AMA launches a capital increase with cancellation of the shareholders’ preferential subscription right of an amount of €7.99 million
- Public offering of €7.99 million
- Offer price: €0.26 per new share at a discount of 10.3% to the closing price on 12 June 2023
- Duration of the subscription period: 13 June 2023 to 26 June 2023 (included)
- Commitment to subscribe to 100% of the amount of the operation by the Guillemot family, through its holding Guillemot Brothers SAS
- The shareholder holding 1% of the share capital, not participating in the offer, would hold 0.42% of the share capital at the end of the offer.
AMA CORPORATION PLC (“AMA”), pioneer in assisted reality solutions, editor and integrator of B2B software solutions for the smart workplace, announces today the launch of a capital increase with cancellation of the subscription right in the context of a public offering, of an amount of €7.99 million (the “Offer”).
Christian Guillemot, chief executive officer and co-founder of AMA: « Many advances have been made since the IPO to foster growth in the market for assisted reality solutions for professionals in the field. Thanks to a sustained pace of innovation, our proprietary software, XpertEye, is increasingly easy to integrate into existing systems, and our new Enterprise Model commercial offer is driving sales momentum and wider deployment of our solutions. Today, we are carrying out this capital increase to maintain our solid financial position, and the confidence of our customers, mainly major international groups, in our ability to support them long term. In 2023, with the support of forthcoming innovations and a strengthened commercial strategy combining direct sales and distribution partnerships, we aim to confirm the inflection point in our order book recorded in recent weeks.
For this transaction of around 7.99 million euros, the process for maintaining preferential subscription rights, or for setting up a priority subscription period, revealed major technical complexities, which could have compromised the smooth running of the operation. Nonetheless, we are keen to ensure that this operation is open to all, and its placement period reflects this. This is why the founding shareholders of the Guillemot family have decided to subscribe for 50 to 100% of the shares offered, thus guaranteeing its success ».
Rationale for the Offer
The Company plans to use the proceeds of the Offering to continue its strong financial position with reinforced shareholders’ equity while maintaining a high pace of innovation and an international sales strategy. Following the Offer, the Company would have a cash position in excess of 12 months, excluding the activation of financing lines already granted, amounting to €12 million at the date of this press release.
Terms and conditions of the Offer
Structure of the Offer
Pursuant to the authorisation granted by the shareholders general meeting of 12 June 2023, the Offer concerns an issuance of 30,769,230 new ordinary shares with a nominal value of £0.125 (the “Offered Shares”) in the context of a capital increase with cancellation of the preferential subscription right of the shareholders, to be subscribed in cash in the context of a public offering, at the price of €0.26 per share, implying gross proceeds of € 7.99 million.
As AMA is a public limited company under English law, a capital increase with preferential subscription rights, as well as the implementation of a priority subscription period, presented significant technical complexities, pertaining to (i) the identification of shareholders, (ii) the management of preferential subscription rights and (iii) the priority subscription period, likely to compromise the completion of the transaction within an efficient timeframe. For these reasons, the Company has opted for a capital increase without shareholders' preferential subscription rights.
The subscription period will begin on Tuesday 13 June 2023 and will be open until Monday 26 June 2023 (included).
Pursuant to Article 3 of the Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 and article 211-2 of the General regulation of the French financial markets authority (Autorité des marchés financiers, “AMF”), the Offer will not be subject to the preparation of a prospectus submitted to the approval of the AMF.
Price of the Offer
The offering price, determined by the board of directors, is €0.26 per new share, which represents a discount of 10.3% compared to the closing share price on 12th June 2023 (€0.29).
Amount of the Offer
The gross proceeds of the Offer amount to €7,999,999.80 million. The net proceeds of the Offer will be in the range of €7.6 million to €7.8 million.
The Offer will not be covered by an over-allotment option.
Subscription commitment of Guillemot Brothers
The Guillemot family holds, directly and indirectly via Guillemot Brothers SAS, 79,71% of the share capital and voting rights of the Company at the date of the present press release. The Guillemot family intends to ensure the success of the Offer and strongly hope that the Offer will be taken up as widely as possible in order to strengthen its free float. Therefore, Guillemot Brothers SAS, shareholder holding 34,38% of the share capital and voting rights of the Company, has committed to subscribe up to €7.99 million, representing 100% of the Offered Shares.
The subscription orders placed by the other subscribers will be served in priority and the subscription of Guillemot Brothers will be consequently reduced, down to 50% of the capital increase, i.e. €4 million.
The Company committed to TP ICAP Midcap not to issue new shares of the Company, with the exception of the Offered Shares, subject to certain customary exceptions, for 90 calendar days following the settlement date of the Offered Shares.
Lock-up agreements
Guillemot Brothers committed towards TP ICAP Midcap to a lock-up of 180 calendar days following the settlement date of the Offered Shares covering the entirety of the shares held as well as the entirety of the Offered Shares that will be subscribed in the context of the subscription commitment described above.
Undertaking not to initiate a squeeze-out
Should the free float be less than or equal to 10%, AMA will not be delisted. Accordingly, the Guillemot family and Guillemot Brothers undertake not to initiate a squeeze-out procedure during the twelve months following settlement of the Offer.
The Guillemot family and the Company would like the free float of the Company to remain as high as possible and to be maintained within a range of 10% to 15%. In the event that the free float falls below this range, they will use the means at their disposal to increase the level of the free float.
Financial intermediaries
TP ICAP (Midcap) acts as Global Coordinator, Lead Manager and Bookrunner of the Offer.
Characteristics of the new shares
The new shares will be assimilated to the existing shares and will be subject to an application for admission to trading on Euronext Growth on the same trading line (ISIN code: GB00BNKGZC51 – ticker: ALAMA). They will bear current dividend rights and will carry full dividend rights paid out by the Company starting from their issue date.
The new shares will be subject to the entirety of the provisions of the articles of association of the Company and of the Companies Act 2006 which applies to public limited companies of English law.
As the Company is a public limited company governed by English law, the rules governing taxation, corporate governance, shareholder information and general meetings are those applicable under English law.Indicative timetable of the Offer
| 12/06/2023 |
|
| 13/06/2023 |
|
| 26/06/2023 |
|
| 28/06/2023 |
|
| 30/06/2023 |
|
Terms and conditions of the subscription
Placing of orders
Persons wishing to participate in the Offer must submit their orders to an authorised financial intermediary in France no later than 26 June 2023 at 5pm (Paris time) for counter subscriptions and 8pm (Paris time) for online subscriptions, if that option is provided by their financial intermediary, unless the Offer is closed earlier or extended later than initially scheduled.
Form and registration of the Offered Shares
The procedures for the subscription and registration of the Offered Shares are governed by the laws of England and Wales, which require that the shares be subscribed for and registered in the Company's share register handled by Link Group (Central Square, 10th Floor, 29 Wellington Street, Leeds, England, LS1 4DL).
The Offered Shares will be delivered in book-entry form only and will be credited to the relevant securities accounts via Euroclear France, 66 rue de la Victoire 75009 Paris, France. The Offered Shares will be registered in the name of Euroclear Nominees Limited, 33 Cannon Street, London EC4M 5SB, United Kingdom, in the register of the Company and their beneficial ownership will be recorded, through Euroclear Bank Brussels, 1 boulevard du Roi Albert II Saint-Josse-ten-Noode, 1210 Belgium, and Euroclear France, by other financial intermediaries taking part in the holding chain.
The Company being a public limited company of English law, it is reminded that rules relating to taxation, corporate governance, information of the shareholders and general meetings are those applying pursuant to English law.
It is specified that the shares of the Company are not eligible to the French special regime of equity savings plans (plan d’épargne en actions) nor to the tax reduction applying to subscriptions in cash to small and medium-sized companies (“IR-PME”).
Risk factors
Risks associated with the business of the Company
Detailed information concerning AMA, particularly on its activity, its results and its risk factors are available in its annual report and financial statements relating to the year ended on 31 December 2022. They are available as well as other regulated information and press releases, on the website of the Company (www.amaxperteye.com/investors).
The materialisation of all or part of the risks may have an adverse effect on the business, the financial position, the results, or the prospective outlooks of the Company. The risk factors exposed in the annual financial report remain unchanged at the date of the present press release.
The Company reviewed its liquidity risk and considers that it is not subject to any such risk.
Risks associated with the Offer
In addition, investors are invited to consider the following risks related to the issuance of new shares:
- the market price of the shares could fluctuate and decrease below the subscription price of the shares issued in the context of the Offer,
- the volatility and liquidity of the shares of the Company could significantly fluctuate,
- sales of shares of the Company could take place on the market and have a negative impact on the share price of the Company, and
- the shareholders of the Company could be significantly diluted in case of future capital increases.
Impact of the issuance of the shares on the interest of the shareholders
The impact of the issuance of the Offered Shares described above on the interest of the shareholders (calculations based on 22,455,815 composing the share capital as of 31 December 2022 and 24,496,315 shares on a fully diluted basis at the same date, including shares that may be issued on exercise of stock options), would be as follows:
| | Shareholders’ interest (in %) | |
| Non fully diluted basis | Fully diluted basis | |
| Before issuance of the new shares | 1.00% | 0.92% |
| After issuance of the 30,769,230 new shares | 0.42% | 0.41% |
Impact of the issuance of the equity per share of the shareholders
The impact of the issuance of the Offered Shares described above on the equity per share of the shareholders (calculations based on 22,455,815 composing the share capital as of 31 December 2022 and 24,496,315 shares on a fully diluted basis at the same date, including shares that may be issued on exercise of stock options), would be as follows:
| | Equity per share as of 31 décembre 2022 | |
| Non fully diluted basis | Fully diluted basis | |
| Before issuance of the new shares | 0.26€ | 0.25€ |
| After issuance of the 30,769,230 new shares | 0.26€ | 0.26€ |
Ownership structure prior to the transaction
| | Prior to the transaction | |
| Theoretical number of shares and voting rights | Theoretical % of share capital and voting rights | |
| Guillemot Brothers SAS | 7 721 212 | 34,38% |
| Guillemot family | 10 178 375 | 45,33% |
| Free float | 4 556 228 | 20,29% |
| Total | 22 455 815 | 100,00% |
Ownership structure after the Transaction
If Guillemot Brothers subscribes up to 50% of its undertaking
| | After the transaction | |
| Theoretical number of shares and voting rights | Theoretical % of share capital and voting rights | |
| Guillemot Brothers SAS | 23 046 882 | 43,40% |
| Guillemot family | 10 178 375 | 19,17% |
| Free float | 19 881 898 | 37,44% |
| Total | 53 107 155 | 100,00% |
If Guillemot Brothers subscribes up to 100% of its undertaking
| | After the transaction | |
| Theoretical number of shares and voting rights | Theoretical % of share capital and voting rights | |
| Guillemot Brothers SAS | 38 372 552 | 72,25% |
| Guillemot family | 10 178 375 | 19,17% |
| Free float | 4 556 228 | 8,58% |
| Total | 53 107 155 | 100,00% |
Partners in the operation
| | | |
| Global Coordinator, Lead Manager and Bookrunner of the Offer | Legal advisors on the Offer | Financial communication agency |
Next financial press release
2023 second-quarter revenues: 28 July 2023 (before start of trading)
About AMA
Since 2015, AMA, a software developer and integrator, is helping industry and service providers of all sizes, as well as medical establishments, to accelerate their digital transformation. AMA’s XpertEye suite of applications addresses a wide range of use cases, from remote diagnostics to inspection, planning, and workflow management. These unequaled remote interactive collaboration solutions empower customers to improve productivity, speed up resolution time, and maximize uptime while reducing their carbon footprint.
With offices in France, Germany, Spain, the United States, China and Japan, AMA has a global presence and works across all time zones to forge close relationships with its clients wherever they are. AMA is listed on Euronext Growth Paris (GB00BNKGZC51 – ALAMA). Learn more at www.amaxperteye.com.
Contacts
| Investor Relations & Financial Media Perrine Fromont, CFO - +33 223 441 339 – investors@ama.bzh Marie Calleux, Calyptus - +33 609 685 538 - ama@calyptus.net | Corporate media: Esther Duval +33 689 182 343 esther.duval@ama.bzh |
Disclaimer
This press release and the information it contains does not constitute a sale offer or an offer to subscribe, nor a solicitation to purchase or subscribe shares of AMA Corporate PLC in any country.
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017 (the “Prospectus Regulation”).
With respect to the member States of the European Economic Area, other than France (the “Member States”), no action has been undertaken or will be undertaken to make an offer to the public of the shares requiring a publication of a prospectus in one of these Member States. Consequently, the securities cannot be offered and will not be offered in any Member State (other than France) except in accordance with the exemptions set out in Article 1(4) of the Prospectus Regulation, or in other cases which does not require the publication by AMA Corporation PLC of a prospectus pursuant to the Prospectus Regulation and/or applicable regulation in these Member States.
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 jurisdiction (other than France). Securities may not be offered or sold in the United States unless they have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or are exempt from registration. The shares of AMA Corporation PLC have not been and will not be registered under the U.S. Securities Act and AMA Corporation PLC does not intend to make a public offer of its shares in the United States.
This press release does not constitute an offer of the securities to the public in the United Kingdom. The distribution of this press release is not made, and has not been approved, by an authorised person within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. Consequently, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, as amended and (iii) (iii) are persons falling within 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 (the persons mentioned under (i), (ii) and (iii) referred together as “Relevant Persons”). The securities of AMA Corporation PLC are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire the securities of AMA Corporation PLC may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
This press release contains indications on the targets of AMA Corporation PLC as well as forward-looking statements. This information is not historical data and shall not be interpreted as a guarantee that the facts and data announced will occur. Such information is based on data, hypothesis and assumptions considered to be reasonable by AMA Corporation PLC. The Company operates in a constantly changing competitive environment. Therefore, it cannot anticipate all risks, uncertainties or other factors that may have an impact on its business, nor the extent to which the occurrence of a risk or combination of risks may have materially different outcomes to those referred to in any forward-looking information. Such information is valid only at the date of the present press release. AMA Corporation PLC does not commit, in any way, to publish updates on the information nor on the hypothesis on which they are based except in cases where it has a legal or regulatory requirement to do so.
The distribution of this press release in certain countries may be subject to a specific regulation. Consequently, persons present in such countries and in which the press release is disseminated, published, or distributed shall comply to such laws and regulations.
The information contained in this document does not constitute an offer of securities for sale in the United States of America, Canada, Australia or Japan. This press release may not be published, forwarded, or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
Finally, this press release may be drafted both in French and in English. The French version of this press release shall prevail over the English version in the event of a discrepancy.
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