Regulatory News:
ABIONYX Pharma (Paris:ABNX) (FR0012616852 - ABNX - PEA
PME eligible), a new generation biotech company dedicated to
the discovery and development of innovative therapies for patients,
today announces the success of its capital increase in cash by a
private placement for an amount of 4.2 million euros at a price of
3.60 euros per share. This breeds the success of the contribution
to the company of 100% of the capital of IRIS Pharma Holding, which
owns 100% of Iris Pharma, one of the leaders in preclinical and
clinical research under contract in the field of ophthalmology,
contribution that will be fully remunerated by the issuance of new
ABIONYX shares at a fixed price of 3.60 euros per share.
Cyrille TUPIN, Chief Executive Officer of ABIONYX Pharma, said:
"We are very pleased to announce today the success of our €4.2
million capital increase, which breeds the success of the
contribution of Iris Pharma, one of the leaders in preclinical and
clinical contract research in ophthalmology. Most of our historical
investors have chosen to strengthen their investment in ABIONYX
Pharma, thus demonstrating their confidence in the promising
prospects of our innovative therapies in renal and ophthalmological
diseases, and in the full success of the combination with IRIS
Pharma. I would also like to thank our new shareholders,
entrepreneurs and new generation family offices for their support
in this unprecedented strategic operation, which will create stock
market value with moderate dilution, and which will give birth to
an innovative new generation biotech company that intends to
contribute to healthcare thanks to the first and new class of
biomedicines derived from bio-HDL".
Terms of the issues
The Company notes today the issue of 1,169,445 new ordinary
shares at a price of 3.60 euros per share (i.e. +18% compared to
the closing price of the ABIONYX share on December 1st, 2021). This
operation is part of a capital increase with cancellation of the
preferential subscription right by an offer referred to in the
first paragraph of article L.411-2 of the French Monetary and
Financial Code (private placement), decided today by the Board of
Directors at November 17th, 2021, acting on the basis of the
delegation of powers granted by the General Meeting of May 29, 2020
under its twenty-second extraordinary resolution.
The total amount of the capital increase is 4,210,002 euros
(including a maximum nominal amount of 58,472.25 euros and a
maximum issue premium of 4,151,529.75 euros).
The new shares will carry current dividend rights, will be
assimilated with the existing shares and will carry the same
rights. They will be subject to all the provisions of the bylaws
and will be admitted to trading on Euronext on the same quotation
line as the existing shares.
Number of shares and voting rights comprising the share
capital - thresholds
Following this capital increase, the share capital amounts to
1,290,605.45 euros divided into 25,812,109 ordinary shares with a
par value of 0.05 euro each, representing the same number of
theoretical and 25,591,411 actual voting rights.
In addition to the legal thresholds that must be reported in
accordance with current regulations, Article 11 of the Company's
bylaws provides that any individual or legal entity, acting alone
or in concert, who comes to own, directly or indirectly, a number
of shares representing at least 2.5% of the Company's share capital
or voting rights (or any multiple of this fraction up to and
including 50%), is required to inform the Company of this fact by
registered letter with acknowledgement of receipt, within four
trading days.
Calendar
The new shares will be admitted to trading on EURONEXT PARIS
from December 8.
Shareholding structure
The number of shares thus issued on the occasion of the capital
increase in cash represents 4.75 % of the number of shares in
circulation before the issue and 4.53 % after the issue.
Taking into account the number of shares issued on the occasion
of the capital increase in cash, as an illustration, a shareholder
who held a number of shares representing 1% of the capital of
ABIONYX before the issue, represents 0.95% of the share capital
after this issue.
Ownership of shareholders* before and after the capital
increases in %
Shareholders
Before capital
increase
% of ownership
After capital increase in
cash
% of ownership
Domundi SC (represented by M. Emmanuel
Huynh)
2,986,865
12.12
%
3,195,198
12.38
%
Cyrille Tupin (directly and
indirectly)
837,117
3.40
%
906,561
3.51
%
BPI Participations (FR)
1,630,451
6.62
%
1,630,451
6.32
%
Jean-Louis Dasseux
1,286,781
5.22
%
1,286,781
4.99
%
TVM Life Science Ventures
1,213,439
4.92
%
1,213,439
4.70
%
Luc Demarre (directly and
indirectly)
896,286
3.64
%
1,104,619
4.28
%
Christian Chavy
173,913
0.71
%
207 246
0.80
%
Float
15,617,812
63.39
%
16,267,814
63.02
%
TOTAL
24,642,664
100
%
25,812,109
100
%
* On the basis of information brought to the Company's
attention, in particular for bearer shareholders via declarations
of crossing of thresholds (legal and statutory)
Lock-up
Mr. Emmanuel HUYNH and Mr. Cyrille TUPIN, subscribers to this
capital increase, have agreed to lock-up all the shares they hold
at the date of the realization of the contributions for a period of
12 months, and thereafter for an additional period of 24 months, up
to a proportion of 75%.
It is also recalled that Mr. Emmanuel HUYNH and Mr. Cyrille
TUPIN did not participate in the decision to issue shares and that
Mr. Christian CHAVY abstained from taking part in the deliberations
and voting on the Board's decision. At the time of this decision,
the Board of Directors was chaired by an independent director.
Purpose of the fund raising in cash
The purpose of this fund raising is to allow the combination of
ABIONYX and IRIS Pharma and to strengthen the cash position of the
company in order to be able to finance the development of the
enlarged portfolio in the field of ophthalmology up to clinical
trials.
No prospectus
The present issue does not give rise to a prospectus submitted
to the approval of the AMF.
Risk factors
The risk factors of ABIONYX are described in the 2020 Universal
Registration Document (chapter 3) filed with the AMF under number
D.21-0356 on April 27, 2021 and available on the Company's website:
www.abionyx.com as well as on the AMF website:
www.amf-france.org.
The main risk factors relating to the issues are set out
below:
- The market price of the Company's shares could remain below
the issue price of the new shares, or even fall; - The volatility
and liquidity of the Company's shares may vary significantly due to
fluctuations in the stock markets; - Sales of shares of the Company
could occur on the secondary market, after the completion of the
Transaction and have an unfavorable impact on the share price of
the Company. - The shareholders, and in particular the subscribers,
could be diluted during future issues that could be carried out by
the Company without preferential subscription rights in order to
finance itself with equity. - The Company has not paid any
dividends in the last three years.
About IRIS Pharma
IRIS Pharma is a French company, one of the world leaders in
preclinical and clinical research in the field of ophthalmology.
Founded in 1989 by Dr. Pierre-Paul ELENA and managed today by Yann
QUENTRIC, IRIS Pharma has been providing services in the
development of ophthalmic drugs and ocular medical devices to
pharmaceutical industries, biotechnology companies and research
institutes worldwide (Europe, North America, Asia) for more than 30
years. Having participated in the development of more than 70
ocular drugs and medical devices currently on the international
market, IRIS Pharma is recognized as one of the world's leading
experts in the ophthalmic community.
About ABIONYX Pharma
ABIONYX Pharma is a new generation biotech company that aims to
contribute to health through innovative therapies in indications
where there is no effective or existing treatment, even the rarest
ones. Thanks to its partners in research, medicine,
biopharmaceuticals and shareholding, the company innovates on a
daily basis to propose drugs for the treatment of renal and
ophthalmological diseases, or new HDL vectors used for targeted
drug delivery.
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version on businesswire.com: https://www.businesswire.com/news/home/20211201006290/en/
NewCap Investor relations Louis-Victor Delouvrier
abionyx@newcap.eu +33 (0)1 44 71 98 53
NewCap Media relations Arthur Rouillé abionyx@newcap.eu
+33 (0)1 44 71 00 15
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