Regulatory News:
Genomic Vision (Paris:GV) (the “Company” - FR0011799907 –
GV), a company specialized in the development of in-vitro
diagnostic (IVD) tests for the early detection of cancers and
genetic diseases and applications for life sciences research (LSR),
announces the signing of a contract with Winance with a view to
setting up a financing line via the issuance of convertible notes
with equity warrants attached (OCABSA) for a total of €12 million,
subject to the approval of its shareholders.
Dominique Remy-Renou, CEO and President of Genomic Vision,
comments: “We are very pleased to have signed a new financing
agreement with Winance, financial partner of the Company with whom
we have developed excellent relations since our previous equity
financing line, in the form of shares with equity warrants attached
(ABSAs). This latest agreement provides us with substantial
security regarding the implementation of our development plan over
the coming 3 years. Use of the various tranches of financing will
be entirely on our initiative, and we will only exercise tranches
according to our needs.”
Objectives of the operation
This financing by Winance (the “Investor”) aims to secure any
requirements the Company may have over the next 2 or 3 years, in
terms of investment (equipment and/or strategic investments) and
financing its growth (recruitments and working capital
requirements).
The effective implementation of this financing solution is
subject to the approval of Genomic Vision’s shareholders, who will
be invited to attend an Extraordinary General Meeting on July 24
(the “EGM”).
Terms of the operation
Subject to the EGM’s approval, Genomic Vision’s Executive Board
could opt for the issuance of one or more tranches of bonds
convertible into ordinary shares to which a share subscription
warrant is attached (the warrants and, together with the shares to
which they are attached, the equity subscription warrants or “ABSA”
and, with the convertible notes, the convertible notes with equity
warrants or “OCABSA”), limited to twelve €1 million tranches,
representing a bond issue of up to €12 million over a 24-month
period.
The OCABSA would be subscribed to by the Investor or any
affiliated entity within the framework of an issue reserved for a
designated category of person.
The legal terms, the main characteristics of the various
instruments and the Company and Investor’s main obligations are
described in the Appendix to this press release.
The issuance of one or more tranches of OCABSA convertible notes
with warrants attached will result in the drawing up of a
prospectus requiring a visa from the AMF stock market authority
should the likely resulting number of shares, added to other right
issues that may have been undertaken by the Company, exceed 20% of
the total capital over 12 months.
Indicative schedule of the operation
July 24, 2020
EGM on the first call (quorum =
25%) to vote on the resolution allowing the reserved issuance of
OCABSA for the Investor
August 10, 2020
If necessary, EGM on the second
call (quorum = 20%) to vote on the resolution allowing the reserved
issuance of OCABSA for the Investor
No later than October 30
Genomic Vision Executive Board
meeting to decide on the issuance of the first tranche of OCABSA,
subject to the EGM’s approval
No later than November 6
The Investor subscribes to the
first tranche of OCABSA for €1,000,000
The Company will publish another press release when the first
tranche of OCABSA convertible notes with equity warrants attached
is issued.
Appendix
Characteristics and terms of the financing plan via the
issuance of OCABSA convertible notes with equity warrants
attached
Legal framework of the operation
In accordance with the provisions of article L. 225-138 of the
French commercial code and subject to shareholder approval at the
extraordinary shareholders’ meeting, the Company’s Executive Board
could decide to issue one of more tranches of OCABSA convertible
notes with equity warrants for a nominal amount of 1 million euros
each up to a limit of 12 tranches, thus representing a maximum bond
issue of 12 million euros, over a period of 24 months, with
shareholders’ preferential subscription rights being waived in
favor of Winance or any affiliated entity (the
“Investor”).
Main characteristics of the notes convertible into
shares
The convertible notes will have to be subscribed to by the
Investor within ten (10) working days of the Executive Board’s
decision, subject to standard conditions being met.
The convertible notes will have a nominal value of 1,000 euros
each and will be subscribed to at par. They will bear no interest
and will have a maturity of 12 months from their issuance. When
they reach maturity, they will automatically expire and will have
to be reimbursed in cash. They will also have to be reimbursed
should certain defaults (as defined in the issuance contract)
occur, with a penalty equal to 5% of their nominal value.
The notes may be converted into Genomic Vision shares at their
holder’s discretion according to the following conversion
ratio:
N = Vn / P
“N” corresponding to the number of new Genomic Vision
ordinary shares to be issued upon conversion of one convertible
note;
“Vn” corresponding to the amount of debt represented by
the convertible note (nominal value of one convertible note, i.e.
1,000 euros);
“P” corresponding to 88% of the lowest daily
volume-weighted average price of a Genomic Vision share (as
reported by Bloomberg, or any equivalent provider should no figure
be published by Bloomberg) over the eight (8) trading days
immediately preceding the day the Company receives a request to
convert the convertible note from Winance. The price may not be
lower than the nominal value of a Company share and will be rounded
to the nearest euro cent if necessary.
The convertible notes may not be divested by their holder
without the Company’s prior consent, except for transfers to one or
more of the Investor’s affiliates. Moreover, the convertible notes
will not be the subject of a request for admission to trading on
the Euronext regulated market in Paris and will therefore not be
listed.
Main characteristics of the warrants attached to the
convertible notes
The share subscription warrants attached to the shares issued
upon conversion of the convertible notes will give the holder the
right to subscribe to one ordinary share for every four (4) share
subscription warrants.
The warrants will immediately be detached from the notes. They
may not be divested by their holder without the Company’s prior
consent, except for transfers to one or more of the Investor’s
affiliates. Furthermore, the share subscription warrants will not
be the subject of a request for admission to trading on the
Euronext regulated market in Paris and will therefore not be
listed.
The warrants can be exercised for a period of 5 years from their
issuance (the “Exercise Period”).
The strike price of each warrant (rounded to the nearest euro
cent if necessary) will be equal to 120% of the lowest daily
volume-weighted average price of a Genomic Vision share (as
reported by Bloomberg, or any equivalent provider should no figure
be published by Bloomberg) over the eight (8) trading days
immediately preceding the issuance of the notes whose warrants are
the result of the conversion into shares with warrants attached,
without the exercise price of a warrant able to be lower than the
nominal value of a Company share.
New shares resulting from the conversion of notes or the
exercise of warrants
The new shares issued upon conversion of notes or exercise of
warrants will carry immediate and current dividend rights
("jouissance courante"). They will carry the same rights as those
attached to the Company’s ordinary shares and will be admitted to
trading on the Euronext regulated market in Paris under the same
listing line (ISIN FR0011799907).
The Company will maintain, on its website
(www.genomicvision.com), an updated table indicating the number of
convertible notes, share subscription warrants and shares in
circulation.
Theoretical impact of the OCABSA issue based on the lowest
daily volume-weighted average price of Genomic Vision shares over
the eight trading days prior to June 11, 2020, i.e. €0.4318
For guidance purposes, the impact of the issue of the first
drawdown and of all the OCABSAs would be as follows:
- Impact of the issue on equity per share (based on equity as
stated in the annual accounts to December 31, 2019 prepared in
accordance with International Financial Reporting Standards (IFRS)
and the number of shares making up the Company’s share capital at
June 10, 2020, i.e. 47,130,956 shares):
Equity per share at 31/12/2019
(in euros)
Undiluted basis
Diluted basis (*)
1st tranche
Total tranches
1st tranche
Total tranches
Before the issue
0.07
0.22
After the issue of 2,702,703 (1st tranche)
or 32,432,432 (Total tranches) new shares resulting from the
conversion of the convertible notes alone
0.08
0.19
0.23
0.28
After the issue of 675,676 (1st tranche)
or 8,108,108 (Total tranches) new shares resulting from the
exercise of warrants alone
0.07
0.13
0.23
0.26
After the issue of 3,378,379 (1st tranche)
or 40,540,540 (Total tranches) new shares resulting from the
conversion of the convertible notes and exercise of the
warrants
0.09
0.22
0.23
0.30
- Impact of the issue on the interest of a shareholder currently
holding 1% of the Company’s share capital:
Shareholder’s holding (as a
%)
Undiluted basis
Diluted basis (*)
1st tranche
Total tranches
1st tranche
Total tranches
Before the issue
1%
0.89%
After the issue of 2,702,703 (1st tranche)
or 32,432,432 (Total tranches) new shares resulting from the
conversion of the convertible notes alone
0.95%
0.59%
0.84%
0.55%
After the issue of 675,676 (1st tranche)
or 8,108,108 (Total tranches) new shares resulting from the
exercise of warrants alone
0.99%
0.85%
0.88%
0.77%
After the issue of 3,378,379 (1st tranche)
or 40,540,540 (Total tranches) new shares resulting from the
conversion of the convertible notes and exercise of the
warrants
0.93%
0.54%
0.83%
0.50%
_____________________________ (*) assuming full exercise of the
share subscription warrants and “bons de souscription de parts de
créateur d’entreprise” (Business Creator Share Warrants) issued and
attributed by the Company, exercisable or not, giving the right to
subscribe to 5,554,460 and 494,809 new shares respectively.
ABOUT WINANCE
Winance is a global equity investor in SMEs that have a unique
competitive advantage and a capacity to deliver short and long-term
growth, in order to enable these companies to finance themselves
competitively for growth and/or working capital needs.
Website: www.winance.com
ABOUT GENOMIC VISION
GENOMIC VISION is a biotechnology company developing products
and services dedicated to the analysis (structural and functional)
of genome modifications as well as to the quality and safety
control of these modifications, in particular in genome editing
technologies and biomanufacturing processes. Genomic Vision
proprietary tools, based on DNA combing technology and artificial
intelligence, provide robust quantitative measurements needed to
high confidence characterization of DNA alteration in the genome.
These tools are mainly used for monitoring DNA replication in
cancerous cell, for early cancer detection and the diagnosis of
genetic diseases. Based near Paris, in Bagneux, the Company has
approximately 30 employees. GENOMIC VISION is a public listed
company listed in compartment C of Euronext’s regulated market in
Paris (Euronext: GV – ISIN: FR0011799907).
For further information, please visit www.genomicvision.com.
Member of the CAC® Mid & Small and CAC®
All-Tradable indexes
FORWARD LOOKING STATEMENT
This press release contains implicitly or explicitly certain
forward-looking statements concerning Genomic Vision and its
business. Such forward-looking statements are based on assumptions
that Genomic Vision considers to be reasonable. However, there can
be no assurance that such forward-looking statements will be
verified, which statements are subject to numerous risks, including
the risks set forth in the “Risk Factors” section of the reference
document dated March 29, 2019 filed with the AMF under reference
number R19-004, available on the web site of Genomic Vision
(www.genomicvision.com) and to the development of economic
conditions, financial markets and the markets in which Genomic
Vision operates. The forward-looking statements contained in this
press release are also subject to risks not yet known to Genomic
Vision or not currently considered material by Genomic Vision. The
occurrence of all or part of such risks could cause actual results,
financial conditions, performance or achievements of Genomic Vision
to be materially different from such forward-looking
statements.
This press release and the information contained herein do not
constitute and should not be construed as an offer or an invitation
to sell or subscribe, or the solicitation of any order or
invitation to purchase or subscribe for Genomic Vision shares in
any country. The distribution of this press release in certain
countries may be a breach of applicable laws. The persons in
possession of this press release must inquire about any local
restrictions and comply with these restrictions.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200615005681/en/
Genomic Vision Dominique Remy-Renou CEO +33 1 49 08 07 51
investisseurs@genomicvision.com
Ulysse Communication Press Relations Bruno Arabian
+33 1 42 68 29 70 barabian@ulysse-communication.com
NewCap Investor Relations & Strategic
Communications +33 1 44 71 94 94 gv@newcap.eu
Genomic Vision (EU:GV)
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