberg) during a period of ten (10) consecutive trading days immediately preceding the notification of a conversion notice (the "Conversion Date") by the holder (rounded down to the second decimal place) (the "Theoretical Conversion Price")
(ii) the par value of the Company's share, and
(iii) 80% of the volume-weighted average share price over a period of ten (10) consecutive trading days immediately preceding the Conversion Date, in accordance with the third resolution of the extraordinary general meeting of the Company dated December 16, 2022.
In any event, "P" may not be less than the nominal value of the share on the Conversion Date of the relevant OCEANE(s). In the event that "P" is less than the nominal value of a SAFE share, the Company has undertaken to pay the Investor an additional fee corresponding to the amount of the claim on the Company resulting from the conversion of the OCEANEs of the said Tranche at the nominal value of the SAFE share when the calculated Theoretical Conversion Price is lower than the Conversion Price (the "Additional Fee"), the amount of which will be calculated in accordance with the formula below :
(A/B – A/C) x D x (C/E)
where:
"A" corresponds to the nominal amount of the OCEANEs which are the subject of the conversion notice;
"B" is the Theoretical Conversion Price;
"C" is the nominal value of one SAFE share;
"D" is the closing price of the SAFE share on the date of receipt by the Company of the relevant conversion notice;
"E" is the lowest price of SAFE shares between the Conversion Date and the date of payment of the Additional Fee.
In addition, in this context, the Company undertakes (i) not to draw any tranches if the Company's share price were to fall below or equal to its nominal value (€0.10) and (ii) to convene a general meeting of shareholders in order to reduce its share capital by reducing the nominal value of the shares in order to avoid paying the Additional Fee.
Indeed, if these undertakings were not respected, the amount of the Additional Commission could be substantial and make the above-mentioned bond financing very costly and unattractive for the Company.
Commissions and commitment fees
In remuneration of the commitment of the Investor to subscribe for the tranches of OCEANE bonds issued in the framework of the financing, the Company will pay to the Investor a commitment fee equal to 3% of the maximum nominal amount of the financing, i.e. a total fee of 897,000. This fee will be paid (i) in four (4) instalments, for an amount of 75,000 Euro each time, by the issuance of 75 additional OCEANE bonds at the time of the drawing of the first, second, third and fourth Tranche of OCEANE bonds, (ii) in thirty-nine (39) instalments, for an amount of 15. 15,000 each time, through the issuance of 15 additional OCEANE bonds at the time of the drawdown of Tranches 20 to 58 and (iii) on one last occasion for an amount of 12,000 euros, through the issuance of 12 additional OCEANE bonds at the time of the drawdown of the last Tranche (Tranche 59).
Moreover, each OCEANE being subscribed for at a subscription price equal to 97% of its unit nominal value, in case of exercise of all the OCEANEs, the Investor will have benefited from a reduction of the subscription price for a total amount of
New shares resulting from the conversion of the OCEANEs
The new shares issued, as the case may be, upon conversion of the OCEANEs will carry current dividend rights. They will have the same rights as those attached to the existing ordinary shares of the Company and will be listed on the Euronext Growth market in Paris on the same quotation line (FR001400F1V2 - ALSAF).
The Company will maintain on its website (www.safeorthopaedics.com) (section Investor > Documentation) a table showing the number of OCEANE bonds and shares outstanding.
Main risks associated with the Company
The main risks associated with the Company and its sector of activity have been presented in the annual financial report for the year ended December 31, 2021 and the half-yearly financial report for the six months ended June 30, 2022 available on Safe's website (www.safeorthopaedics.com/investisseurs/documentation/).
The main risk factors relating to the new shares issued upon conversion of the OCEANE bonds are set out below:
- Risk of dilution of the Company's shareholders: in the event of the issuance of new shares resulting from the conversion of the OCEANEs, the shareholders will see their stake in the share capital of SAFE diluted;
- Risk in the event of non-completion of all the tranches: the drawing of the tranches and the related financing is subject to the satisfaction of certain conditions, some of which are detailed above (including, in particular, the condition that the Company has a sufficient number of authorized shares under the delegation of powers granted by the General Meeting and that the closing price of the Company's shares on the market is higher than 130% of the par value of the Company's shares for at least 60 consecutive trading days) consequently, the total amount of the subscriptions of OCEANE bonds by the Investor is not guaranteed in case of failure to meet the conditions imposed by the Financial Investor, the Company could thus be led to seek additional financing in the event that it no longer complies with the conditions imposed by the Financial Investor and in case of a new call on the market, this would result in additional dilution for the shareholders;
- Risk of volatility and liquidity of the Company's shares: the volatility and liquidity of SAFE's shares could fluctuate significantly;
- Risk relating to changes in the Company's share price: the sale of SAFE shares by holders of OCEANEs on the market could have a significantly unfavorable impact on the SAFE share price and the number of shares resulting from the conversion of the OCEANEs could fluctuate significantly;
- Risk of decrease in the nominal value of the shares: the significant issue of shares following the conversion of the OCEANE bonds is likely to have a downward impact on the Company's share price and in this context, the Company may have to make additional reductions in the nominal value of the shares; and
- Risk linked to the Complementary Commission: insofar as the amount of the Complementary Commission is not capped, if it were due and paid in cash, it could lead the Company to have to return to the Investor a substantial part of the financing granted, notwithstanding the commissions and commitment fees mentioned above. In case of payment of the Additional Fee in new shares, the number of shares to be issued by the Company could be significant and lead to a significant additional dilution of the existing shareholders.
Company information:
Registered office of the Company: Parc des Bellevues, Allée Rosa Luxemburg, Bâtiment le Californie - 95610 Eragny-sur-Oise (France)
Information on the Company's capital :
As of the date of this press release, the Company's share capital amounts to €47,148 and is composed of 471,480 shares with a par value of €0.10 each.
Reminder of the dilutive financing operations carried out over the last 24 months:
- Bond financing of a total nominal amount of €8.4 million dated December 17, 2020: program of 24 OCEANE tranches subscribed by the Luxembourg investment fund European High Growth Opportunities Securitization Fund. The characteristics of the OCEANE bonds are described in the press releases of December 17 and 24, 2020. The conversion of all 24 OCEANE tranches led to the issue of 26,601,266 new shares of the Company between December 24, 2020 and September 22, 2021.
- Bond financing of a total nominal amount of 8 million euros on December 10, 2021: program of 20 OCEANE tranches subscribed by the Luxembourg investment fund European High Growth Opportunities Securitization Fund. The characteristics of the OCEANE bonds are described in the press release dated December 10, 2021. The conversion of all 20 OCEANE tranches led to the issuance of 1,358,570,358 new shares of the Company between December 13, 2021 and December 14, 2022 (corresponding to 367,181 post-consolidation shares of the Company, as detailed below) and to the issuance of 88,984 additional shares between December 14, 2022 and the date hereof. There are still 2 tranches of 80 OCEANE bonds (i.e. a total nominal amount of €0.8 million) to be subscribed for by the financial investor (subject to the applicable conditions) who also holds 240 OCEANE bonds as of the date hereof (i.e. a total nominal amount of €1.2 million).
Reminder of transactions affecting the Company's share capital carried out over the past 24 months:
- Reverse share split by exchange of 1 new share with a par value of €37 per share for 3,700 old shares with a par value of €0.01 per share in January/February 2023: the characteristics of the reverse share split (as delegated by the General Meeting of Shareholders on December 16, 2022) are detailed in the press releases dated January 12 and February 27, 2023.
- Reduction of the share capital by reduction of the par value per share of the Company on February 27, 2023: the Board of Directors (upon delegation of the General Meeting of Shareholders dated December 16, 2022) has decided to proceed with a reduction of the share capital by way of a reduction of the par value of the shares of the Company (the par value per share is thus reduced from 37 euros to 0.10 euros and the share capital to 38,249.60 euros).
Financial position of the Company :
The Company's financial position is summarized in the table below:
| Consolidated financial data at June 30, 2022 | |
| Share capital | €7,968 K |
| Consolidated shareholders' equity at June 30, 2022 | - €1 982 K |
| Revenues | €2 745 K |
| Consolidated net income | - €3 901 K |
| Net income per share (on a diluted basis) | - €0,28 |
| Loans and financial liabilities | €10 580 K |
| Treasury | €220 K |
Impacts de l’opération en termes de gestion du risque de liquidité et d’horizon de financement
La Société estime que les fonds pouvant résulter de l’émission des OCEANE le cas échéant, lui permettront d’assurer le financement de ses objectifs sur un horizon d’au moins 12 mois.
Theoretical impact of the issuance of the OCEANEs (based on the closing price of the Company's share on March 13, 2023, i.e. €2.05)
To the extent that the Company's share price has an impact on the number of shares resulting from the conversion of the OCEANEs, depending on changes in the Company's share price, the number of shares resulting from the conversion of the OCEANEs could change significantly during the life of the financing program.
For illustrative purposes, the impact of the issue of the OCEANE bonds would be as follows
- Impact of the issue on the investment of a shareholder currently holding 1% of the Company's share capital (on the basis of the number of shares making up the Company's share capital as at March 13, 2023, i.e. 471,480 shares) :
| Shareholder participation | ||
| Non-diluted basis | Diluted basis (1) | |
| Pre-issue | 1,000% | 1,000% |
| After issue of 339,196 new shares resulting from the conversion of the first tranche of OCEANE bonds (including the first part of the commitment fee)(2) | 0,582% | 0,582% |
| After issuance of 15,475,879 new shares resulting from the conversion of OCEANE bonds(2) | 0,030% | 0,030% |
| After issue of 307,970,000 new shares resulting from the conversion of the OCEANE bonds(3) | 0,002% | 0,002% |
(1) The diluted basis takes into account the exercise of all dilutive instruments existing to date, which could result in the creation of a maximum of 155 new shares.
(2) Theoretical calculations based on the closing price of the Company's shares on March 13, 2023, i.e. 2.05 euros, and a conversion price of the OCEANE bonds corresponding to 97% of this value, i.e. approximately 1.99 euros. This dilution is without prejudice to the final number of shares to be issued and their issue price, which will be determined on the basis of the market price, as described above.
(3) Theoretical calculations based on the nominal value of the Company's shares, i.e. 0.10 euro.
- Impact de l'émission sur les capitaux propres par action (sur la base des capitaux propres au 30 juin 2022, soit -1,982 M€, et du nombre d’actions composant le capital de la Société au 13 mars 2023, soit 471.480 actions) :
| Share of equity as of June 30, 2022 | ||
| Non-diluted basis | Diluted basis (1) | |
| Avant émission | -4,204 € | -4,204 € |
| After issue of 339,196 new shares resulting from the conversion of the first tranche of OCEANE bonds (including the first part of the commitment fee)(2) | -2,445 € | -2,445 € |
| After issuance of 15,475,879 new shares resulting from the conversion of OCEANE bonds(2) | -0,124 € | -0,124 € |
| After issue of 307,970,000 new shares resulting from the conversion of the OCEANE bonds(3) | -0,006 € | -0,006 € |
(1) The diluted basis takes into account the exercise of all dilutive instruments existing to date, which could result in the creation of a maximum of 155 new shares.
(2) Theoretical calculations based on the closing price of the Company's shares on March 13, 2023, i.e. 2.05 euros, and a conversion price of the OCEANE bonds corresponding to 97% of this value, i.e. approximately 1.99 euros. This dilution is without prejudice to the final number of shares to be issued and their issue price, which will be determined on the basis of the market price, as described above.
(3) Theoretical calculations based on the nominal value of the Company's shares, i.e. 0.10 euro.
DISCLAIMER
Pursuant to Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, the issuance of the OCEANEs will not give rise to the publication of a prospectus subject to approval by the Autorité des Marchés Financiers.
This press release therefore does not constitute a prospectus under Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended, or an offer to the public.
About Safe Group
Safe Group is a French medical technology group that brings together Safe Orthopaedics, a pioneer in ready-to-use technologies for spine pathologies, and Safe Medical (formerly LCI Medical), a medical device subcontractor for orthopaedic surgery. The group employs approximately 150 people.
Safe Orthopaedics develops and manufactures kits combining sterile implants and single-use instruments, available at any time to the surgeon. These technologies are part of a minimally invasive approach aimed at reducing the risks of contamination and infection, in the interest of the patient and with a positive impact on hospitalization times and costs. Protected by 18 patent families, SteriSpineTM kits are CE marked and FDA approved. Safe Orthopaedics is headquartered in the Paris region (
95610 Eragny-sur-Oise) and has subsidiaries in the United Kingdom, Germany, the United States, and the Lyon region (Fleurieux-sur-l'Arbresle).
For more information: http://www.safeorthopaedics.com/
Safe Medical produces implantable medical devices and ready-to-use instruments. It has an innovation center and two production sites in France (Fleurieux-sur-l'Arbresle, 69210) and in Tunisia, offering numerous industrial services: design, industrialization, machining, finishing and sterile packaging. Supported by the French stimulus plan in 2020, the company invests in additive printing and will be operational in 2022 on this new technology.
For more information: http://www.safemedical.fr/
Contacts
Safe Group
François-Henri Reynaud
Chief Financial and Administrative Officer
Tél. : +33 (0)1 34 21 50 00
investors@safeorthopaedics.com
1 See below the conditions for the subscription of each Tranche.
2 See below the main characteristics of the OCEANEs and the formula for calculating the Complementary Commission.
3 It is specified that commitment fees will also be paid by the Company to the Financial Investor (see paragraph "Commissions and Commitment Fees" below).
4 Events of default include, but are not limited to:
- the failure by the Company to comply with its obligations to the Financial Investor not remedied for a period of 15 days from the earlier of (i) the date on which the Company becomes aware of the default and (ii) the date on which the Investor notifies the Company of such default;
- the failure by the Company to deliver the shares due to the Financial Investor within 3 trading days following the date of conversion of the OCEANEs;
- the failure of SAFE to pay (i) the purchase price of the OCEANEs that it is required to acquire as a result of its inability to issue the shares to be issued upon conversion of the OCEANEs, and (ii) any amount due to the Investor under the OCEANE issuance contract;
- the delisting of the SAFE shares from Euronext Paris (regulated market or Euronext Growth organized market) or the suspension of their listing for a period of more than fifteen (15) trading days;
- the refusal of the Company's statutory auditors to certify the Company's financial statements, which is not resolved within sixty (60) days of the request for certification;
- a significant adverse change (as this term is contractually defined) or change of control (within the meaning of Article L. 233-3 1° and 2° of the French Commercial Code) of the Company has occurred;
- the failure to pay, other than in good faith, any financial debt or guarantee of financial debt of SAFE in excess of 250,000 euros, or the failure of SAFE to comply with or perform any commitment it may have made in respect of such debts or guarantees, not disputed in good faith, which would result in their early payment;
- the suspension or voluntary discontinuation by SAFE of all of its activities, or the sale of all of its assets, or the commencement of collective proceedings (ad hoc mandate, conciliation, safeguard proceedings, judicial recovery or judicial liquidation) of SAFE; and
- the failure of SAFE to pay a sum in excess of 450,000 euros, in the context of a court order.
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