Press releases
Payment of the balance of the Smart Salem share acquisition price via a EUR 1.8 million reserved capital increase subscribed by Smart Salem shareholder
Paris, June 3rd, 2022
Visiomed Group (FR0013481835 - ALVMG), a key player in the European connected healthcare sector, today announces the payment of the balance of the acquisition price for all Smart Salem shares via a €1.8 million reserved capital increase subscribed by one of the shareholders of Smart Salem.
In exercise of the authority delegated under the 14th resolution of the Combined General Meeting of the Company's shareholders held on April 22nd, 2022, Visiomed Group carried out a capital increase of €1,860,628.12, issue premium included, through the issuance of 8,235,965 new ordinary shares at a price of €0.22591501 per new share, issue premium included. These shares were fully subscribed by one of the former shareholders of Smart Salem, by offsetting the receivable it holds against Visiomed Group following the purchase of Smart Salem shares by the Company, in accordance with the acquisition agreement.
The issue price of the new shares was set at €0.22591501 per share. This price includes a premium of 21.5% over 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 14th resolution of the Combined General Meeting of the Company's shareholders held on April 22nd, 2022.
The new shares issued are fungible with existing shares and will be admitted to trading on Euronext Growth Paris on June 8th, 2022, on the same listing line as existing shares under ISIN code FR0013481835. Following this transaction, Visiomed Group's share capital will amount to €2,894,182.20, divided into 289,418,220 shares with a par value of €0.01 each. The interest of a shareholder holding 1% of the share capital prior to this transaction will be 0.97% after the transaction.
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 found(in French only) on 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.
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
Jérôme FABREGUETTES-LEIB Investor Relations visiomed@actus.fr Phone: +33 1 53 67 36 78 | Fatou-Kiné N'DIAYE Financial Press Relations fndiaye@actus.fr Phone: +33 1 53 67 36 75 |
© 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 14th, 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. Such statements are based on current guidance and the assumptions made by the Company's management. 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.
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