New bond financing agreement in a minimum amount of €3 million in anticipation of validation of the continuation plan
09 Setembro 2024 - 5:55AM
UK Regulatory
New bond financing agreement in a minimum amount of €3 million in
anticipation of validation of the continuation plan
Disclaimer: SAFE SA (the “Company”) has
arranged financing in the form of convertible bonds into new or
existing shares (OCEANE) with Global Corporate Finance
Opportunities 20 (“GCFO 20”), which, after receiving the shares
resulting from the conversion of these bonds, is not intended to
remain a shareholder of the Company.
The shares resulting from the conversion of these bonds will
generally be sold on the market at very short notice, which may
create strong downward pressure on the share price.
Shareholders may suffer a loss of their invested capital due to
a significant fall in the Company's share price, as well as
significant dilution due to the large number of securities issued
to the GCFO 20 fund.
Investors are advised to exercise extreme caution before
deciding to invest in the securities of a listed company that
carries out such dilutive financing transactions, particularly when
they are carried out successively. The Company wishes to point out
that this is not the first dilutive financing transaction it has
undertaken. Investors are invited to familiarize themselves with
the risks associated with these transactions, as mentioned in the
March 14, 2023 press release.
Fleurieux-sur-l’Arbresle -
France – September 6, 2024 at 8 p.m. - Safe SA
(FR001400F1V2 – ALSAF) (the « Company »)
announces the implementation of an amendment to the flexible bond
financing entered into with Global Corporate Finance Opportunities
20 (“GCFO 20”) on March 14, 2023 (the “Agreement”). Under this
amendment, GCFO 20 has undertaken to finance the Company up to a
minimum net amount of approximately 3 million euros under the
Agreement, to support the implementation of the Company's
continuation plan.
GCFO 20 undertakes that this financing will be
carried out through the drawing, by the Company, of twenty (20)
tranches (the “Additional Tranches”) of bonds convertible into or
exchangeable for new and/or existing shares (the “OCEANE”) of a
nominal amount of 209,000 euros each, to be subscribed by GCFO 20
at 97% of their nominal value in accordance with the terms of the
Agreement (excluding any commitment and waiver fees that may be
due).
The Company specifies that two (2) Additional
Tranches have been issued to date and that, in the future, a period
of twenty (20) trading days will separate the drawdown of each
Additional Tranche.
Net proceeds from issue
The net proceeds of the issue of all twenty (20)
Additional Tranches will be 3,006,600 euros.
Theoretical impact of the OCEANE
issue
The theoretical impact of the issue of OCEANE
bonds corresponding to the Additional Tranches is presented in
Appendix 1 to this press release.
The Company maintains an up-to-date table on its
website showing the number of OCEANE bonds and shares
outstanding.
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 orthopedic surgeries.
The group employs approximately 100 people.
Safe Orthopaedics develops and manufactures kits combining sterile
implants and ready-to-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 15 patent
families, SteriSpineTM kits are CE marked and FDA approved. Safe
Orthopaedics has subsidiaries in the United Kingdom, Germany, the
United States.
For more information: 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 and in Tunisia, offering
numerous industrial services: industrialization, machining,
finishing and sterile packaging.
For more information: www.safemedical.fr
Contacts
SAFE
GROUP
AELYON ADVISORS
investors@safeorthopaedics.com
safe@aelyonadvisors.fr
Appendix 1
- Theoretical impact of the issuance of the OCEANEs
corresponding to the Additional Sections (based on the closing
price of the Company’s share on August 30, 2024, i.e.
€0.0002)
For illustrative purposes, the impact of the
issue of the OCEANE bonds corresponding to Additional Tranches
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
August 30, 2024, i.e. 3 803 594 504 shares):
|
Shareholder participation |
Pre-issue |
1,00% |
After issue of 1,077,319,588 new shares resulting from the
conversion of 209 OCEANE of an Additional Tranche* |
0,779% |
After issuance of 21,546,391,753 new shares resulting from the
conversion of 4,180 OCEANE of Additional Tranches* |
0,150% |
*Theoretical calculations based on the closing
price of the Company’s shares on August 30, 2024, i.e. €0,0002, and
a conversion price of the OCEANE bonds corresponding to 97% of this
value, i.e. approximately €0,000194. 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 in the press release of March 14, 2023.
- Impact of the issue on shareholders' equity per share (based on
shareholders' equity on June 30, 2022, i.e. -€6,849,091, and the
number of shares comprising the Company's share capital at August
30, 2024, i.e. 3,803,594,504 shares):
|
Consolidated shareholders' equity
per share at June 30, 2023 |
Before issue of new shares |
-0,00180 € |
After issue of 1,077,319,588 new shares resulting from the
conversion of 209 OCEANE of an Additional Tranche* |
-0,00140 € |
After issuance of 21,546,391,753 new shares resulting from the
conversion of 4.180 OCEANE of Additional Tranches* |
-0,00027 € |
|
*Theoretical calculations based on the closing
price of the Company’s shares on August 30, 2024, i.e. €0,0002, and
a conversion price of the OCEANE corresponding to 97% of this
value, i.e. approximately €0,000194. 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 in the press release of March 14, 2023.
- Theoretical impact of the issuance of the
OCEANEs corresponding to Additionnal Tranches (on the basis of the
par value of SAFE shares, i.e. €0.10
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
August 30, 2024, i.e. 3,803,594504 shares):
|
Shareholder Participation |
Pre-issue |
1,00% |
After issue of 2,090,000 new shares resulting from the conversion
of 209 OCEANE bonds of an Additional Tranche* |
0,999% |
After issuance of 41,800,000 new shares resulting from the
conversion of 4,180 OCEANE of Additional Tranches* |
0,989% |
*Theoretical calculations based on the nominal
value of the Company’s shares, i.e. 0,10 euro. 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 in the press release of March 14,
2023.
- Impact of the issue on shareholders' equity per share (based on
shareholders' equity at June 30, 2023, i.e. -€6,849,091, and the
number of shares comprising the Company's share capital at August
30, 2024, i.e. 3,803,594,504 shares):
|
Consolidated shareholders' equity per share at June 30,
2023 |
Before issue of new shares |
-0,00180 € |
After issue of 2,090,000 new shares resulting from the conversion
of 209 OCEANE bonds of an Additional Tranche* |
-0,00180 € |
After issuance of 41,800,000 new shares resulting from the
conversion of 4,180 OCEANE of Additional Tranches* |
-0,00178 € |
|
* Theoretical calculations based on the nominal
value of the Company’s shares, i.e. 0,10 euro. 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 in the press release of March 14,
2023.
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