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Abivax announces the success of its oversubscribed capital increase of EUR 28m at market price

·16-min read

DGAP-News: ABIVAX / Key word(s): Capital Increase
29.10.2020 / 08:01
The issuer is solely responsible for the content of this announcement.

Abivax announces the success of its oversubscribed capital increase of EUR 28m at market price

PARIS, FRANCE, October 29, 2020 - 7:30 a.m. (CET) - Abivax (Euronext Paris: FR0012333284 - ABVX) (the "Company"), a clinical-stage biotechnology company harnessing the immune system to develop novel treatments for inflammatory diseases, viral diseases and cancer, today announces the successful completion of a capital increase of EUR 28m, through the issuance of 1,620,370 new ordinary shares with a nominal value of EUR 0.01 each (the "New Shares"), representing 11.70% of its share capital after the capital increase (the "Capital Increase"), at a subscription price of EUR 17.28 per share (market price). Gross proceeds from the Capital Increase amount to EUR 27,999,993.60.


Reasons for the issuance and use of the proceeds

The gross proceeds from the transaction are EUR 27,999,993.60, which will be used, along with the recent non-dilutive financings, by the Company for:

The Company expects that the gross proceeds from the transaction will provide the Company with financial resources (cash runway) to fund its operations to Q4 2021, based on ongoing programs.

Prof. Hartmut J. Ehrlich, M.D., CEO of Abivax said: "We are very happy with the successful completion of Abivax's capital increase of EUR 28m which will contribute to achieve a number of important value-creating milestones. In particular, we are looking forward to a favorable data read-out of the Phase 2b clinical study with ABX464 in ulcerative colitis, planned for Q2 2021, which would further strengthen our position for potential partnering discussions. At the same time, Abivax is pursuing its clinical development of ABX464 with the completion of the Phase 2a study in rheumatoid arthritis and the preparation of a pivotal Phase 2b/3 study in Crohn's disease. In addition, enrollment in the Covid-19 trial with ABX464 is progressing well and, depending on the evolution of the pandemic, we are planning to have first top-line results in Q1 2021. We are very much looking forward to bringing these exciting, highly differentiated novel treatments with ABX464 to patients in need."

Didier Blondel, CFO of Abivax, added: "Given the current market conditions, the capital increase of EUR 28m is a great success for the Company as well as for our existing shareholders as it was oversubscribed at market price with a limited dilution of 11.70%. In addition to our recent non-dilutive financings, it extends our cash runway until Q4 2021. We will make efficient and targeted use of these financial resources to accomplish our corporate goals and create value for our shareholders."


Key characteristics of the Capital Increase

The New Shares are being issued through a capital increase without shareholders' preferential subscription right reserved to a specified category of investors pursuant to the provisions of Article L. 225-138 of the French Commercial Code and to the 15th resolution of the Annual General Shareholders' Meeting held on June 19, 2020. In accordance with such resolution, the subscription price per share must be at least equal to the weighted average by the volumes of the share prices over the fifteen (15) trading days preceding the date the issue price is set, it being specified that it may be reduced by a discount of at most 15%.

The number of ordinary shares subscribed and the subscription price were decided by the Company's Chief Executive Officer (Directeur Général), in accordance with a sub-delegation granted by the Company's Board of Directors on October 28, 2020. In accordance with the Board of Directors' internal rules, the representatives of Sofinnova and of Santé Holding did not participate in the deliberations of the Board of Directors relating to the Capital Increase.

The subscription price of the New Shares was set at EUR 17.28, i.e. with no discount to the last closing price (as of Wednesday October 28, 2020).

Two of the Company's existing large shareholders participated in the Capital Increase. Sofinnova, which held a 12.26% stake in the Company, subscribed to the Capital Increase for an amount of EUR 3.4m corresponding to 198,723 New Shares. After the Capital Increase, Sofinnova will continue to hold 12.26% of the share capital of the Company. Santé Holding, which held a 3.65% stake in the Company, subscribed in the Capital Increase for an amount of EUR 1m corresponding to 57,870 New Shares. After the Capital Increase, Santé Holding will hold 3.64% of the share capital of the Company.

The Funds of Truffle Capital (including Holding Incubatrice) remain the largest shareholder with 40.61%.

Besides Sofinnova and Santé Holding, ten other investors participated in the Capital Increase.

Payment and delivery of the New Shares is expected to occur on or around November 2, 2020 (the "Settlement Date"). As of the Settlement Date, the New Shares will be fungible with the Company's existing shares and will be entitled to current dividend rights.

The New Shares will be listed on Euronext Paris under ISIN FR0012333284 on November 2, 2020.

Bryan, Garnier & Co acted as Sole Global Coordinator and Sole Bookrunner for the Capital Increase.


Lock-up agreements

The Company has entered into a customary lock-up agreement, which provides for a 90-day standstill period on future share issuances. The Company's board members and observers (including Kreos Capital), and the officers who own shares or BSPCEs of the Company have also entered into customary lock-up agreements restricting disposals of the shares they currently own for the same period, in each case, subject to certain customary exceptions.


Impact of the Capital Increase on the share capital

Following settlement and delivery, the New Shares will represent 11.70% of the share capital of the Company and the Company's total share capital will be EUR 138,512.39 divided into 13,851,239 shares. For illustration purposes, a shareholder holding 1% of the Company's share capital prior to the Capital Increase, will hold 0.88% of the Company's share capital upon completion of the Capital Increase (or 0.75% on a fully diluted basis).


Allocation of the share capital following the Capital Increase

The issuance of the New Shares will have the following impact on the allocation of the share capital and the voting rights of the Company:

 

(1) This category includes former board members and employees, historical shareholders, Kepler Cheuvreux and treasury shares.


Update on Kreos Financing

On October 26, 2020, the Company drew down the outstanding EUR 5m tranche under the new Kreos financing, the terms and conditions of which were disclosed by the Company in its October 13, 2020 press release.


Information available to the public and risk factors

Detailed information regarding the Company, including its business, financial information, results, perspectives and related risk factors are contained in the Company's 2020 Universal Registration Document filed with the AMF on May 25, 2020 under number D.20-0483. This document as well as other regulated information and all of the Company's press releases, can be accessed on the Company's website (www.abivax.com) and/or AMF (www.amf-france.org).

Your attention is drawn to the risk factors related to the Company and its activities presented in chapter 3 of its 2020 Universal Registration Document and the update of these risk factors presented in the Company's Half-Year Financial Report 2020. The 2020 Universal Registration Document can be accessed on the Company's website (www.abivax.com) and/or AMF (www.amf-france.org). The Half-Year Financing Report 2020 can be accessed on the Company's website (www.abivax.com).

This press release does not constitute a prospectus under the Prospectus Regulation (as defined below) or an offer of securities to the public.

A webcast will be organized for the beginning of the week of November 2, 2020. Details will be communicated in a separate press release.


About Abivax (www.abivax.com)

Abivax, a clinical stage biotechnology company, is mobilizing the body's natural immune machinery to treat patients with chronic inflammatory diseases, viral infections, and cancer. Abivax is listed on Euronext compartment C (ISIN: FR0012333284 - Mnémo: ABVX). Based in Paris and Montpellier, Abivax has two drug candidates in clinical development, ABX464 to treat severe inflammatory diseases, and ABX196 to treat hepatocellular carcinoma.

More information on the company is available at www.abivax.com. Follow us on Twitter @ABIVAX_.


Contacts


Forward Looking Statements

This press release may contain certain forward-looking statements. Although the Company believes its expectations are based on reasonable assumptions, all statements other than statements of historical fact included in this press release about future events are subject to (i) change without notice, (ii) factors beyond the Company's control, (iii) clinical trial results, (iv) regulatory requirements (v) increased manufacturing costs and (vi) market access (vii) reimbursement (viii) competition (ix) potential claims on its products or intellectual property. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target," "believe," "expect," "aim," "intend," "may," "anticipate," "estimate," "plan," "objective", "project," "will," "can have," "likely," "should," "would," "could" and other words and terms of similar meaning or the negative thereof. Forward-looking statements are subject to inherent risks and uncertainties beyond the Company's control that could cause the Company's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. A description of these risks, contingencies and uncertainties can be found in the documents filed by the Company with the AMF pursuant to its legal obligations including the 2020 Universal Registration Document, as well as in the documents that may be published in the future by the Company. Furthermore, these forward-looking statements, forecasts and estimates are made only as of the date of this press release. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company disclaims any obligation to update any forward-looking statements, forecasts or estimates to reflect any subsequent changes that the Company becomes aware of, except as required by law.

This press release has been prepared in French, English and German. In the event of any differences between the three texts, the French language version shall supersede.


Disclaimer

This press release and the information contained herein do not constitute either an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of Abivax (the "Company").

No communication or information in respect of the offering by the Company of its shares may be distributed to the public in any jurisdiction where registration or approval is required. No steps have been taken or will be taken in any jurisdiction where such steps would be required. The offering or subscription of shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Company takes no responsibility for any violation of any such restrictions by any person.

This announcement does not, and shall not, in any circumstances, constitute a public offering, a sale offer nor an invitation to the public in connection with any offer. The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.

This announcement is an advertisement and not a prospectus within the meaning of the Prospectus Regulation (as defined below), as implemented in each member State of the European Economic Area.

With respect to the Member States of the European Economic Area (including France) (the "Member States"), no action has been or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Member State. As a result, the securities of the Company may not and will not be offered in any Member State except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation, or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 1 of the Prospectus Regulation and/or to applicable regulations of that relevant Member State.

For the purposes of the provision above, the expression "offer to the public" in relation to any shares of the Company in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129, and includes any relevant implementing measure in the Member State.

This document does not constitute an offer to the public in France and the securities referred to in this document can only be offered or sold in France pursuant to Article L. 411-2-II of the French Monetary and Financial Code (Code monétaire et financier) to qualified investors (investisseurs qualifiés) acting for their own account, as defined in the Prospectus Regulation. In addition, in accordance with the authorisation granted by the general meeting of the Company's shareholders dated June 19, 2020, only the persons pertaining to the categories specified in the 15th resolution of such general meeting may subscribe to the offering.

This document may not be distributed, directly or indirectly, in or into the United States. This document does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offering of its securities in the United States.

The distribution of this document (which term shall include any form of communication) is restricted pursuant to Section 21 (Restrictions on "financial promotion") of Financial Services and Markets Act 2000 ("FMSA"). This document is only being distributed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments and who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Financial Promotion Order"), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iv) are persons to whom this communication may otherwise lawfully be communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as "Relevant Persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons, and will be engaged in only with such persons in the United Kingdom.


29.10.2020 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de

 

Before Transaction

After Transaction

 

Shareholders

Number of shares

% capital (non-diluted)

% capital (fully diluted)

% voting rights (non-diluted)

% voting rights (fully diluted)

Number of shares

% capital (non-diluted)

% capital (fully diluted)

% voting rights (non-diluted)

% voting rights (fully diluted)

 

 

Truffle Capital

5 414 745

44,27%

37,00%

58,20%

51,15%

5 414 745

39,09%

33,31%

53,25%

47,28%

 

Holding Incubatrice

210 970

1,72%

1,44%

1,95%

1,71%

210 970

1,52%

1,30%

1,78%

1,58%

 

Sofinnova

1 500 000

12,26%

10,25%

8,61%

7,57%

1 698 723

12,26%

10,45%

8,92%

7,92%

 

Santé Holding

446 011

3,65%

3,71%

2,56%

2,74%

503 881

3,64%

3,70%

2,65%

2,80%

 

Management and board of Directors (excl. Santé Holding & Sofinnova)

505 078

4,13%

10,05%

4,19%

8,55%

505 078

3,65%

9,05%

3,83%

7,90%

 

Kreos

0

0,00%

4,44%

0,00%

3,28%

0

0,00%

4,00%

0,00%

3,03%

 

Other (1)

164 794

1,35%

5,85%

1,59%

4,88%

164 794

1,19%

5,26%

1,46%

4,51%

 

Free float

3 989 271

32,62%

27,26%

22,90%

20,12%

3 989 271

28,80%

24,54%

20,95%

18,60%

 

New Investors - Private Placement

-

-

-

-

-

1 363 777

9,85%

8,39%

7,16%

6,36%

 

Total

12 230 869

100,00%

100,00%

100,00%

100,00%

13 851 239

100,00%

100,00%

100,00%

100,00%

 

Abivax
Communications
Regina Jehle
regina.jehle@abivax.com
+33 6 24 50 69 63

Investors
LifeSci Advisors
Chris Maggos
chris@lifesciadvisors.com
+41 79 367 6254

Press Relations & Investors Europe
MC Services AG
Anne Hennecke
anne.hennecke@mc-services.eu
+49 211 529 252 22

Public Relations France
Actifin
Ghislaine Gasparetto
ggasparetto@actifin.fr
+33 6 21 10 49 24

Public Relations France
DGM Conseil
Thomas Roborel de Climens
thomasdeclimens@dgm-conseil.fr
+33 6 14 50 15 84

Public Relations USA
Rooney Partners LLC
Marion Janic
mjanic@rooneyco.com
+1 212 223 4017

 

Before Transaction

After Transaction

 

Shareholders

Number of shares

% capital (non-diluted)

% capital (fully diluted)

% voting rights (non-diluted)

% voting rights (fully diluted)

Number of shares

% capital (non-diluted)

% capital (fully diluted)

% voting rights (non-diluted)

% voting rights (fully diluted)

 

 

Truffle Capital

5 414 745

44,27%

37,00%

58,20%

51,15%

5 414 745

39,09%

33,31%

53,25%

47,28%

 

Holding Incubatrice

210 970

1,72%

1,44%

1,95%

1,71%

210 970

1,52%

1,30%

1,78%

1,58%

 

Sofinnova

1 500 000

12,26%

10,25%

8,61%

7,57%

1 698 723

12,26%

10,45%

8,92%

7,92%

 

Santé Holding

446 011

3,65%

3,71%

2,56%

2,74%

503 881

3,64%

3,70%

2,65%

2,80%

 

Management and board of Directors (excl. Santé Holding & Sofinnova)

505 078

4,13%

10,05%

4,19%

8,55%

505 078

3,65%

9,05%

3,83%

7,90%

 

Kreos

0

0,00%

4,44%

0,00%

3,28%

0

0,00%

4,00%

0,00%

3,03%

 

Other (1)

164 794

1,35%

5,85%

1,59%

4,88%

164 794

1,19%

5,26%

1,46%

4,51%

 

Free float

3 989 271

32,62%

27,26%

22,90%

20,12%

3 989 271

28,80%

24,54%

20,95%

18,60%

 

New Investors - Private Placement

-

-

-

-

-

1 363 777

9,85%

8,39%

7,16%

6,36%

 

Total

12 230 869

100,00%

100,00%

100,00%

100,00%

13 851 239

100,00%

100,00%

100,00%

100,00%

 

Abivax
Communications
Regina Jehle
regina.jehle@abivax.com
+33 6 24 50 69 63

Investors
LifeSci Advisors
Chris Maggos
chris@lifesciadvisors.com
+41 79 367 6254

Press Relations & Investors Europe
MC Services AG
Anne Hennecke
anne.hennecke@mc-services.eu
+49 211 529 252 22

Public Relations France
Actifin
Ghislaine Gasparetto
ggasparetto@actifin.fr
+33 6 21 10 49 24

Public Relations France
DGM Conseil
Thomas Roborel de Climens
thomasdeclimens@dgm-conseil.fr
+33 6 14 50 15 84

Public Relations USA
Rooney Partners LLC
Marion Janic
mjanic@rooneyco.com
+1 212 223 4017

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