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solicitation of an offer to subscribe for or buy securities of
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he/she is not subject to local laws or regulations prohibiting or
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the applicable laws or regulations.
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DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
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Regulatory News:
Advicenne SA (FR0013296746 - ADVIC) (the
“Company”), a specialty pharmaceutical company dedicated to
developing and commercializing innovative treatments for those
suffering from rare renal diseases, announced today the launch of a
capital increase by means of an accelerated bookbuild offering
reserved to the category of investors described below (the
“Offering”), for an amount of approximately 10 million
euros.
The Company intends to use the net proceeds of the Offering to
finance the resumed clinical development of Sibnayal™ (ADV7103) in
phase III in distal Renal Tubular Acidosis (dRTA) in the United
States. The proceeds will also finance the phase III of Sibnayal™
(ADV7103) in cystinuria in both North America and Europe, which may
need additional funding to get its market approval in both
territories. Finally, proceeds will serve for general corporate
purposes.
The Company believes that its current cash and cash equivalents
before the Offering will be sufficient to fund its operations until
October 2021 and that it will need an additional amount of around
EUR 10 million, to meet its funding requirements on the next twelve
months. Taking into account expected Offering gross proceeds of EUR
10 million, the Company’s cash and cash equivalent should be
sufficient to funds its operations until July 2022.
In the context of the Offering, the Company is considering
issuing new ordinary shares (the “New Shares”) without
shareholders’ pre-emptive rights pursuant to the 26th resolution of
the combined general meeting of the shareholders of the Company
held on June 14, 2021 and in accordance with Article L. 225-138 of
the French Commercial Code (Code de commerce) and the decisions of
today’s board of directors of the Company. The Offering will thus
be reserved to the following category of beneficiaries natural or
legal entities (including companies) trusts and investment funds or
other investment vehicles whatever their form (including, without
limitation, any investment fund or venture capital company,
including any FPCI, FCPI or FIP), governed by French or foreign
law, whether or not shareholders of the Company, that invest on a
regular basis, or having invested at least one million euros over
the last 36 months, in the health or biotechnological sectors. The
New Shares may cover a maximum of 1.617.530 ordinary shares of the
Company, i.e. up to 20 % of its outstanding share capital.
In accordance with the 26th resolution of the combined general
meeting of the shareholders of the Company held on June 14, 2021,
the issuance price of the New Shares will be at least equal to the
Company’s volume weighted-average price of the Company’s shares on
the regulated market of Euronext in Paris over the three trading
days immediately preceding the setting of the issuance price,
possibly reduced by a maximum discount of 15%.
The offering price per New Share, as well as its final number,
will be determined following an accelerated bookbuilding process
starting immediately and expected to end before the start of
trading on the regulated market of Euronext in Paris on June 23,
2021, subject to acceleration or extension. The Company will
announce the results of the Offering as soon as possible following
the closing of the order book in a press release, which will
specifically indicate the main final terms of the Offering.
Settlement-delivery for the New Shares issued in connection with
the Offering is expected to occur within 2 business days from the
closing of the capital increase.
No prospectus is required to be approved by the French financial
markets authority (Autorité des marchés financiers – the
“AMF”) in connection with the Offering.
Gilbert Dupont is acting as Global Coordinator and sole
Bookrunner for the Offering.
The Offering is not subject to any guarantee. However, the
Offering is the subject of an agreement entered between the Company
and the Global Coordinator and sole Bookrunner.
Standstill and lock-up provisions
In connection with the Offering, the Company has entered into an
abstention commitment, which restricts the issuance of additional
ordinary shares ending 90 days after settlement and delivery of the
New Shares, subject to customary exceptions as well as the ability
to request a waiver from the Global Coordinator and sole
Bookrunner. The Company’s main shareholders and members of the
Company’s board of directors have undertaken not to sell any shares
in the Company for 90 days following the settlement and delivery of
the New Shares, subject to customary exceptions and the ability to
request a waiver from the Global Coordinator and sole
Bookrunner.
This press release contains inside information within the
meaning of Article 7(1) of the EU Market Abuse Regulation.
Risk Factors
The Company draws the public’s attention to the risk factors
related to the Company and its activities presented in section 3 of
the Company’s universal registration document filed with the AMF on
December 23, 2020 under number D.20-1017, as updated, as the case
may be, in its 2020 financial annual report published on May 3,
2021 and press releases, copies of which are available free of
charge on the website of the Company (www.advicenne.com).
In addition, investors are invited to consider the following
risks: (i) the market price for the Company's shares may fluctuate
and fall below the subscription price of the shares issued pursuant
to the Offering, (ii) the volatility and liquidity of the Company's
shares may fluctuate significantly, (iii) sales of Company’s shares
may occur on the market and have a negative impact on the market
price of the shares, and (iv) the Company’s shareholders could
undergo a potentially material dilution resulting from any future
capital increases that are needed to finance the Company.
About Advicenne
Advicenne (Euronext: ADVIC) is a pharmaceutical company founded
in 2007, specializing in the development of innovative treatments
in Nephrology. Its lead drug candidate is currently in late-stage
clinical trials for two kidney diseases: dRTA and cystinuria.
ADV7103 has just received a Marketing Approval (MAA) for the
treatment of dRTA. Headquartered in Paris, Advicenne has been
listed on the regulated market of Euronext in Paris since 2017 and
was cross-listed on the Euronext Brussels stock exchange in
2019.
For additional information see: https://advicenne.com/
Disclaimer
This press release does not constitute an offer to sell or the
solicitation of an offer to buy ordinary shares of the Company, and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of that jurisdiction.
This announcement is an advertisement and not a prospectus
within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended (the
“Prospectus Regulation”).
With respect to Member States of the European Economic Area
(including France), no action has been taken or will be taken to
permit a public offering of the securities referred to in this
press release requiring the publication of a prospectus in any
Member State. Therefore, such securities may not be and shall not
be offered in any Member State other than in accordance with the
exemptions of Article 1(4) of the Prospectus Regulation or,
otherwise, in cases not requiring the publication of a prospectus
under Article 3 of the Prospectus Regulation and/or the applicable
regulations in such Member State.
This press release and the information it contains are being
distributed to and are only intended for persons who are (x)
outside the United Kingdom or (y) in the United Kingdom and are (i)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”), (ii) high net worth entities and
other such persons falling within Article 49(2)(a) to (d) of the
Order (“high net worth companies”, “unincorporated associations”,
etc.) or (iii) other persons to whom an invitation or inducement to
participate in investment activity (within the meaning of Section
21 of the Financial Services and Market Act 2000) may otherwise
lawfully be communicated or caused to be communicated (all such
persons in (y)(i), (y)(ii) and (y)(iii) together being referred to
as “Relevant Persons”). Any invitation, offer or agreement
to subscribe, purchase or otherwise acquire securities to which
this press release relates will only be engaged with Relevant
Persons. Any person who is not a Relevant Person should not act or
rely on this press release or any of its contents.
This press release may not be distributed, directly or
indirectly, in or into the United States. This press release and
the information contained therein do not, and will not, constitute
an offer of securities for sale nor the solicitation of an offer to
purchase securities in the United States or any other jurisdiction
where restrictions may apply. Securities may not be offered or sold
in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
“Securities Act”). The securities of the Company have not
been and will not be registered under the Securities Act, and the
Company does not intend to conduct a public offering in the United
States.
The distribution of this press release may be subject to legal
or regulatory restrictions in certain jurisdictions. Any person who
comes into possession of this press release must inform him or
herself of and comply with any such restrictions.
Any decision to subscribe for or purchase the shares or other
securities of the Company must be made solely based on information
publicly available about the Company. Such information is not the
responsibility of Gilbert Dupont and has not been independently
verified by Gilbert Dupont.
This press release and the information contained herein do not
constitute an offer to sell or subscribe to, or a solicitation of
an offer to buy or subscribe to, shares in the Company in any
country. This press release contains forward-looking statements
that relate to the Company’s objectives. Such forward-looking
statements are based solely on the current expectations and
assumptions of the Company’s management and involve risk and
uncertainties. Potential risks and uncertainties include, without
limitation, uncertainties involved in the placing on the market and
commercialization of Advicenne products. The Company’s objectives
as mentioned in this press release may not be achieved for any of
these reasons or due to other risks and uncertainties. No guarantee
can be given as to any of the events anticipated by the
forward-looking statements, which are subject to inherent risks,
including those described in Chapter 3, “Risk Factors,” of its
universal registration document, filed with the latter on December
22, 2020 as updated, as the case may be, in its 2020 financial
annual report published on May 3, 2021.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210622005942/en/
Advicenne David Solomon, Chairman Didier Laurens, CEO +33
(0)4 66 05 54 20 Email: investors@advicenne.com
Consilium Strategic Communications Mary-Jane Elliott,
Ashley Tapp, Davide Salvi +44 (0)20 3709 5700 Email:
advicenne@consilium-comms.com
NewCap Financial communications Dusan Oresansky, Emmanuel
Huynh +33 (0)1 44 71 94 94 Email: advicenne@newcap.eu
Ulysse Communication Media relations Bruno Arabian +33
(0)6 87 88 47 26 Email: advicenne@ulysse-communication.com