Paris, April 8^th, 2022

Visiomed Group (FR0013481835 - ALVMG), a key player in the connected healthcare sector, today announces the successful completion of a €3.2 million capital increase without preferential subscription rights in the form of a private placement, in accordance with Article L. 411-2 1° of the French Monetary and Financial Code, intended exclusively for qualified investors (“Private Placement”).

The proceeds of this capital increase will increase available funds to:

• pay the balance of the Smart Salem acquisition price, i.e. €6.0 million in cash, over the coming weeks¹;
• finance daily operations, mainly in the connected healthcare sector;
• enable the Company to stop drawing funds under the OCABSA financing agreement.

Visiomed Group Chairman and CEO Patrick Schiltz said: “We thank the investors who contributed to this fundraising, most of whom are not existing Visiomed Group shareholders. Their trust confirms the Company's regained credibility after months of intense work and deep-rooted transformation.”

Following this transaction, Visiomed Group holds gross cash and cash equivalents of €11 million after payment of an interim tranche of €4.7 million for the Smart Salem acquisition. This payment mainly covers the balance of the acquisition price and expenses incurred on opening the second digital medical center in Dubai. At the end of the first quarter of 2022, the commercial development of the first center confirms the buoyant business trends and prospects for strong profitable growth. In March, the center welcomed nearly 15% additional visitors.

 

Offering terms and conditions

The Company's Chief Executive Officer, exercising the powers delegated by the Board of Directors in exercise of the authority delegated under the 15^th resolution of the Company's Combined Ordinary and Extraordinary General Meeting of June 10^th, 2021 (“General Meeting”), today decided to issue 16,225,000 new ordinary shares, each with a par value of €0.01, to qualified investors and a limited circle of investors in accordance with Article L. 411-2 1° of the French Monetary and Financial Code.

The new shares represent around 7.5% of the total number of shares outstanding prior to settlement/delivery. After settlement/delivery of the Private Placement, the Company's share capital will consist of 233,682,189 shares.

The issue price of the new shares was set at €0.20 per share. This price includes a 16.39% discount on the volume-weighted average Company share price on Euronext Growth Paris over the last ten (10) trading days, in accordance with the terms of the 15^th resolution of the General Meeting.

Settlement/delivery and the admission of the new shares to trading on Euronext Growth Paris are slated for April 11^th, 2022. The new shares will be subject to all provisions of the bylaws and will be fungible with existing shares upon completion of the capital increase. They will carry full dividend rights as of issuance and will be admitted to trading on Euronext Growth Paris on the same listing line as existing Company shares listed under ISIN code FR0013481835 ALVMG.

Pursuant to the provisions of Article L. 411-2 of the French Monetary and Financial Code and Article 211-2 of the General Regulation of the French Financial Markets Authority (“AMF”), the Private Placement does not require the submission of a prospectus for approval by the AMF.

 

Capital allocation

For information purposes, a shareholder holding 1.00% of the Company's share capital prior to the launch of the Private Placement will hold approximately 0.93% following settlement/delivery.

No corporate officers took part in the transaction. To the Company's knowledge, PARK PARTNERS GP, which did not take part in the transaction, is the only shareholder holding over 5% of the share capital before and after the transaction.

 

Blackout and lock-up periods

None

 

Underwriting

The Private Placement is not underwritten.

 

Risk factors

The reader's attention is drawn to the risk factors relating to the Company and its business, as described in the 2021 Annual Financial Report, which may be downloaded (in French only) from the Company's website (www.visiomed.fr). The occurrence of all or part of these risks could have an adverse effect on the Company's business, financial position, earnings, growth or outlook.

 

Impact of capital increase on shareholder structure

The impact of the issuance of new ordinary shares via the aforementioned capital increase on existing shareholders' ownership interests (calculations based on 217,457,189 shares comprising the share capital as of March 31^st, 2022 and 1,577,251,656 shares on a fully diluted basis as of the same date) would be as follows:

 

Impact of capital increase on share of equity

The impact of the issuance of new ordinary shares as part of the aforementioned capital increase on the amount of shareholders' equity represented by each share (217,457,189 shares comprising the share capital as of March 31^st, 2022 and 1,577,251,656 shares on a fully diluted basis as of the same date) would be as follows:

 

About VISIOMED GROUP

Founded in 2007, VISIOMED GROUP relies on a long experience in the health sector to invest in innovative health technologies and services in France and abroad.

The Group now has two wholly-owned subsidiaries:

• BewellConnect, created in 2014, pioneer in connected health and teleconsultation solutions
  
  BewellConnect offers an enriched technological universe, both in medical devices and software, making it possible to respond to all telehealth use cases: enriched and assisted teleconsultation, home telemonitoring, hospital monitoring, tele-expertise, teleassistance and tele-regulation.
  
  BewellConnect's flagship product, VisioCheck, is the first telemedicine station weighing less than 300g for healthcare professionals, available in a case, station or modular health space.
  
  BewellConnect is now deploying its solutions in France and abroad.

• Smart Salem, the first digital medical analysis center accredited by the Dubai Ministry of Health (DHA) in the United Arab Emirates
  
  The Smart Salem offer is based on know-how in medical analysis, radiology and data analysis and processing to detect nearly 35 diseases in 7 minutes in a patient (in particular HIV, hepatitis and tuberculosis) by offering reliable results, readability and exceptional patient experience enabled by advanced artificial intelligence and virtual reality technologies.
  
  Smart Salem's “Medical Fitness Assessment” offer resulting from this know-how thus makes it possible to obtain a residence or work visa in the space of 30 minutes compared to 10 to 15 days in historical health centers.
  
  Smart Salem is a technological platform offering many growth opportunities, as shown by the opening of the second center in Dubai in September 2022 and the authorization received for the opening of a third center, planned to open in the first quarter of 2023.

Based in Paris, VISIOMED GROUP is listed on Euronext Growth (ALVMG). More information on visiomed.fr, smartsalem.ae and www.bewell-connect.com.

CONTACTS

© Visiomed Group SA 2022. The brands mentioned are the property of their respective authors. Reproduction prohibited, even partial, without prior authorization.

 

Disclaimer

This press release and the information included herein do not constitute an offer of sale or subscription or the solicitation of a purchase or subscription order for Visiomed Group shares in any country.

Pursuant to the provisions of Article L. 411-2 of the French Monetary and Financial Code and Article 211-2 of the General Regulation of the French Financial Markets Authority (“AMF”), this issue does not require the submission of a prospectus for approval by the AMF.

The dissemination of this press releases in certain countries may constitute a breach of applicable law. Persons physically located in such countries in which this release is disseminated must inquire about and comply with such restrictions.

This press release does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14^th, 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 or will be undertaken to make a public offering of securities requiring the publication of a prospectus in any of the Member States. Therefore, such securities may not be and shall not be offered in any Member State (other than France) unless in accordance with the exemptions provided for by Article 3(4) of the Prospectus Regulation or, otherwise, in cases not requiring the publication by Visiomed Group of a prospectus under Article 3 of the Prospectus Regulation and/or the applicable regulations in such Member State.

This press release does not constitute a public offering of securities in the United Kingdom. It is intended solely for persons considered to be (i) “investment professionals” (persons with professional investment experience) within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) persons falling within the scope of Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issuance or sale of financial securities could be legally addressed (all such persons being jointly referred to as “Authorised Persons”). Any person other than an Authorised Person must refrain from using or relying on this press release in the United Kingdom. Any investment or investment activity in connection with this press release may only be conducted by Authorised Persons.

The shares issued as part of this capital increase have not been and will not be registered in accordance with the U.S. Securities Act 1933, as amended (“U.S. Securities Act”), and may not be offered or sold in the United States of America without registration or exemption from registration in accordance with the U.S. Securities Act. Visiomed Group does not intend to register the offer, in whole or in part, in the United States of America, or make a public offering in the United States of America.

The dissemination of this press releases in certain countries may constitute a breach of applicable law. The information contained in this press release does not constitute an offer of securities in the United States, Canada, Australia, Japan or any other country. This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.

This press release contains non-factual information, including but not limited to certain statements regarding upcoming results and other future events. These statements are based on the Company management's current guidance and assumptions. They incorporate known and unknown risks and uncertainties that could result in material differences versus forecast earnings, profitability and events. Furthermore, Visiomed Group and its shareholders, affiliates, directors, officers, advisors and employees have not verified the accuracy of, and make no representations or warranties regarding, the statistical data or forward-looking information contained in this press release that originates or is derived from third-party sources or industry publications. Such statistical data and forward-looking information are used solely for information purposes in this press release.

 

¹ Further consideration of €1.8 million will be settled in Visiomed Group shares.
² Theoretical shareholders' equity excluding Q1 2022 earnings