Exosens increases the size of the offering in the context of its Initial Public Offering

Exosens increases the size of the offering in the context of its Initial Public Offering

PRESS RELEASE
MÉRIGNAC, FRANCE – 5 JUNE 2024

In light of strong demand from investors in the placement, Exosens today announces that it increases the size of the Offering in the context of its initial public offering to 350 million euros (before exercise of the Over-Allotment Option) and 402.5 million euros in case the Over-Allotment Option is exercised in full (compared to respectively €300 million and €345 million initially announced)

The Placement will end at noon (Paris time) on 6 June 2024 (compared to 5:00 p.m. Paris time on 6 June 2024 initially announced); the other dates of the timetable announced on 3 June 2024 remain unchanged, with Exosens shares beginning trading on the regulated market of Euronext Paris on 7 June 2024 on a single line entitled “Exosens Promesses” and the settlement and delivery of the initial public offering occurring on 11 June 2024

Structure of the Offering remains unchanged, i.e.:

• Admission to trading on the regulated market of Euronext Paris ("Euronext Paris") of all the ordinary shares comprising the share capital of Exosens ("Exosens" or the "Company"),
• Private placement with institutional investors in France and outside France (including a private placement in the United States with qualified institutional buyers ("QIBs") pursuant to rule 144A of the Securities Act) (the "Private Placement"),
• Reserved capital increase for Bpifrance Participations at the price of the Private Placement in order to hold 4.50% of the Company's share capital post-IPO, together the "Offer".

Size of the Offering is now the following: A total amount of 350 million euros including (i) the sale of 8,500,000 existing shares (the "Initial Sale Shares") representing an amount of 170 million euros, by HLD Europe, Invest Prince Henri and Invest Gamma (together, “HLD”) and certain minority shareholders of the Company (together, the "Selling Shareholders"), (ii) the issuance of 6,714,741 new shares (the "New Shares in the Private Placement") representing an amount of 134 million euros, as well as (iii) the issuance of 2,285,260 new shares reserved for Bpifrance Participations (the "New Shares Reserved for Bpifrance Participations" and together with the New Shares in the Private Placement, the "New Shares") representing an amount of 46 million euros, being specified that the proceeds from the issuance of the New Shares is unchanged.

Over-Allotment option to acquire shares representing in total a maximum of 15% of the combined number of New Shares and Initial Sale Shares, i.e. a maximum of 2,625,002 Additional Existing Shares (the "Over-Allotment Option"), representing a maximum amount of 52.5 million euros.

The other terms and conditions of the Offering (including the price of the Private Placement at €20 per share), described in the press release published on 3 June 2024 and the prospectus approved by the French Autorité des marchés financiers on 31 May 2024 under number 24-188,
remain unchanged.

Following the IPO, Exosens will continue to be controlled by Groupe HLD.

As a result of the increase of the size of the Offering, the share capital of the Company will consist in 41,782,551 ordinary shares with a nominal value of €0.425 each, after completion of the reorganisation of the corporate structure of the Groupe implemented prior to the initial public offering of the Company and before the settlement and delivery of the Offering, and 50,782,552 ordinary shares with a nominal value of €0.425 each, after the settlement and delivery of the Offering¹.

As a result of the increase of the size of the Offering described above, the breakdown of the Sale Shares is as
follows: 

In addition, as a result of the increase of the size of the Offering described above, following the Private Placement and the Reserved Capital Increase for Bpifrance Participations, the breakdown of the Company’s share capital would be as follows, on an illustrative basis:

Information available to the public

Copies of the Prospectus approved by the AMF on 31 May 2024 under number 24-188, consisting of (i) a registration document approved on 22 May 2024 under number I. 24-010, (ii) a supplement to the registration document approved on 31 May 2024 under number I. 24-011 and (iii) a securities note including a summary of the Prospectus, are available free of charge on request from the Group at the following address: Exosens, 18 Avenue Pythagore, 33700 Mérignac, France, as well as on the websites of the AMF (www.amf-france.org)
and Exosens (https://www.exosens.com/).

The Group draws the public's attention to the risk factors set out in chapter 3 of the registration document and in section 2 of the securities note. The realization of one or more of such risks may have a material adverse effect on the Group's activities, reputation, financial position, results or outlook, and on the trading price of Exosens’ shares.

Download the press release - EN

Download the press release - FR

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¹ Compared to, respectively, 41,793,718 ordinary shares and 50,793,719 ordinary shares initially announced.

 

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Press contact:

For Exosens
Brunswick group – exosens@brunswickgroup.com
Benoit Grange, + 33 6 14 45 09 26
Hugues Boëton, + 33 6 79 99 27 15
Laetitia Quignon, + 33 6 83 17 89 13

For Groupe HLD
DGM
Charles-Etienne Lebatard : +33 6 14 74 83 08
Etienne Gautier : +33 7 48 15 22 35
Christian d'Oléon : + 33 6 08 49 89 07

Disclaimer

This press release is not being made in and copies of it may not be distributed or sent, directly or indirectly, into the United States of America, Canada, Australia or Japan.

The distribution of this press release may be restricted by law in certain jurisdictions. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions. This press release is provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France. Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the “Prospectus Regulation”), also forming part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”).

With respect to the member States of the European Economic Area and to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State or the United Kingdom. As a result, the securities may not and will not be offered in any relevant member State or the United Kingdom except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation, also forming part of the domestic law in the United Kingdom by virtue of EUWA, or under any other circumstances which do not require the publication by Exosens of a prospectus pursuant to Article 3(2) of the Prospectus Regulation, also forming part of the domestic law in the United Kingdom by virtue of EUWA, and/or to applicable regulations of that relevant member State or the United Kingdom. In France, an offer to the public of securities may not be made except pursuant to a prospectus that has been approved by the French Financial Markets Authority (the “AMF”). The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.

This press release does not constitute an offer to purchase or to subscribe for securities in the United States or in any other jurisdiction.

The securities referred to herein may not be offered or sold in the United States of America absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended. Exosens does not intend to register all or any portion of the offering of the securities in the United States of America or to conduct a public offering of the securities in the United States of America.

This press release does not constitute an offer of securities to the public in the United Kingdom. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA and who are also (x) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (y) high net worth entities, or other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.