Share Issue/Capital Change • May 7, 2015
Share Issue/Capital Change
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PARIS, France – May 06, 2015 – Mauna Kea Technologies S.A. (Euronext: MKEA, FR0010609263), inventor of Cellvizio, the multi-disciplinary optical biopsy platform, announces today the launch of a capital increase by means of a private placement of up to 1,189,251 new shares, representing approximately 8.49% of the share capital, to institutional investors only. The private placement is conducted by way of an accelerated bookbuilding starting immediately at the end of which the number of new ordinary shares issued and the placement price will be determined.
Mauna Kea intends to primarily use the net proceeds from the placement for the funding of:
The transaction consists of a private placement in France and internationally outside the United States only to institutional investors in accordance with Regulation S promulgated under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). No offer will be made to the public in France, the United States, Canada, Australia, Japan or in any other jurisdiction.
The capital increase will be conducted without the pre-emptive rights of Mauna Kea's existing shareholders pursuant to the delegation granted to the board of directors by the company's shareholders meeting on June 11, 2014 (20th and 21st resolutions).
The private placement is managed by Gilbert Dupont as Sole Global Coordinator and Sole Bookrunner.
Prior to the private placement, Mauna Kea's share capital consists of 13,992,519 ordinary shares.
The book-building process is to begin immediately.
In compliance with the shareholders' delegation to the board, any discount to the issue price of the new ordinary shares may not exceed 15% of the volume weighted average price of Mauna Kea's shares on Euronext Paris calculated over the five trading days prior to the pricing date.
The final subscription price and number of new ordinary shares issued are expected to be announced by Mauna Kea no later than May 07, 2015, as soon as practicable after the close of the book-building process.
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN
The settlement date, on which the new ordinary shares will be delivered to the investors against payment, is expected to be May 12th, 2014.
Application for admission to trading of the new ordinary shares will be made on the regulated market of Euronext Paris under the existing ISIN securities identification code for Mauna Kea's ordinary shares.
The private placement is not subject to a prospectus to be approved by the Autorité des marchés financiers or any other regulatory authority.
The new ordinary shares will be fungible in all respects with Mauna Kea's existing ordinary shares.
Information on Mauna Kea, including its business, financials, perspectives and risk factors on its business, activities, and securities can be found in the company's document de référence registered by the French Autorité des marchés financiers (AMF) on August 6, 2014 under Number R. 14-050 and is available, together with other regulated information about the company, at the company's website at www.maunakeatech.com
Mauna Kea Technologies is a global medical device company focused on leading innovation in endomicroscopy and optical biopsy. The company designs, develops and markets innovative tools to visualize and detect cell abnormalities in real time during standard gastrointestinal and pulmonary endoscopy procedures. The company's flagship product, Cellvizio®, a probe needlebased Confocal Laser Endomicroscopy (pCLE/nCLE) system, provides physicians and researchers with high-resolution cellular imaging of internal tissues. Large-scale, international, multi-center clinical trials have demonstrated Cellvizio's ability to help physicians to more accurately detect early forms of diseases and make immediate treatment decisions. Designed to help physicians in their diagnoses, provide patients with better treatment and reduce hospital costs, the Cellvizio system can be used with virtually any endoscope. Cellvizio has 510(k) clearance from the United States Food and Drug Administration and CE Marking in the European Union for use in the gastrointestinal tract and the urinary and respiratory systems, for endoscopic exploration of the biliary and pancreatic ducts and for fine-needle aspiration procedures. Cellvizio has also obtained SFDA regulatory approval in China and MHLW approval in Japan.
For further information on Mauna Kea Technologies, visit www.maunakeatech.com
Investor Relations & Financial Communication Florent Alba / Pierre Laurent Tél. : +33 (0)1 44 71 94 94 [email protected]
This press release contains forward-looking statements which are based on current plans and forecasts of Mauna Kea Technologies' management. Such forward-looking statements are, by their nature, subject to a number of important risks and uncertainties (such as those described in the company's document de référence registered by the AMF on August 6, 2014 under Number R. 14-050) that could cause actual results to differ materially from the plans, objectives and expectations expressed or implied in such forwardlooking statements. Forward-looking statements speak only as of the date on which they are made, and Mauna Kea Technologies undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise,except as required by law.
In France, the offer of Mauna Kea Technologies shares described above will take place solely as a private placement, in accordance with Article L. 411-2 of the "Code monétaire et financier" and applicable regulations. The offering does not constitute a public offering in France, as defined in Article L. 411-1 of the "Code monétaire et financier" and no prospectus reviewed or approved by the Autorité des marchés financiers will be published.
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN
With respect to Member States of the European Economic Area that have transposed European Directive 2003/71/EC of the European Parliament and European Council (as amended in particular by Directive 2010/73/EU to the extent that the said Directive has been transposed into each Member State of the European Economic Area) (the "Prospectus Directive"), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State.
This press release and the information it contains does not, and will not, constitute a public offering to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, shares of Mauna Kea Technologies in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. Mauna Kea Technologies does not intend to register securities or conduct a public offering in the United States.
This distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
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