NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA OR JAPAN
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER
OF SECURITIES IN THE UNITED STATES OF AMERICA. NEITHER THE BONDS
NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED
STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM
REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED.
INSIDE SECURE DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE
OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC
OFFERING IN THE UNITED STATES OF AMERICA.
Regulatory News:
Inside Secure (Paris:INSD) (Euronext Paris : INSD), a
leader in embedded security solutions for mobile and connected
devices, announces today the success of the private placement, of
new bonds convertible into new shares and/or exchangeable for
existing shares, maturing on June 29; 2022 for a nominal amount of
€1,087,958.94 (the “New OCEANEs”).
The New OCEANEs are to be issued on the same terms (save for the
issue price) as, and, from the date which is expected to be not
less than 40 days after their issue date, i.e. on an indicative
basis, on October 17, 2017 (the “Assimilation Date”), shall
be fully fungible with and assimilated to the €15 million bonds
convertible into new shares and/or exchangeable for existing shares
maturing on June 29, 2022 (the “Original OCEANEs”, and
together with the New OCEANEs, the “OCEANEs”) by way of a
private placement.
The New OCEANEs will be issued at an issue price of €3.90 per
New OCEANE on September 7, 2017, expected date of the settlement
and delivery of the New OCEANEs..
The Issue results in an additional potential dilution of 0.7% of
the current share capital of Inside Secure.
The New OCEANEs were offered only by way of a private placement,
pursuant to resolutions 25th approved by the shareholders’ general
meeting held on June 14, 2017, 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)
An application for the listing of the New OCEANEs on Euronext
AccessTM (Open market of Euronext in Paris) will be made. Such
listing is expected on September 7, 2017 under ISIN code
FR0013281805 until the Assimilation Date (excluded) and afterwards
under ISIN code FR0013265527.
In the context of the Issue, Inside Secure has agreed a lock-up
undertaking of 90 calendar days as of the settlement date of the
New OCEANEs, subject to certain exceptions.
Inside Secure has been informed by (i) Mr Amedeo D’Angelo,
chairman of the Management Board, (ii) Mr Richard Vacher
Detournière, member of the Management Board and (iii) Mr Jean
Schmitt, independent member of the Supervisory Board, of their
intentions to subscribe to the issue of the New OCEANEs for a total
aggregate amount of €350,000.
In counterpart to these intentions to subscribe, Mr Amedeo
D’Angelo, Mr Richard Vacher Detournière and Mr Jean Schmitt would
consent to a 365 calendar day lockup period on both New OCEANEs and
Inside Secure shares to be issued upon conversion or exchange of
the NEW OCEANEs.
The issue of the New OCEANEs was managed by Natixis acting as
Sole Global Coordinator, Bookrunner and Lead Manager.
The offering of the NEW OCEANEs is not subject to a prospectus
approved by the French financial market authority (Autorité des
marchés financiers) (the “AMF”). Detailed information on
Inside Secure, including its business, results, prospectus and
related risk factors are described in the Company’s reference
document filed with the AMF on March 28, 2017 under number
D.17-0244, which is available together with all the press releases
and other regulated information about the Company, on Inside
Secure’s website (www.insidescure.com). The terms and conditions of
the New OCEANEs will be available on Inside Secure website.
An English slideshow of the Company is also available on the
Company’s website.
This press release does not constitute or form part of any offer
or solicitation to purchase or subscribe for or to sell securities
and the offering of the New OCEANEs is not an offer to the public
in any jurisdiction, including France.
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 & application protection,
mobile payment & 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.
Name: Inside Secure
ISIN Code: FR0010291245
Mnemonic code: INSD
Disclaimer
This press release may not be published, distributed or
released directly or indirectly in the United States of America,
Canada, Australia or Japan.
No communication or information relating to the issuance by
Inside Secure of the new bonds convertible into and/or exchangeable
for new and/or existing shares (the “New 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 New 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 New 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 New Bonds
requiring a publication of a prospectus in any Relevant Member
State. As a result, the New Bonds may only be offered in Relevant
Member States:
(a) to any legal entity which is a qualified investor as defined
in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive); or
(c) in any other circumstances falling within Article 3(2) of
the Prospectus Directive.
For the purposes of this paragraph, (i) the expression “offer
to the public of the New 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 New Bonds to be offered,
thereby enabling an investor to decide to purchase or subscribe for
the New 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.
France
The New Bonds have not been and will not be offered or sold or
cause to be offered or sold, directly or indirectly, to the public
in France. Any offer or sale of the New Bonds and distribution of
any offering material relating to the New Bonds have been and will
be made in France only to (a) persons providing investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d’investissement de gestion de
portefeuille pour compte de tiers), and/or (b) qualified investors
(investisseurs qualifiés) acting for their own account, as defined
in, and in accordance with, Articles L. 411-2 and D.411-1 of the
French monetary and financial code (code monétaire et
financier).
United Kingdom
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 New 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 New 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
New 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 New 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170905006278/en/
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