VALBIOTIS Opens up Its Capital to a New Shareholder, AMIRAL GESTION, at a Share Price of 4.50 EUROS, Representing a Premium of 5.4% Compared to the Closing Stock Exchange Price on July 16, 2020
VALBIOTIS (Paris:ALVAL) (FR0013254851 – ALVAL, French PEA/SME eligible), a Research & Development company committed to scientific innovation for preventing and combating metabolic diseases, announces a capital increase via a €2 M private placement by AMIRAL GESTION, through its NOVA2 and Sextant PME funds, within an offer for the benefit of qualified investors referred to in Article L.411-2 1° of the French Monetary and Financial Code.
The subscription price for the VALBIOTIS shares was set at €4.50 per share (issuance fee included), which represents a premium of 5.4% compared to the closing price on 16 July 2020. This capital increase enables VALBIOTIS to benefit from additional financial resources for its development, notably its three research programs against hypercholesterolemia, arterial hypertension and hepatic steatosis.
Sébastien PELTIER, Chairman of the VALBIOTIS Board of Directors stated:
“We would like to thank our new shareholder, AMIRAL GESTION, for its trust and support. The funds raised considerably bolster our financial position and confirm investors interest in our development model, which has led to sign a partnership with Nestlé Health Science for the reduction of Type 2 diabetes risk factors. After this first success, this fundraising demonstrates our desire to further expand the room our Company has to manoeuvre as we pursue our development plan, addressing huge markets such as hypercholesterolemia, arterial hypertension and hepatic steatosis.”
The private placement modalities
The capital increase was made with the removal of the preferential subscription right from qualified investors, in the context of an offer within the meaning of Article L.411-2 1° of the French Monetary and Financial Code of new shares (the "Offer"), in accordance with the 12th resolution passed by the Company’s Combined General Meeting on May 28, 2020.
An overall number of 444,444 New Shares (the “New Shares”), with a unit face value of €0.10, were issued to AMIRAL GESTION, through its NOVA2 and Sextant PME funds, representing 6.15% of the share capital of the Company before the Offer was made and 5.79% of the share capital of the Company after the achievement of the Offer.
The issuing price of the New Shares was set at €4.50, that represents a premium of 5.4% compared to the closing price of the Company’s share on the Euronext Growth Paris on July 16, 2020, i.e. €4.27.
The settlement and delivery of the New Shares and their admission to trading on the Euronext Growth Paris market is scheduled for July 21, 2020. The New Shares will be subject to all the statutory provisions and will be assimilated to the old shares as soon as the Capital Increase is finally realised, they will carry current use and will be admitted to trading on the Euronext Growth Paris market on the same listing line as the shares of the Company already listed under the same ISIN code FR0013254851 – ALVAL.
The Company’s share capital will be composed of 7,671,144 shares upon completion of the operation.
For information, the interest of a shareholder with 1% of the Company’s share capital prior to the issuing will be brought to 0.94%.
Therefore, after the capital increase, the Company’s share capital will be broken down as follows:
Number of shares
Members of the Board of Directors
Members of the supervisory board
Within the framework of the Private Placement, the Company concluded a lock-up agreement for a duration of 90 days starting from the date of settlement of this operation.
Portzamparc (Groupe BNP Paribas) acted as Lead Arranger and Bookrunner of the operation.
As per the provisions of Article 211-3 of the General Regulations of the Financial Market Authority, the offer of Company shares within the framework of this Private Placement did not give rise to a prospectus submitted for the approval of the Financial Market Authority. Detailed information concerning VALBIOTIS, in particular regarding its activity, results and corresponding risk factors, appears in the annual financial report for the business year ending on 31 December 2019, which can be consulted on its website (www.valbiotis.com), along with further regulatory information and all of the Company’s press releases.
VALBIOTIS is a Research & Development company committed to scientific innovation for preventing and combating metabolic diseases in response to unmet medical needs.
VALBIOTIS has adopted an innovative approach, aiming to revolutionize healthcare by developing a new class of nutritional health solutions designed to reduce the risk of major metabolic diseases, based on a multi-target approach and made possible by the use of plant-based ingredients.
Its products are intended to be licensed to players in the health world.
VALBIOTIS was founded in La Rochelle in early 2014 and has formed numerous partnerships with top academic centers. The Company has established three sites in France – Périgny, La Rochelle (17) and Riom (63).
VALBIOTIS is a member of the "BPI Excellence" network and received the "Innovative Company" status accorded by BPI France. Valbiotis has also been awarded "Young Innovative Company" status and has received major financial support from the European Union for its research programs by obtaining support from the European Regional Development Fund (ERDF). VALBIOTIS is a PEA-SME eligible company.
Find out more about VALBIOTIS: www.valbiotis.com
ISIN code: FR0013254851
Mnemonic code: ALVAL
Certain statements contained in this press release constitute forward-looking statements. Although the Company considers the projections made on the basis of the forward-looking statements to be reasonable, they are based on many risks and uncertainties, which could lead to actual results different from those contained in the forward-looking statements.
This press release is for informational purposes only, and the information contained therein does not constitute an offer to sell or the solicitation of an offer to buy securities of the Company in any jurisdiction, including in France.
The distribution of this press release may be restricted by certain local laws. The beneficiaries of this press release are required to inform themselves of the possible restrictions to which they may be constrained, and if necessary to observe them. This press release does not constitute an offer or a solicitation of an offer to buy or subscribe for securities in France.
This press release is a promotional communication and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation").
In France, the offer of the shares of the Company described above will be made exclusively within the framework of an offer for the benefit of qualified investors within the meaning of article 2 (1) (e) of the Prospectus Regulation, in accordance with Article L. 411-2 of the Monetary and Financial Code and the applicable regulatory provisions. No prospectus has been nor will be published or approved by the Autorité des Marchés Financiers.
With regard to the Member States of the European Economic Area other than France (the "Member States"), no action has been taken or will be taken to allow a public offering of securities making it necessary to publication of a prospectus in one of these Member States. Consequently, the securities cannot be offered and will not be offered in any of the Member States (other than France), except in accordance with the exemptions provided for in Article 1 (4) of the Prospectus Regulation, or in other cases not requiring not the publication by VALBIOTIS of a prospectus under article 3 of the Prospectus Regulation and / or of the regulations applicable in these Member States.
As regards the United Kingdom, the press release is only intended for persons who are (i) "investment professionals" (persons with professional experience in investment matters) within the meaning of Article 19 (5 ) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) being persons within the scope of section 49 (2) (a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) persons to whom an invitation or an invitation to participate in an investment activity (within the meaning of article 21 of the Financial Services and Markets Act 2000) in the context of the issue or sale of financial securities could be legally addressed (all of these persons being designated together as the "Relevant Persons").
This press release is addressed only to Relevant Persons and no person other than a Relevant Person may use or rely on this press release for any action. Any investment or investment activity to which this press release refers is only accessible to Relevant Persons and must only be carried out with Relevant Persons.
This press release is not intended for publication or distribution, direct or indirect, in the United States and does not constitute or form part of any offer of securities in the United States or any solicitation to purchase, subscription or sale of securities in the United States. The new shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Securities will not be and may not be sold or offered to the public in the United States without registration or an exemption from registration under the Securities Act. VALBIOTIS does not intend to register or conduct a public offering of securities in the United States.
This press release is not intended for publication or distribution in the United States, Canada, Japan or Australia. The information contained in this press release does not constitute an offer of securities in the United States, Canada, Japan or Australia or any other jurisdiction in which such an offer would be considered illegal.
CORPORATE COMMUNICATION / VALBIOTIS
Carole ROCHER / Marc DELAUNAY
+33 5 46 28 62 58
FINANCIAL COMMUNICATION / ACTIFIN
+33 1 56 88 11 14
MEDIA RELATIONS / MADIS PHILEO
Guillaume DE CHAMISSO
+33 6 85 91 32 56
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