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Regulatory News:
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.
Capital breakdown
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:
Shareholders
Number of shares
% capital
Voting rights
% capital
Members of the Board of
Directors
974,471
12.70%
1,831,971
20.73%
Djanka Investissement (company under the
control of Sébastien PELTIER)
640,000
8.34%
1,245,000
14.09%
Financière Eloujon (company under the
control of Jocelyn PINEAU)
327,271
4.27%
579,771
6.56%
Pascal SIRVENT
7,200
0.09%
7,200
0.08%
Financial investors
607,947
7.93%
771,450
8.73%
Amiral Gestion
444,444
5.79%
444,444
5.03%
Nestadio
163,503
2.13%
327,006
3.70%
Members of the supervisory
board
3,000
0.04%
3,000
0.03%
Public
6,070,422
79.13%
6,232,665
70.51%
Liquidity contract
15,304
0.20%
-
-
TOTAL
7,671,144
100.00%
8,839,086
100.00%
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.
ABOUT VALBIOTIS 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
Name: Valbiotis ISIN code: FR0013254851
Mnemonic code: ALVAL
DISCLAIMER 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200716006065/en/
CORPORATE COMMUNICATION / VALBIOTIS Carole ROCHER / Marc
DELAUNAY +33 5 46 28 62 58 media@valbiotis.com
FINANCIAL COMMUNICATION / ACTIFIN Stéphane RUIZ +33 1 56 88 11
14 sruiz@actifin.fr
MEDIA RELATIONS / MADIS PHILEO Guillaume DE CHAMISSO +33 6 85 91
32 56 guillaume.dechamisso@madisphileo.com
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