• Japanese pharma company Kisco acquires shareholdings

Regulatory News:

SAFE ORTHOPAEDICS (Paris:SAFOR) (FR0012452746 – SAFOR), a company specialized in the design and marketing of single-use implants and instruments improving the minimally invasive treatment of spinal fracture conditions, today announces that it has raised €6.95 million from its capital increase through the issue of new shares with preferential subscription rights for shareholders.

“The rights issue represents a decisive step forward that will help us to accelerate our development in the vertebral fracture market. In particular, we are looking to strengthen our sales teams in France, Germany and the United Kingdom,” said Pierre Dumouchel, Chief Executive Officer of Safe Orthopaedics. “The faster pace of our development will also be offering new minimally invasive technologies and forming new strategic, commercial and technology partnerships. These will be along similar lines to the alliance we announced recently with Japanese company Kisco, a subsidiary of the Otsuka Medical Devices group, which has today established a stake in our share capital via the rights issue.”

The gross proceeds from the rights issue totaled €6,947,338 and led to the issue of 17,368,345 shares at a unit price of €0.40, corresponding to 83% of the initially offered number of shares. All the subscription requests, both by way of right and for excess shares, were satisfied.

Safe Orthopaedics’ post-money share capital will stand at €4,126,802.2, divided into 41,268,022 shares, each with a nominal value of €0.10.

Settlement-delivery and admission to trading of the new shares on Euronext’s regulated market in Paris is due to take place on July 6, 2018. These new shares will be immediately fungible with Safe Orthopaedics’ existing shares already traded on Euronext Paris and negotiable from that date on the same line as the Company’s existing shares under ISIN code FR0012452746.

Ownership of share capital and voting rights after the rights issue

Safe Orthopaedics’ share capital and voting rights break down as follows:

                                  Shareholders/New investors   Before issue   After issue     Number of shares   Number of voting rights   % of share

capital

  % of voting rights   Number of shares   Number of voting rights   % of share

capital

  % of voting rights Executive officers 272 727   522 727   1.14%   1.80% 322 731   572 731   0.78%   1.23% Employees 250 000 500 000 1.05% 1.72% 250 000 500 000 0.61% 1.08% Other founders and consultants 683 333 1 365 666 2.86% 4.69% 683 333 1 365 666 1.66% 2.94% Treasury shares 85 535 - 0.36% - 85 535 - 0.21% - Existing investors 11 196 153 15 279 950 46.85% 52.49% 12 446 149 16 529 946 30.16% 35.57% o/w Idinvest 2 731 655 2 918 023 11.43% 10.02% 3 981 651 4 168 019 9.65% 8.97% New investors - - - - 14 437 500 14 437 500 34.98% 31.06% o/w Kisco Co - - - - 3 750 000 3 750 000 9.09% 8.07% Free float 11 411 929 11 439 640 47.75% 39.30% 13 042 774 13 070 485 31.61% 28.12% Total   23 899 677   29 107 983   100%   100%   41 268 022   46 476 328   100%   100%

LCM

 

MIDCAP

LOUIS CAPITAL MARKETS

PARTNERS

 

Lead Manager and Bookrunner

Advisor to the Company

Information available to investors

Copies of the prospectus bearing the visa of the Autorité des marchés financiers (the “AMF”) on June 11, 2018 under no. 18-235 (the “Prospectus”), consisting of the Registration Document filed on June 11, 2018 under no. R.18-050 and a Securities Note (including the Summary Prospectus), may be obtained free of charge from Safe Orthopaedics (Allée Rosa Luxemburg, Parc des Bellevues, Bâtiment le Californie, 95610 Eragny-Sur-Oise), or by downloading it from the Safe Orthopaedics (www.SafeOrtho.com) Autorité des marchés financiers (www.amf-france.org) websites.

Safe Orthopaedics draws investors’ attention to the risk factors presented in chapter 4 of the Registration Document and in Chapter 2 of the Securities Note.

Key upcoming dates in the financial calendar

  • Second-quarter 2018 revenues: July 10, 2018 (after the market closes)

About Safe Orthopaedics

Founded in 2010, Safe Orthopaedics is a French medical technology company that offers the safest technologies to treat spinal fracture. Delivered sterile, all implants and respective disposable instrumentation are available to the surgeon at any time, any place. These technologies enable minimally invasive approaches, reducing risks of cross contamination and infection in the interest of the patient. Protected by 17 patent families, the SteriSpine™ Kits are CE marked and FDA cleared. The company is based at Eragny-Sur-Oise (France), and has 37 employees.

For more information, visit: www.SafeOrtho.com

Note

This press release does not constitute, and may not be considered as constituting, an offer to the public, an offer for sale or subscription, or a solicitation of a purchase or subscription order, or as being intended to solicit the public’s interest in view of a public offering.

This press release is a promotional communication and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 as modified, particularly by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010, as modified and as transposed in each of the Member States of the European Economic Area (the “Prospectus Directive”).

Regarding the Member States of the European Economic Area other than France (the “Member States”) that have transposed the Prospectus Directive, no action has been undertaken or will be undertaken to allow a public offer of the securities that are the subject of this press release necessitating the publication of a prospectus in any one of the Member States. Consequently, the subject securities may be offered in the Member States solely: (a) to legal entities that are qualified investors as defined in the Prospectus Directive; or (b) in the other cases that do not necessitate the publication by the Company of a prospectus in respect of Article 3(2) of the Prospective Directive and/or of the regulations applicable in that Member State and on the condition that such an offer does not require the publication by the Company of a prospectus under the provisions of Article 3 of the Prospectus Directive or of a supplement to the prospects under the provisions of Article 16 of the Prospectus Directive.

This press release and the information it contains is addressed to and intended solely for persons (i) who are located outside the United Kingdom, (ii) who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”) or (iii) who are referred to by Article 49(2) (a) to (d) of the Financial Promotion Order (high net worth companies, unincorporated associations etc.) or (iv) to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) can be legally communicated or transmitted (the persons referred to in paragraphs (i), (ii), (iii) and (iv) being referred to together as “Authorized Persons”). Any invitation, offer or agreement in view of the subscription or purchase of the securities that are the subject of this press release shall be accessible solely to Authorized Persons and may be carried out solely by Authorized Persons. This press release is addressed solely to Authorized Persons and may not be used by any person other than an Authorized Person. This press release and the information contained herein do not constitute an offer to purchase or subscribe securities or any solicitation whatsoever to purchase or subscribe securities nor any solicitation whatsoever to sell securities in the United States of America or in any other jurisdiction in which the transaction may be subject to restrictions. The subject securities neither have been nor will be registered within the meaning of the U.S. Securities Act of 1933, as modified (the “U.S. Securities Act”), and may not be offered or sold in the United States of America without registration or exemption from the registration requirement pursuant to the U.S. Securities Act, and the Company does not have the intention to make any public offer of its securities in the United States of America.

The dissemination of this press release may, in certain countries, be subject to specific regulations. Persons in possession of this press release are responsible for finding out about and complying with any local restrictions.

This press release must not be published, transmitted or distributed, directly or indirectly, within the territory of the United States of America, Canada, Australia or Japan.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN.

Safe OrthopaedicsFrançois-Henri Reynaud, +33 (0)1 34 21 50 00CFOinvestors@safeorthopaedics.comorRelations InvestisseursNewCapJulien Perez / Valentine Brouchot, +33 (0)1 44 71 94 94SafeOrtho@newcap.euorRelations PresseUlysse CommunicationBruno Arabian, +33 (0)6 87 88 47 26barabian@ulysse-communication.comorNicolas Daniels, +33 (0)6 63 66 59 22ndaniels@ulysse-communication.com