- Capital increase with pre-emptive subscription rights ("PSR")
for an initial amount of €6.0 million, which may be increased to
€6.9 million if the Extension Clause is fully exercised.
- Subscription price: €2.41 per share, i.e. a 27.4% discount on
the face value
- Subscription ratio: 1 new share per 4 existing shares
- Subscription commitments of €4.6 million, by Bpifrance, Cemag
Invest and Promontoires, representing over 75% of the planned
capital increase.
- PSR detachment on September 13, 2023, and subscription period
from September 15 to 27, 2023
- Eligibility of Advicenne shares for FIP, FCPI, the PEA, the
PEA-PME and the 150-0 B ter scheme of the French General Tax Code
(reinvesting capital gains)
Regulatory News:
This press release must not be distributed directly or
indirectly in the United States, Canada, Australia, or Japan.
Advicenne (Euronext Growth® - FR0013296746 - ALDVI), a
pharmaceutical company specializing in the development and
marketing of innovative treatments for people suffering from rare
kidney diseases (the "Company"), announces the launch of a
capital increase through the issuance of new ordinary shares (the
"New Shares") with shareholders’ preferential subscription
rights (“PSR”), for an initial amount of €6.0 million (the
"Capital Increase"), which may be increased to €6.9 million
in the event of the fully exercise of the extension clause
representing 15% of the initial amount of the Capital Increase (the
"Extension Clause").
The capital increase will involve the issue of 2,489,287 New
Shares at a unit price of €2.41, representing a 27.4% discount to
the closing price of Advicenne shares on September 8, 2023 (€3.32),
which may be increased to 2,862,680 New Shares if the Extension
Clause is fully exercised.
Prospectus
In accordance with the provisions of Article L.411-2-1 1° of the
French Monetary and Financial Code and Article 211-2 of the General
Regulations of the Autorité des Marchés Financiers (the "AMF"), the
Capital Increase will not give rise to a prospectus subject to
approval by the AMF, as the total amount of the offering calculated
over a twelve-month period does not exceed €8,000,000.
Purpose of the Capital Increase
The Capital Increase is part of the financing of Advicenne’s
growth in order to achieve operational breakeven. The funds will be
allocated as follows:
- around 40% for the commercial development of Sibnayal®,
particularly in France and the UK, where Advicenne has direct sales
operations ;
- around 40% to optimize the industrial and clinical development
of ADV7103;
- 20% to finance the Company's ongoing operations.
The Capital Increase will ensure the financing of Advicenne's
anticipated cash requirements at least until mid-2025 if the
Capital Increase is completed at 100%, and at least until the first
quarter of 2025 if it is completed at 75%. As of the date of this
press release, the financial resources available to date cover the
Company's needs until the first quarter of 2024.
Didier Laurens, Chief Executive Officer of Advicenne,
said: "Our half-year results show that Advicenne is well on the
way to growth. To enable us to pursue our development, and thus
give us sufficient means to achieve operational profitability, we
need to strengthen our cash position, and a capital increase became
necessary. I am particularly pleased to be able to do this through
a rights issue. It's the only way to preserve the rights of all the
shareholders who have placed their trust in us over the years. I
would like to thank Bpifrance Investissement and Cemag Invest,
whose commitment has made this operation possible. In the
continuity of their constant support on the Board of Directors,
they are expressing their confidence in the company's continued
development. It is also recognition of the work accomplished over
the past 2 years by the entire team around me, and their day-to-day
involvement in the transformation of Advicenne into a commercial
biopharmaceutical company".
Main terms and conditions of the Capital Increase with
PSR
Share capital prior to the Capital Increase
At the date of launch of the Capital Increase, Advicenne's share
capital comprised 9,957,151 fully subscribed and paid-up shares
with a par value of €0.20 each, listed on the Euronext Growth®
market in Paris.
Shares details :
Name: ADVICENNE ISIN code: FR0013296746 Symbol: ALDVI Stock
market: Euronext Growth® in Paris
Legal framework of the Capital Increase
On 11 September 2023, Advicenne's Board of Directors, making use
of the authorization granted by the 12th and 18th resolutions of
the Combined General Meeting of June 8, 2023, decided to implement
the authorization granted to it, decided to launch a capital
increase with pre-emptive subscription rights and delegated full
powers to the Chief Executive Officer to carry it out.
Nature of Offering and number of New Shares
Advicenne is launching a capital increase with shareholders'
preferential subscription rights (“PSR”), on the basis of 1 New
Share for 4 existing shares with a par value of €0.20 each.
Extension clause
Depending on the level of demand, Advicenne reserves the right
to exercise the extension clause, up to a maximum of 15% of the
initial issue amount, i.e. additional issue proceeds of €0.9
million, bringing the total amount of the Capital Increase to €6.9
million, in order to serve all or part of the reducible
subscription orders. Thus, the initial number of 2,489,287 New
Shares could be increased by an additional 373,393 New Shares,
bringing the total number of New Shares to be issued to a maximum
of 2,862,680 New Shares.
Characteristics of the New Shares
The New Shares will carry dividend rights and will be
assimilated to the Company's existing shares.
Application will be made for the New Shares to be admitted to
trading on Euronext Growth® in Paris. Their admission is scheduled
for October 4, 2023, on the same quotation line as the existing
shares (ISIN code FR0013296746).
Subscription period
The subscription period begins on September 15, 2023 and ends on
September 27, 2023.
Subscription price of the New Shares
2.41 per new share (including a par value of €0.20 and a share
premium of €2.21), representing a 27.4% discount to Advicenne's
closing share price on September 8, 2023 (€3.32), and a 23.2%
discount to the theoretical value of the share ex-rights (€3.14,
taking into account the theoretical value of the PSR which amounts
to €0.182).
Gross amount of the capital increase
The total gross amount of the issue is €5,999,181.67,
corresponding to the number of New Shares issued, i.e. 2,489,287
New Shares, multiplied by the subscription price of one New Share
(€2.41). This amount could be increased to €6,899,058.80 if the
Extension Clause is exercised in full.
Net amount of the Capital Increase
Assuming a 100% subscription to the Capital Increase (i.e. an
amount of 6.0 M€), the total net amount of the Capital Increase
(corresponding to the gross amount less all financial, legal and
communication costs relating to the Capital Increase) would amount
to approximately 5.7 M€.
Subscription commitments
The FPS Innovation 1 fund, managed by Bpifrance Investissement,
which also manages the Innobio fund, the Company's reference
shareholder, has irrevocably undertaken to subscribe to the capital
increase on an unrestricted basis, or, as the case may be, on a
reducible or irreducible basis in proportion to the preferential
subscription rights potentially acquired by the FPS Innovation 1
fund, for a maximum total amount of €1,000,0001.
CEMAG INVEST, the Company's reference shareholder, has
irrevocably undertaken to subscribe to the capital increase on an
irreducible basis in proportion to the preferential subscription
rights that will be detached from the existing shares held in the
Company, and on a reducible basis for the balance insofar as
possible, for a maximum total amount of €3,500,000.2
Promontoires3 has irrevocably undertaken to subscribe to the
capital increase on an unrestricted basis, or, as the case may be,
on a reducible or irreducible basis in proportion to the
preferential subscription rights potentially acquired by
Promontoires, for a maximum total amount of €100,000.
The Company is not aware of the intentions of its other
shareholders.
As a result, the threshold of 75% of the capital increase
provided for in article L.225-134 of the French Commercial Code
will have been reached.
Preferential subscription rights on an irreducible and
reducible basis
Subscription for the New Shares will be reserved, by preference,
for (i) holders of existing shares registered in their securities
account at the close of business on September 12, 2023, who will be
allocated one preferential subscription right per existing share
held on September 12, 2023, and (ii) transferees of the
preferential subscription rights.
Holders of preferential subscription rights will be able to
subscribe:
- by irrevocable entitlement, on the basis of 1 New Share for
every 4 existing shares held, so that 4 preferential subscription
rights will entitle holders to subscribe to 1 New Share at a price
of €2.41 per New Share;
- on a reducible basis, the number of New Shares they would like
in addition to that to which they would be entitled by exercising
their irreducible preferential subscription rights.
The PSRs may only be exercised up to the number of PSRs required
to subscribe for a whole number of New Shares. Holders of
preferential subscription rights who do not hold a sufficient
number of existing shares to subscribe for a whole number of New
Shares by irrevocable entitlement will be required to purchase the
number of preferential subscription rights required to subscribe
for a whole number of New Shares on the Euronext Growth® market in
Paris.
Fractional PSRs may be sold on the Euronext Growth® market in
Paris during the PSRs listing period.
Only the New Shares that may not have been subscribed for by
irrevocable entitlement will be allocated among the reducible
entitlement subscribers, within the limit of their requests and in
proportion to the number of existing shares whose preferential
subscription rights will have been used to support their
irrevocable entitlement subscriptions.
In the event that the same subscriber submits several separate
subscriptions, the number of shares to which he or she is entitled
on a reducible basis will be calculated on the basis of all his or
her subscription rights only if he or she expressly makes a special
request to this effect in writing, no later than the closing date
for subscriptions. This special request must be attached to one of
the subscriptions and must give all the information required for
the aggregation of rights, specifying the number of subscriptions
made and the authorized institution(s) or intermediary(ies) with
which these subscriptions have been deposited.
Subscriptions in the name of separate subscribers may not be
grouped together to obtain New Shares on a reducible basis.
A notice published by Euronext will make known, where
applicable, the allocation scale for subscriptions subject to
reduction (on a reducible basis)
Amounts paid for subscriptions subject to reduction (on a
reducible basis) and remaining available after the allocation will
be reimbursed without interest to subscribers by the authorized
intermediaries who have received them.
For information purposes, the Company held 36,546 of its own
shares at September 8, 2023. The preferential subscription rights
detached from the Company's treasury shares at September 12, 2023
will be sold on the market before the end of the subscription
period, in accordance with Article L. 225-210 of the French
Commercial Code.
Exercise of preferential subscription rights
To exercise their preferential subscription rights, shareholders
must submit a request to their authorized financial intermediary at
any time between September 15, 2023 and September 27, 2023
inclusive, and pay the corresponding subscription price.
Subscriptions that have not been paid up in full will be cancelled
ipso jure, without the need for formal notice. Unexercised
preferential subscription rights will automatically lapse at the
end of the subscription period, i.e. at the close of trading on
September 27, 2023.
Listing of preferential subscription rights (“PSR”)
At the close of trading on September 12, 2023, 1 preferential
subscription right (“PSR”) will be recorded in the securities
account of Advicenne shares for each share held (i.e. a total of
9,957,151 PSRs issued). Each shareholder holding 4 PSRs (and
multiples thereof) will be entitled to subscribe to 1 New Share
(and multiples thereof) at a unit price of €2.41. The preferential
subscription rights may be acquired or sold on the market during
their listing period, between September 13, 2023 and September 25,
2023 inclusive, under ISIN code FR001400KMM8. In the absence of
subscription before September 27, 2023 or sale of these
preferential subscription rights before September 25, 2023, they
will become null and void.
Free subscription requests
In addition to the possibility of subscribing on an irreducible
and reducible basis in accordance with the specified terms and
conditions, any individual or legal entity, whether or not holding
preferential subscription rights, may subscribe to the Capital
Increase on a voluntary basis.
Persons wishing to subscribe on a voluntary basis must submit
their request to their authorized financial intermediary at any
time during the subscription period, and pay the corresponding
subscription price.
In accordance with the provisions of article L.225-134 of the
French Commercial Code, subscriptions made on a voluntary basis
will only be taken into account if the subscriptions made on an
irreducible basis and on a reducible basis have not absorbed the
entire Capital Increase, it being specified that the Board of
Directors (with the option of sub-delegation) will have the power
to freely allocate the unsubscribed New Shares, in whole or in
part, among the persons (shareholders or third parties) of its
choice who have made requests for subscriptions on a voluntary
basis.
Guarantee
The issue is not subject to a performance guarantee. It is
however specified that the Company has received commitments to
subscribe (i) on an irreducible and reducible basis, and (ii) on an
unrestricted basis, the total amount of which represents over 75%
of the Capital Increase, making it possible to reach the issue
completion threshold.
Re-allocation by the Board of Directors of New Shares not
subscribed by the exercise of irreducible preferential subscription
rights and, where applicable, of reducible preferential
subscription rights
In the event that subscriptions for New Shares do not reach the
entire issue, the Board of Directors may make use, in whole or in
part, of the options available to it under Article L. 225-134 of
the French Commercial Code, and in the order it shall
determine.
Limitation of the capital increase
Pursuant to Article L. 225-134 of the French Commercial Code, in
the event that irreducible and reducible subscriptions, as well as
unrestricted subscriptions, do not absorb the entire issue, the
Board of Directors may limit the Capital Increase to the amount of
subscriptions received, provided that this amount reaches at least
75% of the amount initially set, it being specified, however, that
the Company has already received commitments to subscribe
representing at least 75% of the amount of the Capital
Increase.
Indicative timetable for the Capital Increase
11 September 2023
Decision by the Board of Directors to
launch the Capital Increase
Press release announcing the Capital
Increase
12 September 2023
Accounting day at the end of which holders
of existing shares recorded in their securities accounts will be
allocated preferential subscription rights
13 September 2023
Detachment of the PSRs - Start of trading
of the PSRs on Euronext Growth Paris at the start of trading
15 September 2023
Opening of the subscription period - Start
of exercise period for stock subscription rights
16 September 2023
Suspension of the right to exercise BSPCEs
issued by the Company
25 September 2023
(inclusive)
End of listing of the PSRs on Euronext
Growth Paris
27 September 2023
(inclusive)
Closing of the subscription period – End
of the PSRs exercise period
2 October 2023
Meeting of the Board of Directors or
decision of the Chief Executive Officer deciding the issue of the
New Shares, and, where applicable, the limitation of the Capital
Increase, the reallocation of the Capital Increase or the exercise
of the Clause of Extension
Publication of the press release
announcing the final amount of the Capital Increase
4 October 2023
Settlement-delivery of the New Shares
4 October 2023
Resumption of the right to exercise BSPCEs
issued by the Company
Undertakings to abstain from trading and to retain
shares
The Company has entered into a 6-month lock-up commitment in
connection with the Capital Increase.
Impact of the issue on shareholders' equity per share
For information purposes, the impact of the Capital Increase on
consolidated shareholders' equity per share (calculated on the
basis of consolidated shareholders' equity at June 30, 2023 and the
number of shares comprising the Company's share capital at
September 11, 2023) would be as follows:
Share of equity per share (in
€)
Undiluted basis *
Diluted basis **
Before issuance of the New Shares via the
Offering
-1.41 €
-0.61 €
After issuance of 2,489,287 New Shares via
the Offering (completion of the capital increase to 100%)
-0.64 €
-0.04 €
After issuance of 1,866,966 New Shares
(completion of the capital increase to 75%)
-0.80 €
-0.16 €
After issuance of 2,862,680 New Shares
(realization of the capital increase to 115% in the event of
exercise of the extension clause)
-0.55 €
0.02 €
* on the basis of 9,957,151 existing shares at September 11,
2023
** if all BSPCEs are exercised, representing a total number of
shares of 906,000.
Impact of the issue on the shareholder's situation (for
non-subscribing shareholders)
For information purposes, the impact of the Capital Increase on
the shareholding of a shareholder holding 1.00% of the Company's
share capital prior to the Capital Increase and not subscribing to
it (calculated on the basis of the number of shares making up the
Company's share capital at September 11, 2023) would be as
follows:
Shareholder participation (%)
Undiluted basis **
Diluted basis **
Before issuance of the New Shares via the
Offering
1.00 %
0.92 %
After issuance of 2,489,287 New Shares via
the Offering (completion of the capital increase to 100%)
0.80 %
0.73 %
After issuance of 1,866,966 New Shares
(completion of the capital increase to 75%)
0.84 %
0.77 %
After issuance of 2,862,680 New Shares
(realization of the capital increase to 115% in the event of
exercise of the extension clause)
0.78 %
0.71 %
* on the basis of 9,957,151 existing shares at September 11,
2023
** if all BSPCEs are exercised, representing a total number of
shares of 906,000.
Suspension of the right to exercise the Company's BSPCE
warrants
Holders of BSPCE warrants allocated by the Company have been
informed of the suspension of their right to the allocation of new
shares in the Company with effect from September 16, 2023 (0:01
a.m., Paris time) by registered letter with acknowledgement of
receipt, for a maximum period of three months, i.e. until December
16, 2023 (11:59 p.m., Paris time) at the latest, unless the period
is shortened.
The rights of holders of warrants allocated or issued by the
Company who have not exercised their right to the allocation of
shares in the Company by September 16, 2023 (00:00 Paris time) will
be preserved in accordance with legal and regulatory
provisions.
Subscription terms
You have PSRs attached to your Advicenne shares, which allow you
to subscribe in priority to the New Shares by applying the ratio 1
New Share for 4 PSRs (1 old share giving right to 1 PSR).
Either you have an exact and sufficient number of old shares to
be able to subscribe via your PSRs to a whole number of New Shares
(for example, if you have 400 Advicenne shares, you will be able to
subscribe by priority to 100 New Shares).
Or you do not hold a sufficient number of existing shares to
obtain a whole number of New Shares: you may then buy or sell the
number of PSRs needed to reach the ratio leading to a whole number
of new shares (1 New Share for 4 PSRs).
In addition to the subscriptions made by means of your existing
preferential subscription rights, you may also subscribe on a
voluntary basis before September 27, 2023, inclusive (your
subscription will only be considered if the transaction has not
already been fully subscribed by the holders of preferential
subscription rights).
Each subscription must be accompanied by payment of the
subscription price.
Paying agents - Subscription payments
Subscriptions for the New Shares and payments of funds by
subscribers whose shares are held in bearer or administered
registered form, or by their authorized agent acting in their name
and on their behalf, will be received until September 27, 2023,
inclusive by the authorized financial intermediaries.
Subscriptions and payments by subscribers whose shares are held
in a pure registered account will be received free of charge until
September 27, 2023, inclusive by Uptevia - Les Grands Moulins de
Pantin - 9, rue du Débarcadère - 93500 Pantin.
Each subscription must be accompanied by payment of the
subscription price in cash.
Funds paid in support of subscriptions will be centralized by
Uptevia - Les Grands Moulins de Pantin - 9, rue du Débarcadère -
93500 Pantin, which will be responsible for drawing up the
certificate of deposit of funds recording the completion of the
capital increase and the issue of the New Shares.
Subscriptions for which payments have not been made will be
cancelled ipso jure, without the need for formal notice.
Risk factors
Risk factors relating to the Company and its business are set
out in its 2022 universal registration document and in the 2023
half-year report,, available in the Investor Relations section of
its website (https://advicenne.com/).
The occurrence of any or all these risks could have an adverse
effect on the Company's business, financial situation, results,
development or prospects.
In addition, investors are invited to consider the following
risks specific to the Capital Increase:
- the preferential subscription rights market could offer only
limited liquidity and be subject to high volatility;
- shareholders who do not exercise their preferential
subscription rights will see their stake in the Company's capital
diluted;
- the market price of the shares could fluctuate and fall below
the subscription price of the shares issued as part of the Capital
Increase;
- in the event of a fall in the market price of the Company's
shares, preferential subscription rights could lose their
value;
- the volatility and liquidity of the Company's shares could
fluctuate significantly;
- sales of the Company's shares could occur on the market and
adversely affect the Company's share price;
- the Company's shareholders could suffer potentially significant
dilution because of any future capital increases.
All information and documentation relating to the Capital
Increase can be found at
https://advicenne.com/fr/login-augmentation-de-capital/
Capital Increase Partners
TP ICAP
Global Coordinator,
Lead Manager and Bookrunner
Bird&Bird
Legal advice
About Advicenne Advicenne (Euronext: ALDVI) is a
specialty pharmaceutical company founded in 2007, specializing in
the development of innovative treatments in Nephrology. Its lead
product Sibnayal® (ADV7103) has received its Marketing Approval for
distal renal tubular acidosis in EU and GB. ADV7103 is currently in
late-stage development in cystinuria in Europe and in dRTA and
cystinuria in the US and in Canada. Headquartered in Paris,
Advicenne, listed on the Euronext Paris stock exchange since 2017,
has now been listed on Euronext Growth Paris since its transfer on
March 30, 2022. For additional information, see:
https://advicenne.com/.
Forward-looking statements This press release contains
forward-looking statements. These statements are not historical
facts. These statements include projections and estimates and their
underlying assumptions, statements regarding plans, objectives,
intentions and expectations with respect to future financial
results, events, operations, product development and potential, and
statements regarding future performance. Forward-looking statements
are often identified by the words "expects", "anticipates",
"believes", "intends", "estimates", "plans" and similar
expressions. Although Advicenne's management believes that the
expectations reflected in such forward-looking statements are
reasonable, investors are cautioned that forward-looking
information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond Advicenne's control, that could cause actual results and
events to differ materially from those expressed in, or implied or
projected by, the forward-looking information and statements. These
risks and uncertainties include in particular those inherent in the
marketing and commercialization of drugs developed by Advicenne as
well as those developed or identified in the public documents filed
by Advicenne with the Autorité des marchés financiers, including
those listed in chapter 3 "Risk Factors" of Advicenne's universal
registration document filed with the Autorité des marchés
financiers on April 28, 2023 and in the 2023 half-year report,
available free of charge on the website of the Company
(https://advicenne.com/). Subject to applicable regulations, in
particular articles 223-1 et seq. of the general regulations of the
Autorité des marchés financiers, Advicenne does not undertake to
update any forward-looking information or statements.
Disclaimer This press release does not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of common shares in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful in the
absence of registration or approval under the securities laws of
such state or jurisdiction. The distribution of this press release
may be subject to specific regulations in certain countries.
Persons in possession of this document are required to inform
themselves about and to observe any such local restrictions.
This press release constitutes a promotional communication and
not a prospectus within the meaning of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of June 14, 2017 (as
amended the "Prospectus Regulation"). With respect to member states
of the European Economic Area other than France (the "Member
States"), no action has been or will be taken to permit a public
offering of the securities that would require the publication of a
prospectus in any of these Member States. Consequently, the
securities cannot and will not be offered in any Member State
(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 the publication by Advicenne of a
prospectus under the Prospectus Regulation and/or the regulations
applicable in those Member States. This press release does not
constitute an offer of securities to the public in the United
Kingdom. This press release may not be published, distributed or
disseminated in the United States (including its territories and
possessions). This press release does not constitute an offer or
solicitation to buy, sell or subscribe for any securities in the
United States. The securities mentioned in this press release have
not been registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or any applicable state or federal
securities laws, and may not be offered or sold in the United
States absent registration under the Securities Act, except
pursuant to an applicable exemption from, or in a transaction not
subject to, registration under the Securities Act. Advicenne does
not intend to register the offering in whole or in part in the
United States under or pursuant to the Securities Act or to conduct
a public offering in the United States. This press release may not
be distributed directly or indirectly in the United States, Canada,
Australia or Japan. Lastly, this press release may be drafted in
either French or English. In the event of any discrepancies between
the two texts, the French version shall prevail.
1 In the hypothesis of the completion of 100% of the Capital
Increase and the fully execution of the subscription undertaking on
a voluntary basis of FPS Innovation 1, the shareholding of all of
the funds managed by BPI France would represent 21.41% of the share
capital 7 and 23.46% of the voting rights. 2 In the hypothesis of
the completion of 100% of the Capital Increase and the fully
execution of the subscription undertaking of CEMAG Invest, the
shareholding of CEMAG INVEST would increase from 7.69% (10.42% of
voting rights) to 17.82% of the share capital and 17.44% of the
voting rights. 3 The company Promontoires is managed by Mrs
Catherine Dunand, who represents CEMAG Invest as member of the
Board of Direcotors of the Company. There is no capitalistic link
between CEMAG INVEST and Promontoires.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230911707880/en/
Advicenne Didier Laurens, Directeur Général +33 (0) 1 87
44 40 17 Email: investors@advicenne.com
Ulysse Communication Media relations Bruno Arabian +33
(0)6 87 88 47 26 Email: advicenne@ulysse-communication.com
Advicenne (EU:ALDVI)
過去 株価チャート
から 4 2024 まで 5 2024
Advicenne (EU:ALDVI)
過去 株価チャート
から 5 2023 まで 5 2024