- Maximum purchase price of EUR 1.50 per share
- Program to run until October 19th, 2023
- Authorization to buy back up to 10% of the share capital, i.e. 29,347,850 shares
Paris, April 17th, 2023
Visiomed Group (FR0013481835 – ALVMG), a group specializing in innovative healthcare technologies and services, today announces the launch of a share buyback program.
Under the powers granted by the General Meeting of April 19th, 2022, via its ninth resolution, and by decision of the Board of Directors at its meeting of April 11th, 2023, Visiomed Group is launching a share buyback program.
Visiomed Group has seen a very significant increase of its outstanding number of shares in less than three years. The company currently has 294,356,419 shares outstanding, compared with 22,158,901 as of June 30th, 2020, a 13.3-fold increase.
The strategy spearheaded by the new management team since April 2022 has enabled Visiomed Group to transform itself into a fast-growing, healthy and structurally profitable company. The implementation of a discretionary share buyback program now appears to be a natural and indispensable step.
The Board of Directors therefore considered that the buyback and cancellation of shares should be a priority.
The Board of Directors also plans to extend the share buyback policy beyond October 19th, 2023 should the Company's next Extraordinary General Meeting approve a resolution instituting a new program.
DESCRIPTION OF THE SHARE BUYBACK PROGRAM
1. Date of the General Meeting authorizing the share buyback program
The General Meeting of April 19th, 2022, via its ninth resolution, authorized the Board of Directors, with the option of sub-delegation under the prevailing legal and regulatory conditions, to purchase, cause to be purchased, hold, sell or transfer, on one or more occasions, its own shares under a share buyback program subject to the provisions of Articles L. 22-10-62 et seq. of the French Commercial Code.
The program announced today, approved by decision of the Board of Directors on April 11th, 2023, follows on from this authorization.
2. Objectives of the share buyback program
Visiomed Group highlights that the General Meeting of April 19th, 2022, via its ninth resolution, set the following objectives for the Company's share buyback program:
- Promote the liquidity and stimulate the price of the Company's shares on the Euronext Growth Paris stock market, or any other market, through an investment service provider acting independently within the framework of a liquidity contract compliant with the code of ethics recognized by the Autorité des Marchés Financiers (French market regulator);
- Deliver the shares purchased in payment or exchange as part of a merger, demerger or transfer;
- Cancel all or part of the shares by way of a capital reduction under the terms of the powers granted by the same General Meeting in its sixteenth (16th) resolution;
- Allocate shares to employees or officers of the Company and of French or foreign companies or groupings related to it, in accordance with legal and regulatory conditions, notably as part of profit-sharing schemes, employee shareholding or company savings plans, the stock option plan, or by way of grants of free shares or any other schemes permitted by regulations;
- Allocate the shares purchased on the exercise of rights attached to securities and entitling the holder, by redemption, conversion, exchange, presentation of a warrant or in any other way, to existing shares to be issued by the Company;
- Where applicable, allocate the shares purchased in the course of implementing any market practice that may be accepted by the Autorité des Marchés Financiers and which complies with the regulations in force at the time of the effective buyback of the shares, it being stipulated that the Company would in such a case inform its shareholders by means of a press release.
3. Maximum percentage of capital, maximum number of shares, characteristics of the shares to be purchased, maximum purchase price and other terms
In compliance with the ceilings approved at the General Meeting of April 19, 2022, the share buyback program will be implemented under the following conditions:
- Maximum percentage buyback authorized: 10% of the share capital, i.e. 29,435,641 shares on the basis of 294,356,419 shares comprising the share capital as of the date of publication of this press release. After taking into account the 87,791 shares currently held by the Company under a liquidity contract, representing 0.03% of the capital, the Company shall be entitled to purchase, as of today, a maximum of 29,347,850 shares representing 9.97% of the share capital. It is stipulated that the amount of the share capital used to calculate this ceiling may be adjusted by the Board of Directors, as needed, to take into account transactions affecting the share capital subsequent to this press release, and that the purchases made by the Company may not under any circumstances cause it to hold, directly or indirectly through its subsidiaries, more than 10% of its share capital;
- Maximum purchase price per share (excluding fees and commissions): EUR 1.50. This means the theoretical maximum amount that can be spent on the buyback program is EUR 44,021,775 based on the maximum percentage buyback authorized and the amount of shares currently held as treasury stock, excluding brokerage fees;
- The number of shares purchased may not exceed 10% of the number of shares comprising the share capital as of the date of such purchases. However, the number of shares purchased with a view to their retention and subsequent delivery in payment or exchange as part of a merger, demerger or contribution may not exceed 5% of the share capital.
The Company's shares are ordinary shares, all of the same class, listed on the Euronext Growth Paris stock market (ISIN FR0013481835).
Buybacks will be carried out by an independent investment services provider that will be entrusted with the task of implementing the buyback program on behalf of the Company, in light of market conditions and taking care not to disrupt the market.
4. Duration of the share buyback program
The program will run until October 19th, 2023, and the share buyback policy will then be extended through a new program to be submitted for approval to the next Extraordinary General Meeting.
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 subsidiaries and holdings:
- Smart Salem, the first digital medical analysis center accredited by the Dubai Ministry of Health (DHA) in the United Arab Emirates, 100% owned by Visiomed Group.
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.
- Bewellthy, created in 2022, a leading player in connected health and teleconsultation solutions and is 49.88% owned by Visiomed Group.
Bewellthy offers an enriched technological universe combining medical devices, software and "health and well-being concierge" services to meet all the needs and use cases of telehealth.
Bewellthy's flagship product, VisioCheck, is the 1st telemedicine station weighing less than 300g for healthcare professionals, available as a case, station or modular healthcare space.
Bewellthy is now deploying its solutions and services in France and abroad, particularly in Italy and the USA.
Based in Paris, VISIOMED GROUP is listed on Euronext Growth (ALVMG). More information on www.visiomed-group.com.
|Jérôme FABREGUETTES-LEIB||Fatou-Kiné N'DIAYE|
|Investor Relations||Financial Press Relations|
|Phone: +33 1 53 67 36 78||Phone: +33 1 53 67 36 75|
© Visiomed Group SA 2023. The brands mentioned are the property of their respective authors. Reproduction prohibited, even partial, without prior authorization.