Amplitude Surgical Announces Its Initial Public Offering on the Regulated Market of Euronext Paris

Regulatory News:

Amplitude Surgical (Paris:AMPLI), a leading French player in the international market for lower limb prostheses (the "Company”), announces today its initial public offering on the regulated market of Euronext Paris (ISIN: FR0012789667 / Symbol: AMPLI).

"We are pleased to announce today our initial public offering on Euronext Paris, which rewards almost 15 years of continued profitable growth”, declared Olivier Jallabert, CEO of Amplitude Surgical. "This constitutes a key step to accelerate the company’s internationalization, both in terms of our expansion strategy and our shareholding structure. This transaction is the result of the contribution of each shareholder, whether historic or new, each partner and each collaborator, to whom I extend our warmest thanks for their support and participation.”

The Global Offering has been supported by major French and international institutional investors, demonstrating their confidence in Amplitude Surgical’s strategy and growth prospects.

The Offer size amounts to €100.0 million, which may be increased up to approximately €109.3 million if the over-allotment option is fully exercised.

Thanks to this transaction, Amplitude Surgical has raised €50.0 million by way of a share capital increase.

The number of the existing shares sold by the Apax Companies and FPCI CIC Mezzanine 2 and FPCI Idinvest Private Debt¹ was reduced to approximately €50.0 million (compared with an initial size of €80.0 million, excluding the extension clause and the over-allotment option). This amount may be increased up to €59.3million if the over-allotment option is fully exercised.

Based on an offering price set at €5 per share, the market capitalisation of Amplitude Surgical amounts to €234.6 million post share capital increase.

Trading of Amplitude Surgical shares (in the form of promesses d’actions for new shares) will begin on 26 June 2015 on the regulated market of Euronext Paris (compartment B). Settlement and delivery of the public offering in the form of an offre à prix ouvert (the "OPO”) and of the international offering (the "International Offering”, and together with the OPO the "Global Offering”) is scheduled on 29 June 2015. Trading of the shares under the product name "AMPLITUDE SURGICAL” is scheduled on 30 June 2015.

The main objective of the issue of new shares by the Company is to finance the Company’s development and growth strategy in the United States and Japan. Approximately 75% of the net proceeds will be allocated to the U.S. expansion and 25% to the Japanese expansion, allocated as follows:

• approximately 40% will be used to finance investments in surgical materials available to practitioners;
• approximately 40% will be allocated to financing the Company’s working capital (trade receivables and inventories of finished implants);
• approximately 10% will be dedicated to the finalisation of the tests required for registration in the United States and Japan in the Group’s hip and knee product range; and
• the remaining 10% will be dedicated to research expenses on new products, mainly in the United States.

GENERAL TERMS OF THE OPO AND INTERNATIONAL OFFERING

• Global Offering price:
  • €5 per share.
  • This price will result in Amplitude Surgical debuting on Euronext Paris with a market capitalization of €234.6 million based on a total number of 46,929,852 shares.
• Breakdown of the Global Offering (excluding exercise of the over-allotment option):
  • 18,156,886 shares have been allocated to the International Offering (i.e. approximately €90.8 million or 90.8% of the total number of shares offered).
  • 1,843,114 shares have been allocated to the OPO (i.e. approximately €9.2 million or 9.2% of the total number of shares offered), corresponding to the total demand in connection with the OPO.
• Size of the Global Offering and gross proceeds (excluding exercise of the over-allotment option):
  • 10,000,000 new shares will be issued by Amplitude Surgical for the Global Offering.
  • Gross proceeds from the issuance of new shares by Amplitude Surgical amounts to €50.0 million.
  • 10,000,000 existing shares will be sold by the Selling Shareholders before the exercise of the over-allotment option.
  • Gross proceeds received by the Selling Shareholders from the sale of existing shares, before exercise of the over-allotment option, amount to €50.0 million.
• Over-allotment option:
  
  The over-allotment option represents a maximum amount of €9.3 million, i.e. a maximum of 1,853,644 supplementary existing shares which may be sold by the Selling Shareholders in the context of the Global Offering, which would bring the total amount of the Global Offering to €109.3 million.
  
  The over-allotment option may be exercised by Natixis for the Global Coordinators on behalf of the Guarantors (as defined below), in whole or in part on one occasion at any time for up to 30 days from the date of pricing of the Global Offering, i.e. for information, until 25 July 2015 (inclusive), to cover over-allotments and to facilitate stabilisation activities.
  
  The entirety of the shares sold by the Selling Shareholders in the Global Offering after exercise of the Over-allotment Option, if any, constitutes the "Existing Shares”.

• Free float:
  
  Amplitude Surgical’s free float will amount to approximately 42.62% of its share capital and could be increased by a maximum of approximately 46.57% of the share capital if the over-allotment option is fully exercised.

Selling shareholders

Based on a price for the Global Offering equal to €5 per share, the Existing Shares are distributed as follows:

Evolution of share capital distribution

Following the initial public offering, Amplitude Surgical’s share capital is distributed as follows:

Timetable for the Global Offering

Codes for the shares

Name: AMPLITUDE SURGICAL
ISIN code: FR0012789667 - Symbol: AMPLI
ICB classification: 4537 - Medical Supplies
Listing market: Euronext Paris, Compartment B

Underwriting syndicate

Natixis and Oddo are acting as Global Coordinators, Joint Lead Managers and Joint Bookrunners (the "Global Coordinators”).

Crédit Agricole Corporate and Investment Bank is acting as Joint Lead Manager and Joint Bookrunner (the "Joint Lead Manager and Joint Bookrunner” and together with the Global Coordinators, the ("Guarantors”).

About Amplitude Surgical

Founded in 1997 in Valence, France, Amplitude Surgical is a leading French player on the global surgical technology market for lower-limb orthopedics. Amplitude Surgical develops and markets high-end products for orthopedic surgery covering the main disorders affecting the hip, knee and extremities, and notably foot and ankle surgery. Amplitude Surgical develops, in close collaboration with surgeons, numerous high value-added innovations in order to best meet the needs of patients, surgeons and healthcare facilities. A leading player in France, Amplitude Surgical is developing abroad through its subsidiaries and a network of exclusive distributors and agents. Amplitude Surgical operates on the lower-limb market through the intermediary of its Novastep subsidiaries in France and the United States. Amplitude Surgical distributes its products in more than 30 countries and had a workforce of 210 staff on December 31, 2014. Amplitude Surgical recorded revenue of 58.2 million euros for its financial year ending on June 30, 2014, with average annual growth of around 15% since 2005 and an average EBITDA margin of more than 20% over 2005-2014.

Disclaimer

This press release does not, and shall not, in any circumstances constitute a public offering, an offer to purchase nor an invitation to the public in connection with any offer.

Information relating to this transaction or to Amplitude Surgical may not be communicated to the public in a country where there is a registration or approval requirement. No action has been (nor will be) taken in any country (other than France) in which such action would be required. The subscription for or purchase of shares of Amplitude Surgical in certain countries may be subject to specific legal or regulatory restrictions. Amplitude Surgical bears no responsibility for a violation of these restrictions by any individual.

This press release does not constitute a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended, including by the Directive 2010/73/EU, to the extent that this Directive has been implemented in the Member States of the European Economic Area (together the "Prospectus Directive”).

This press release constitutes an information for advertising purposes.

In France, a public offering of securities may only be made pursuant to a prospectus having received the French AMF’s visa. With respect to Member States of the European Economic Area other than France (the "Member States”) which have implemented the Prospectus Directive, no action has been (nor will be) taken to enable a public offering of securities requiring the publication of a prospectus in any of these Member States. As a result, the securities may not and will not be offered in any of the Member States (other than France), except in accordance with the exemptions provided under Article 3(2) of the Prospectus Directive, if they have been implemented in the relevant Member State(s) or under any other circumstances which do not require the publication by Amplitude Surgical of a prospectus pursuant to the Prospectus Directive and/or applicable rules in these Member States.

This press release is not being distributed, nor with the approval of an authorized person pursuant to Article 21(1) of the Financial Services and Markets Act 2000. As a result, this press release is only addressed to and aimed at (i) persons who are outside the United Kingdom; (ii) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; (iii) persons who fall within the provisions of Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; or (iv) any other persons to whom this press release may otherwise lawfully be directed (all such persons referred to under (i), (ii), (iii) and (iv) together being referred to as "Authorised Persons"). The securities of Amplitude Surgical are available only to Authorised Persons and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire the securities of Amplitude Surgical may only be directed to or entered into with Authorized Persons. Any person who is not an Authorised Person should not act or rely on this press release or any of its contents. This press release does not constitute an approved prospectus by the Financial Services Authority or by any other regulatory authority in the United Kingdom within the meaning of Section 85 of the Financial Services and Markets Act 2000.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other country (other than France). Securities may only be offered or sold in the United States following registration under the U.S. Securities Act of 1933, as amended (the "Securities Act”), or an exemption from registration. The shares of Amplitude Surgical have not been and will not be registered under the Securities Act, and Amplitude Surgical does not intend to make any public offer of its securities in the United States.

The distribution of this press release in certain countries may constitute a violation of applicable laws. The information contained therein does not constitute an offer of securities in Canada, Australia or Japan. This press release may not be published, communicated or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.

Natixis, acting as stabilising agent, may within a period of 30 days following the public disclosure of the Offering price (according to the indicative timetable until 25 July 2015, included), in accordance with applicable law and regulations, in particular Regulation n° 2273/2003 of the European Commission of 22 December 2003 implementing Directive 2003/06/CE of the European Parliament and of the Council on 28 January 2003 as regards buy-back programmes and stabilisation of financial instruments, carry out transactions to stabilise or maintain the share price of the Company on the regulated market of Euronext Paris. Pursuant to Article 10-1 of (EC) Regulation 2273/03 of 22 December 2003, stabilisation transactions may not be carried out at a price above the Offer price. These transactions are likely to impact the share price and may lead to the setting of a market price higher than that which would otherwise prevail. Even if stabilisation transactions were carried out, Natixis may, at any time decide to discontinue such transactions. The information provided to competent market authorities and the public will be in accordance with Article 9 of the above mentioned Regulation. Pursuant to the provisions of Article 11 (b) of the above mentioned Regulation, Natixis, acting on behalf of the underwriters, may, as the case may be, over allot shares up to the number of shares provided by the over-allotment option under the Offering, increased, as the case may be, by 5% of the Offering (excluding exercise of the over-allotment option).

¹ FPCI Apax France VIII A, FPCI Apax France VIII B, FPCI Apax Ortho and Midinvest, represented by the management company Apax Partners MidMarket SAS (the "Apax Companies”), FPCI CIC Mezzanine 2 and FPCI Idinvest Private Debt (together with the Apax Companies, the "Selling Shareholders”)

This document is not for publication, distribution or dissemination, directly or indirectly, in the United States of America, Canada, Australia or Japan.

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