Share Issue/Capital Change • Feb 2, 2021
Share Issue/Capital Change
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Nantes, France, February 2, 2021 – 8 pm CET – Pherecydes Pharma (FR0011651694 - ALPHE), a biotechnology company specializing in precision phage therapy to treat resistant and/or complicated bacterial infections, today announces the resounding success of its initial public offering on the Euronext Growth® market in Paris.
Guy-Charles Fanneau de La Horie, Chairman of the Executive Board of Pherecydes Pharma, says: "I am particularly sensitive to the high level of interest the financial community has shown in our IPO project, both institutional and individual investors. I would like to thank all our shareholders, longstanding and new, who have chosen to accompany us through this next stage in our development. Thanks to the funds raised, we now have the necessary means to develop precision phage therapy more broadly. The launch of our first clinical trials with our anti-Staphylococcus aureus phages and the availability of our anti-Staphylococcus aureus and anti-Pseudomonas aeruginosa phages under Early Access Program (EAP) for the medical community in France from the second half of this year will position us even more as a global leader in this field".
Total demand expressed was for 4,690,361 shares, or 39% with respect to the global placement (the "Global Placement") (via 25 orders from French and foreign institutional investors, representing demand of approximately €10.9 million) and 61% with respect to the fixed-price offer (the "Fixed-Price Offer" or "FPO", and, together with the Global Placement, the "Offer") (via near to 11,000 orders from individual investors, representing demand of approximately €17.2 million). Given the high level of demand, i.e. €28.1 million, the Company has decided to fully exercise the Extension Clause.
Altogether, the number of shares issued after exercise of the Extension Clause is 1,333,265 new shares, allocated as follows:
The gross proceeds of the Company's capital increase total approximately €8 million, issue premium included.
After implementation of the capital increase, Pherecydes Pharma's share capital amounts to 5,824,253 euros, consisting of 5,824,253 shares with a nominal value of 1 euro each. On this basis and taking into account the IPO price of €6.00 per share, Pherecydes Pharma has a market capitalization of approximately €34.9 million.
The float represents 19.2% of the Company's capital (excl.subscriptions by longstanding shareholders).
Settlement-delivery of the shares is scheduled for February 4, 2021 and continuous trading in the Company's shares on the Euronext Growth® market in Paris will begin on February 5, 2021 (ISIN: FR0011651694 / Ticker: ALPHE).
The net proceeds from the raised funds will allow the Company to pursue the following objectives:
For a period of 180 calendar days from the date of settlement-delivery, subject to certain exceptions.
As a reminder, the historical shareholders of the Company have subscribed, subject to certain exceptions, to a 12-month lock-up commitment from the date of settlement-delivery of the Offer.
| Feb. 4, 2021 | • Settlement-Delivery of the Fixed-Price Offer and Global Placement |
|---|---|
| Feb. 5, 2021 | • The Company's shares begin trading on the Euronext Growth market in Paris |
Prior to the Offer and following the Offer (after the exercise of the extension clause), the share capital and voting rights of the Company will be distributed as follows:
| Before the Offer | After the Offer (full exercise of the Extension Clause) |
|||
|---|---|---|---|---|
| Shareholders | Number of shares and voting rights |
% of shares and voting rights |
Number of shares and voting rights |
% of shares and voting rights |
| Members of the Executive Board | 30 704 | 0,68% | 30 704 | 0,53% |
| ACE Management | 1 384 564 | 30,83% | 1 384 564 | 23,77% |
| Omnes Capital | 399 155 | 8,89% | 399 155 | 6,85% |
| Elaia Capital | 950 003 | 21,15% | 1 060 003 | 18,20% |
| Go Capital | 620 628 | 13,82% | 699 828 | 12,02% |
| Participations Besançon | 243 819 | 5,43% | 243 819 | 4,19% |
| Pool GR* | 352 859 | 7,86% | 357 220 | 6,13% |
| Other historical shareholders | 509 256 | 11,34% | 531 456 | 9,12% |
| Free float | - | 0,00% | 1 117 504 | 19,19% |
| Total | 4 490 988 | 100,00% | 5 824 253 | 100,00% |
* The "Pool GR" group comprises individual shareholders who are legal entities or individuals who have entered into an agreement to act in concert with each other that has been brought to the Company's attention. Guy Rigaud, a member of the Company's Supervisory Board, belongs to this group.
Pherecydes Pharma announces that it complies with the criteria to be eligible for PEA-PME equity savings plans specified in articles L. 221-32-2 and D. 221-113-5 et seq. of the Monetary and Financial Code. Accordingly, Pherecydes Pharma shares can be included in PEA equity savings plans and PEA-PME equity savings accounts, which enjoy the same tax benefits as traditional PEA plans.
Pherecydes Pharma has also been assigned "Entreprise Innovante" (innovative company) status by Bpifrance.
Copies of the Document d'Information is available free of charge from Pherecydes Pharma, and on the websites of Pherecydes Pharma (www.pherecydes-pharma.com) and Euronext (www.euronext.com).
For a description of the risks and uncertainties that could affect the results, financial position, performance and achievements of Pherecydes Pharma, please see the "Risk Factors" section of the Document d'Information, which is available on the websites of Pherecydes Pharma (pherecydespharma.com) and Euronext (www.euronext.com).
Global Coordinator, Bookkeeper and Listing Sponsor
Lexelians acted as deal counsel on the legal aspects of the transaction.
Founded in 2006, Pherecydes Pharma is a biotechnology company that develops treatments against resistant bacterial infections, responsible for many serious infections. The Company has developed an innovative approach, precision phage therapy, based on the use of phages, natural bacteria-killing viruses. Pherecydes Pharma is developing a portfolio of phages targeting 3 of the most resistant and dangerous bacteria, which alone account for more than two thirds of hospital-acquired resistant infections: Staphylococcus aureus, Escherichia coli and Pseudomonas aeruginosa. The concept of precision phage therapy has been successfully applied in 22 patients in the context of compassionate use, under the supervision of the French National Agency for the Safety of Medicines (ANSM). Headquartered in Nantes, Pherecydes Pharma has a team of 21 experts from the pharmaceutical industry, biotechnology sector and academic research.
For more information, www.pherecydes-pharma.com
| Pherecydes Pharma | NewCap | NewCap |
|---|---|---|
| Philippe Rousseau | Dusan Oresansky | Nicolas Merigeau |
| CFO | Investor Relations | Media Relations |
| investors@pherecydes | [email protected] | [email protected] |
| pharma.com | T.: +33 1 44 71 94 92 | T.: +33 1 44 71 94 98 |
This document does not constitute or should not be considered as a public offering, an offer to subscribe company's securities or a public solicitation in preparation for a public offering of Pherecydes Pharma's securities. Pursuant to the provisions of Article L.411-2 of the French Monetary and Financial Code and Article 211-2 of the General Regulations of the French Market Authority (Autorité des Marchés Financiers - AMF), any offer for a total amount of less than €8,000,000 shall not give rise to a Prospectus approved by the AMF. This press release does
not constitute a prospectus within the meaning of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation").
In the United Kingdom, this document is addressed to and intended solely for those persons who are « qualified investors » pursuant to Article 2(1)(e) (i), (ii) and (iii) of the Prospectus Directive of the European Union, and who are also considered as (i) « investment professionals » (persons with professional investing experience) pursuant to Article 19(5) of the 2000 Financial Services and Markets Act (Financial Promotion) Order 2005 (as amended, the « Order), (ii) persons included in the scope of Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) persons invited or urged to participate in an investment activity (pursuant to Article 21 of the 2000 Financial Services and Markets Act) in connection with the issuance or the sale of financial securities (all such persons being designated together as the "interested Persons"). In the United Kingdom, this document is addressed solely to the Interested Persons and no person other than an interested person must use or rely on this document. Any investment or investment activity to which this document refers shall be accessible only to the Interested Persons and shall be undertaken only with Interested Persons.
This document does not constitute an offer to sell Pherecydes Pharma's securities in the United States of America. Pherecydes Pharma's securities cannot be sold in the United States of America without the registration or an exemption from registration under the United States Securities Act of 1933, as amended. Pherecydes Pharma is not contemplating registering an offer or any public offering of securities, in the United States of America.
The diffusion of this document in other countries may result in violating applicable rules governing securities law. This document does not constitute an offer of Pherecydes Pharma's securities in the United States of America, Canada, Australia, Japan or in any other country. This document must not be published, transmitted or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
Finally, this press release may be drafted in French and English languages. If both versions are interpreted differently, the French language version shall prevail.
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