AIX-EN-PROVENCE, France--(BUSINESS WIRE)--Regulatory News:
Inside Secure (Paris:INSD), at the heart of security solutions for mobile and connected devices, announced today the successful completion of fundraising in the global amount of €16 million through the issuance of bonds convertible into new shares and/or exchangeable for existing shares (“OCEANE”) due in 2022.
The OCEANE bonds have been offered by way of two private placements essentially performed with institutional investors in Europe on June 27 and September 5, 2017, and reached the full financial delegation granted by the 25th resolution approved during the shareholders’ extraordinary general meeting held on June 14, 2017.
Amedeo D’Angelo, president and CEO of Inside Secure commented: “We are very pleased with the success of this fundraising, which demonstrates the confidence of investors in Inside Secure’s outlook and provides additional financial flexibility for the growth strategy of the company. The proceeds of this fundraising enable Inside Secure to pursue its selective acquisition strategy related to software security, as illustrated by the completion of the acquisition of Meontrust at the end of August 2017, while optimizing the financing cost and the shareholders’ dilution.”
A first issuance of OCEANE bonds occurred on June 27, 2017, for an amount of approximately €15 million. An additional issuance of OCEANE, to be assimilated to the OCEANE issued in June, was placed on September 5, 2017, to institutional investors and executives of Inside Secure, increasing the amount of the global issuance to approximately €16 million. Mr. Amedeo D’Angelo, president and CEO, Mr. Richard Vacher Detournière, general manager and CFO, and Mr. Jean Schmitt, independent member of the Supervisory Board, have also respectively subscribed to 28,718, 28,718 and 14,358 OCEANE bonds in September 2017.
The 4,313,125 OCEANE bonds have a par value of €3.73 and bear interest at a nominal annual rate of 6.00% with maturity on June 26, 2022. The bond issuance would result in a dilution of 10 percent in the share capital of Inside Secure in the case of conversion into shares of all bonds.
About Inside Secure
About Inside Secure Inside Secure (Euronext Paris – INSD) is at the heart of security solutions for mobile and connected devices, providing software, silicon IP, tools and know-how needed to protect customers’ transactions, content, applications, and communications. With its deep security expertise and experience, the company delivers products having advanced and differentiated technical capabilities that span the entire range of security requirement levels to serve the demanding markets of network security, IoT security, content and application protection, mobile payment and banking. Inside Secure’s technology protects solutions for a broad range of customers including service providers, content distributors, security system integrators, device makers and semiconductor manufacturers. For more information, visit www.insidesecure.com.
No communication or information relating to the bonds convertible into and/or exchangeable for new and/or existing shares (the “Bonds”) may be transmitted to the public in a country where there is a registration obligation or where an approval is required. No action has been or will be taken in any country in which such registration or approval would be required. The issuance or the subscription of the Bonds may be subject to legal and regulatory restrictions in certain jurisdictions; none of Inside Secure and the Bookrunner assumes any liability in connection with the breach by any person of such restrictions.
This press release is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 as amended, as implemented in each member state of the European Economic Area (as notably amended by directive 201/73/EU, to the extent that such directive has been implemented in each member state of the European Economic Area) (the “Prospectus Directive”).
This press release is not an offer to the public, an offer to subscribe or designed to solicit interest for purposes of an offer to the public in any jurisdiction, including France.
The Bonds were offered only by way of a private placement in France and outside France (excluding the United States of America, Canada, Australia or Japan) to persons referred to in Article L.411-2-II of the French monetary and financial code (code monétaire et financier), without an offer to the public in any country (including France).
European Economic Area
With respect to the Member States of the European Economic Area which have implemented the Prospectus Directive (the “Relevant Member States”), no action has been undertaken or will be undertaken to make an offer to the public of the Bonds requiring a publication of a prospectus in any Relevant Member State.
For the purposes of this paragraph, (i) the expression “offer to the public of the Bonds” in any Relevant Member States, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the Bonds to be offered, thereby enabling an investor to decide to purchase or subscribe for the Bonds, as the same may be varied in that Member State.
These selling restrictions with respect to Relevant Member States apply in addition to any other selling restrictions which may be applicable in the Relevant Member States who have implemented the Prospectus Directive.
This press release is addressed only (i) to persons located outside the United Kingdom, (ii) to investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) to people designated by Article 49(2) (a) to (d) of the Order or (iv) to any other person to whom this press release could be addressed pursuant to applicable law (the persons mentioned in paragraphs (i), (ii), (iii) and (iv) all deemed relevant persons (“Relevant Persons”). The Bonds and, if applicable, the shares of Inside Secure to be delivered upon exercise of the conversion rights (the “Financial Instruments”) are intended only for Relevant Persons and any invitation, offer of contract related to the subscription, tender, or acquisition of the Financial Instruments may be addressed and/or concluded only with Relevant Persons. All persons other than Relevant Persons must abstain from using or relying on this document and all information contained therein.
This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Order.
Each institution in charge of the placement has represented and agreed that:
(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated invitations or inducements to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000), received by it in connection with the Bonds, in circumstances in which Section 21(1) of the Financial Services and Markets Act 2000 does not apply to the issuer; and
(ii) it has complied and will comply with all applicable provisions of the Financial Services and Market Act 2000 with respect to anything that it has done or will do in relation to the Bonds in the United Kingdom, from the United Kingdom or otherwise involving the United Kingdom.
United States of America
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities nor of any offer or solicitation to sell securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold, directly or indirectly, within the United States of America except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. Inside Secure does not intend to register any portion of the proposed offering in the United States of America nor to conduct a public offering of securities in the United States of America.
Canada, Australia and Japan
The Bonds may not and will not be offered, sold or purchased in Canada, Australia or Japan.
The distribution of this press release in certain countries may constitute a breach of applicable law. The information contained in this press release does not constitute an offer of securities for sale in Canada, Australia or Japan.