Do not distribute or disseminate, directly or indirectly, in
the United States of America, Canada, Australia or Japan.
This press release does not constitute an offer of securities
or a solicitation to buy, subscribe or sell securities in the
United States of America or in any other jurisdiction in which it
would be unlawful to do so.
- This transaction will secure the financing of the strategy
and the resources necessary to achieve key clinical milestones
until at least Q4 2022
- Target amount of €9.3 million, which may be increased to
€10.7 million by exercise of the extension clause
- Rights issue open to the public in France and in
Denmark
- Rights detached on March 17, 2021
- Subscription period: from March 19 to March 31, 2021
inclusive in France and from March 19 to March 26, 2021 inclusive
in Denmark
- Subscription parity: 1 new share for 6 existing
shares
- Subscription price: €0.71 (corresponding to DKK 5.29) per
share, i.e. a 5.3% discount on the share price of March 8,
2021
- Transaction secured up to €7.0 million (75.5%) by
subscription commitments from core shareholders Financière de la
Montagne and Invus Public Equities LP.
Onxeo S.A. (Euronext Growth Paris: ALONX, First North
Copenhagen: ONXEO), (“Onxeo” or “the Company”), a
clinical-stage biotechnology company specializing in the
development of innovative drugs targeting tumor DNA Damage Response
(DDR), in particular against rare or resistant cancers, today
announced the launch of a capital increase through the issuance of
new shares (the "New Shares") with shareholders'
preferential subscription rights (PSR) for a gross target amount of
€9.3 million, which may be increased to €10.7 million through the
exercise of the extension clause, at a price of €0.71 per share
with a parity of 1 New Share for 6 existing shares (the "Right
Issue) (the "Capital Increase"). The prospectus relating to the
Rights Issue (the "Prospectus") has received approval no.
21-063 dated March 9, 2021 from the Autorité des marchés financiers
("the AMF").
The proceeds from this issue of New Shares will be used to
finance primarily the expansion and acceleration of the clinical
development of AsiDNA™, in particular in combination with other
anti-cancer agents.
The Company also intends to:
- continue the optimization and preclinical development of new
candidates selected on the platON™ platform,
- optimize pharmaceutical development and compound manufacturing
operations, and
- more generally, finance the Company's operations.
Judith Greciet, Chief Executive Officer of Onxeo stated:
"Our key asset, AsiDNA™, is currently in clinical development in
two ongoing trials. DRIIV-1b aims at showing an increased efficacy
of reference chemotherapy treatments combined with AsiDNA™ in solid
tumors while Revocan has been designed to demonstrate the ability
of AsiDNA™ to overcome tumor resistance to targeted therapies such
as a PARP inhibitor. With this new financing, our goal is to
accelerate the clinical development of AsiDNA™ in the coming months
and initiate additional trials to unlock the potential of this
first-in-class candidate. A randomized Phase 2 study of AsiDNA™ in
combination with platinum-based chemotherapies in a high medical
need indication is already in preparation and should soon be
followed by other proof-of-concept clinical trials. The raised
amount will also support the optimization of a second candidate
issued from our chemistry platform platON™, as well as our
activities related to pharmaceutical development and manufacturing
operations.
We would like to warmly thank our two core shareholders,
Financière de la Montagne and Invus, who are once again
demonstrating their confidence in our long-term development
strategy, as well as other shareholders who will support our
acceleration plan through their participation in this operation.
This capital raise will enable the Company to extend its financial
visibility until the 4th quarter of 2022, taking into account the
new preclinical and clinical programs that the Company intends to
conduct as early as 2021 to accelerate its development."
EVOLUTION OF R&D PROGRAMS
The Prospectus in section 3 of the Amendment (page 13 &
following) and in section 2 of the summary of the Securities note
(pages 5 & 6) provides updated and enriched information on
Onxeo’s programs under development (studies in progress, studies
planned in the short term) and its strategy, as an extension of the
information communicated to the market, including the letter to
shareholders dated February 2, 2021.
MAIN TERMS AND CONDITIONS OF THE RIGHTS ISSUE
Nature of the operation
The fund raising proposed by Onxeo is a capital increase through
the issuance of New Shares with preferential subscription rights
(PSR). Prior to the proposed transaction, Onxeo's share capital
amounted to €19,579,452.50 divided into 78,317,810 shares with a
par value of €0.25 each.
The operation will involve the issue of a maximum of 15,010,913
New Shares (in case of exercise of the extension clause) at a unit
price of €0.71, on the basis of 1 New Share for 6 existing shares
owned: 6 preferential subscription rights will allow to subscribe
to 1 New Share. Each shareholder will receive one preferential
subscription right for each share registered in his securities
account at the end of the accounting day of March 16, 2021,
according to the indicative timetable set out below.
The offering will be open to the public in France and Denmark
only.
Share codes
Name: Onxeo
ISIN Code: FR0010095596
Listing locations: Euronext Growth Paris and Nasdaq First North
Growth Copenhagen
Ticker Euronext Growth Paris: ALONX
Ticker Nasdaq First North Growth Copenhagen: ONXEO
LEI Code: 96950018AS30IUG0V528
Contributors
- Invest Securities is acting as Lead Manager and Bookrunner for
the transaction.
- Invest Corporate Finance will act as Listing Sponsor.
- Nordea Denmark, a subsidiary of Nordea Bank Abp, Finland, will
act as Underwriting Agent in Denmark.
Legal framework of the offer
Pursuant to the delegation received under the 17th and 20th
resolutions adopted by the Extraordinary Shareholders' Meeting of
June 19, 2020, the Board of Directors' meeting of January 20, 2021,
decided, inter alia:
- the principle of a capital increase with preferential
subscription rights, and
- to sub-delegate the effective implementation of this
resolution to the Chief Executive Officer of the Company, who
decided on March 9, 2021 to implement the sub-delegation granted to
him and to proceed with a capital increase by issuing New Shares
with preferential subscription rights, under the following
conditions:
Subscription price of the New Shares
The subscription price was set at 0.71 euro per share, including
0.25 euro par value and 0.46 euro additional paid-in capital to be
fully paid up at the time of subscription, representing a 5.3% face
discount compared to the closing price of Onxeo shares on March 8,
2021, i.e. 0.75 euro.
This subscription price is equivalent to DKK 5.287 for the
public offering in Denmark on the Nasdaq First North Growth
Copenhagen based on the euro/DKK exchange rate on March 9,
2021.
Subscription period
Subscription for the New Shares will be open
- from March 19 to March 31, 2021 inclusive on Euronext Growth
Paris, and
- from March 19 to March 26, 2021 inclusive on Nasdaq First
North Growth Copenhagen.
Number of shares offered
13,052,968 New Shares, which may be increased to a maximum of
15,010,913 New Shares in the event of full exercise of the
Extension Clause.
Gross proceeds of the operation
9,267,607 euros, which may be increased to 10,657,748 euros if
the Extension Clause is exercised in full and to approximately
7,000,000 euros if the offer is limited to 75.5% of the amount of
the planned capital increase (corresponding to subscription
commitments).
Preferential subscription right
The subscription of the New Shares is reserved:
- to the holders of existing shares registered in their
securities account at the end of the accounting day of March 16,
2021 who will be granted preferential subscription rights
(hereinafter "PSR") at the rate of 1 PSR per share held,
- to the assignees of preferential subscription rights.
Holders of preferential subscription rights will be able to
subscribe:
- on an irreducible basis at the rate of 1 New Share at 0.71
euro per share for every 6 existing shares owned. 6 PSR will allow
to subscribe for 1 New Share at a price of 0.71 euro per share.
Subscriptions on an irreducible basis will be allocated in full to
enable the shareholder to maintain his participation in the
capital; and
- the number of New Shares, on a free basis, they would like in
addition to the number of New Shares they are entitled to in
respect of the exercise of their irreducible rights.
No reducible subscription is planned within the framework of the
Rights Issue.
Listing period for preferential subscription rights
The preferential subscription
rights will be listed on Euronext Growth Paris and Nasdaq First
North Growth Copenhagen under ISIN code FR0014001YS4.
- on Euronext Growth Paris: from March 17 to March 29, 2021
inclusive;
- on Nasdaq First North Growth Copenhagen: from March 17 to
March 24, 2021 inclusive.
Theoretical value of the preferential subscription
right
0.006 euro (based on the closing price of Onxeo shares on March
8, 2021, i.e., 0.75 euro). The subscription price of 0.71 euro per
share represents a discount of 4.6% compared to the theoretical
ex-right value of the share.
The offer will be open to the public in France and Denmark
only.
Subscription commitments
Financière de la Montagne and Invus Public Equities LP, core
shareholders of the Company, have committed to participate in the
transaction for a maximum total amount of approximately €7.0
million, of which approximately €2.23 million on an irreducible
basis.
The New Shares that may not be absorbed by irreducible
subscriptions will be allocated in priority to shareholders having
signed subscription commitments, Invus Public Equities LP and
Financière de la Montagne, and then to requests from institutional
investors.
These commitments to subscribe represent thus 75.5% of the total
amount of the central offering of the Rights Issue.
These commitments will at least allow to reach the completion
threshold (75%) of the Offering if the subscriptions on an
irreducible basis do not allow it and may be called beyond that
threshold as free subscriptions, in order to reach the initial size
of the issue, if again the subscriptions on an irreducible basis do
not allow it.
Impact of the issue on the shareholding structure
As an indication, the theoretical impact of the issue, in the
event that the transaction is completed at 100% (excluding the
Extension Clause) and in the event that the subscription
commitments of Financière de la Montagne and Invus Public Equities
LP were to affect in their entirety the distribution of the
Company's capital and voting rights (as at March 9, 2021) is as
follows:
% capital ownership
Before the issue
After the issue
Financière de la Montagne
13.36%
16.08%
Invus Public Equities LP
10.72%
15.36%
Guarantee
The issue is not subject to a guarantee contract.
DILUTION
For information purposes, the impact of the issue on the capital
ownership of a shareholder holding 1% of the Company's share
capital prior to the issue and who does not subscribe to the issue
(calculations based on a number of 78,094,959 shares making up the
Company's share capital at December 31, 2020 after deduction of
treasury shares) would be as follows:
Shareholder's interest
(%)
(in euros per share)
Non-diluted basis
Diluted basis (1)
Before issue of 13,052,968 New Shares
1.00
0.95
After issue of 9,789,726 New Shares(2)
0.89
0.85
After issue of 13,052,968 New Shares
(3)
0.86
0.82
After issue of 15,010,913 New Shares
(4)
0.84
0.80
(1) Taking into account the 4,335,740 options and warrants
giving access to the share capital granted and outstanding as of
the date of this securities note.
(2) Capital increase up to 75.5% of the initial number of new
shares to be issued.
(3) Capital increase up to 100% of the initial number of new
shares to be issued.
(4) Capital increase up to 115% of the initial number of new
shares to be issued (full exercise of the Extension Clause).
INDICATIVE TIMETABLE OF THE OPERATION
March 9, 2021
AMF approval of the Prospectus.
March 10,2021
Notification of a certificate of approval
by the AMF to the Danish Financial Supervisory Authority ("FSA")
(Finanstilsynet).
Distribution of a press release describing
the main features of the operation and the means by which the
Prospectus will be made available to the public.
March 11, 2021
Publication by Euronext Paris and Nasdaq
First North Growth Copenhagen of a notice of issue.
March 12, 2021
Start of the suspension period of the
right to transfer the Company’s current shares between Euronext
Growth Paris and Nasdaq First North Growth Copenhagen.
March 16, 2021
Accounting day at the end of which the
holders of current shares registered for accounting purposes in
their securities account will be attributed preferential
subscription rights.
March 17, 2021
Detachment and start of trading of
preferential subscription rights on Euronext Growth Paris and on
Nasdaq First North Growth Copenhagen.
March 18, 2021
Record date
March 19, 2021
Regaining of the right to transfer the
Company’s existing shares between Euronext Growth Paris and Nasdaq
First North Growth Copenhagen.
Opening of the subscription period on
Euronext Growth in Paris and on Nasdaq First North Growth in
Copenhagen.
March 24, 2021
End of preferential subscription rights
listing on Nasdaq First North Growth Copenhagen.
March 26, 2021
Closing of the subscription period on
Nasdaq First North Growth Copenhagen.
March 29, 2021
End of preferential subscription rights
listing on Euronext Growth.
March 31, 2021
Closing of the subscription period on
Euronext Growth Paris.
April 12, 2021
Possible exercise of the Extension
Clause.
Distribution of a press release by the
Company announcing the result of the subscriptions.
Distribution by Euronext Paris of the
notice of admission of the New Shares indicating the final amount
of the capital increase and indicating the allocation scale.
April 16, 2021
Issuance of New Shares – Settlement and
Delivery.
April 19, 2021
Admission of the New Shares to trading on
Euronext Growth Paris and Nasdaq First North Growth Copenhagen.
INFORMATION FOR DANISH SHAREHOLDERS
The subscription price of the New Shares is denominated in
euros.
Any shareholder wishing to subscribe for the New Shares on the
Nasdaq First North Growth Copenhagen must pay the subscription
price of the New Shares (fixed in euros) in Danish kroner, i.e. DKK
5.287 (based on the exchange rate on March 9, 2021). The Company
has entered into a hedging agreement with Nordea Denmark, a
subsidiary of Nordea Bank Abp, Finland, to hedge against any
potential change in the euro/DKK exchange rate.
The Company will not bear any costs related to the subscription
of the New Shares other than those related to the currency hedging
contract entered into with Nordea.
AVAILABILITY OF THE PROSPECTUS
The Prospectus, having received the approval n°21-063 dated
March 9, 2021 from the Autorité des marchés financiers ("AMF"),
consists of (i) the Universal Registration Document of Onxeo filed
with the AMF on April 27, 2020 under number D.20-0362 (the
"Universal Registration Document"), (ii) the Amendment to the
Universal Registration Document, filed with the AMF on March 9,
2021 under number D.20-0362-A01, (iii) a Securities Note and (iv) a
summary of the Prospectus (included in the Securities note).
Copies of the Prospectus are available free of charge at the
registered office of Onxeo, 49, boulevard du Général Martial Valin
- 75015 Paris. The Prospectus may also be consulted on the websites
of the AMF (www.amf-france.org) and Onxeo (www.onxeo.com) and from
the Lead Manager and Bookrunner.
In connection with the opening of the public offering in
Denmark, an unofficial translation into English of all the
documents constituting the prospectus has also been prepared by the
Company. In the event of any discrepancy between the French
prospectus and the English translation, the French version will
prevail. These documents are also available free of charge at
Onxeo's registered office at 49, boulevard du Général Martial Valin
- 75015 Paris and on Onxeo's website (www.onxeo.com).
Risk Factors
Investors are invited to carefully consider the risk factors
detailed in section 3 of the Universal Registration Document,
section 2 of the Amendment to the Universal Registration Document
and section 2 of the Securities Note. The occurrence of all or part
of these risks may have an adverse effect on the Group's business,
financial position, results or ability to achieve its
objectives.
About Onxeo
Onxeo (Euronext Paris, NASDAQ Copenhagen: ONXEO) is a
clinical-stage biotechnology company developing innovative oncology
drugs targeting tumor DNA-binding functions through unique
mechanisms of action in the sought-after field of DNA Damage
Response (DDR). The Company is focused on bringing early-stage
first-in-class or disruptive compounds from translational research
to clinical proof-of-concept, a value-creating inflection point
appealing to potential partners.
platON™ is Onxeo’s proprietary chemistry platform of
oligonucleotides acting as decoy agonists, which generates new
innovative compounds and broaden the Company’s product
pipeline.
AsiDNA™, the first compound from platON™, is a
first-in-class, highly differentiated DNA Damage Response (DDR)
inhibitor based on a decoy and agonist mechanism acting upstream of
multiple DDR pathways. Translational research has highlighted the
distinctive properties of AsiDNA™, notably its ability to abrogate
tumor resistance to PARP inhibitors regardless of the genetic
mutation status. AsiDNA™ has also shown a strong synergy with other
tumor DNA-damaging agents such as chemotherapy and PARP inhibitors.
The DRIIV-1 (DNA Repair Inhibitor-administered IntraVenously) phase
I study has evaluated AsiDNA™ by systemic administration (IV) in
advanced solid tumors and confirmed the active doses as well as a
favorable human safety profile. The ongoing DRIIV-1b extension
study is evaluating the safety and efficacy of AsiDNA™ at a dose of
600 mg in combination with the reference chemotherapy, carboplatin
-/+ paclitaxel, in advanced metastatic tumors. Preliminary results
from both cohorts showed good tolerability, stabilization of the
disease and an increase in treatment duration compared to previous
treatments. The ongoing REVOCAN phase 1b/2 study evaluates the
effect of AsiDNA™ on the acquired resistance to PARP inhibitor
niraparib in relapsed ovarian cancer (sponsored by Gustave Roussy).
A phase 1b/2 study, AsiDNA™ Children, will be initiated in 2021 to
evaluate the association of AsiDNA™ with radiotherapy in children
with relapsed high-grade glioma (sponsored by Institut Curie).
OX401 is a new drug candidate from platON™, optimized to
be a next-generation PARP inhibitor acting on both the DNA Damage
Response and the activation of immune response, without inducing
resistance. OX401 is undergoing preclinical proof-of-concept
studies, alone and in combination with immunotherapies.
For further information, please visit www.onxeo.com.
Forward looking statements
This communication expressly or implicitly contains certain
forward-looking statements concerning Onxeo and its business. Such
statements involve certain known and unknown risks, uncertainties
and other factors, which could cause the actual results, financial
condition, performance or achievements of Onxeo to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Onxeo is
providing this communication as of this date and does not undertake
to update any forward-looking statements contained herein as a
result of new information, future events or otherwise. For a
discussion of risks and uncertainties which could cause actual
results, financial condition, performance or achievements of Onxeo
to differ from those contained in the forward-looking statements,
please refer to chapter 3 “Risk Factors” ("Facteurs de Risque") of
the Company’s universal registration document filed with the
Autorité des marchés financiers on April 27, 2020 under number
D.20-0362 and to section 2 of the Amendment to the Universal
Registration Document, filed with the AMF on March 9, 2021 under
number D.20-0362-A01, which are available on the websites of the
Autorité des marchés financiers (www.amf-france.org) an the Company
(www.onxeo.com).
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version on businesswire.com: https://www.businesswire.com/news/home/20210310005823/en/
Onxeo Valerie Leroy, Investor Relations investors@onxeo.com +33 1 45 58 76 00
Media Relations Nicolas Merigeau NewCap onxeo@newcap.eu +33 1 44 71 94 98
Investor Relations / Strategic Communication Dušan
Orešanský / Emmanuel Huynh NewCap onxeo@newcap.eu +33 1 44 71 94 92
Certified Adviser for Nasdaq First North Kapital Partner
www.kapitalpartner.dk info@kapitalpartner.dk +45 89 88 78 46