AMA has completed its fund raising of €7.99million
AMA CORPORATION PLC (“AMA”), pioneer in assisted reality solutions, editor and integrator of B2B software solutions for the smart workplace, announces today the completion of its capital increase with cancellation of the subscription right in the context of a public offering, of an amount of €7.99 million (the “Offer”).
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
The Offer was carried out by issuing 30,769,230 new ordinary shares with a nominal value of £0.125 (the “New Shares”) in the context of a capital increase with cancellation of the preferential subscription right of the shareholders, at the price of €0.26 per share, implying gross proceeds of € 7,999,999.80 million. The gross proceeds of the Offer amount to €7,999,999.80 million. The net proceeds of the Offer are approximately €7.8 million.
Guillemot Brother SAS, a shareholder with 34.38% of the Company's capital and voting rights, which had undertaken to subscribe for 100% of the Offer, subscribed for 30,682,640 new shares (i.e. 7.98 million euros).
The offering price, determined by the board of directors, was €0.26 per new share, which represents a discount of 10.3% compared to the closing share price the day it was set on 12th June 2023 (€0.29).
Settlement and delivery of the new shares issued in connection with the Transaction will take place on Friday 30 June 2023 and their admission to trading on the Euronext Growth market under ISIN code GB00BNKGZC51 (ticker: ALAMA) will take place on Friday 30 June 2023. They will be treated in the same way as existing shares as soon as they are issued and will confer the same rights as existing shares in circulation.
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.
Lock-up agreements
Guillemot Brothers committed towards TP ICAP Midcap to a lock-up of 180 calendar days following the settlement date of the New Shares covering the entirety of the shares held as well as the entirety of the New Shares.
Undertaking not to initiate a squeeze-out
The Guillemot family and Guillemot Brothers have undertaken not to initiate a squeeze-out procedure during the twelve months following the settlement of the Offer.
The Guillemot family and the Company would like the free float of the Company to remain as large as possible and to be maintained within a range of 10% to 15%. They will consider the various means available to them to increase the free float.
Financial intermediaries
TP ICAP (Midcap) acts as Global Coordinator, Lead Manager and Bookrunner of the Offer.
Impact of the issuance of the shares on the interest of the shareholders
The impact of the issuance of the New 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 New 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 December 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€
Impact of the issuance on the ownership structure
AMA's share capital will consist of 53,225,045 shares following settlement.
To the best of the Company's knowledge, the ownership structure (on a non-diluted basis) before and after completion of the Offer is as follows:
Prior to the transaction
After the transaction
Theoretical number of shares and voting rights
Theoretical % of share capital and voting rights
Theoretical number of shares and voting rights
Theoretical % of share capital and voting rights
Guillemot Brothers SAS
7,721,212
34.38%
38,403,852
72.15%
Guillemot family
10,178,375
45.33%
10,208,375
19.18%
Free float
4,556,228
20.29%
4,612,818
8.67%
Total
22,455,815
100.00%
53,225,045
100.00%
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.
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.
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.
