Share Issue/Capital Change • Nov 24, 2021
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Download Source FileONWARD – Mid-Stabilisation Period Announcement
EINDHOVEN, the Netherlands & LAUSANNE, Switzerland—November 22, 2021--ONWARD Medical N.V. ("ONWARD" or the "Company") has been informed by Belfius Bank NV/SA, acting on behalf of the Joint Global Coordinators, appointed as stabilization manager (the "Stabilization Manager") in connection with the Company’s initial public offering of 5,900,000 newly issued ordinary shares ("Ordinary Shares") in its issued share capital ("Offer Shares") on the regulated markets of Euronext Brussels and Euronext Amsterdam (together "Euronext") under the symbol "ONWD" (the "Offering"), that it undertook stabilisation activities within the meaning of Article 3.2(d) of the Market Abuse Regulation (EU 596/2014) in relation to the offer of the following securities, as set out below.
Stabilisation transactions
For more information about ONWARD and the Offering, refer to the prospectus dated October 11, 2021. The prospectus is available on the Company's website at https://ir.onwd.com/prospectus.
About ONWARD
ONWARD is a medical technology company creating innovative therapies to restore movement, independence, and health in people with spinal cord injury. ONWARD’s work builds on more than a decade of basic science and preclinical research conducted at the world’s leading neuroscience laboratories. ONWARD’s ARC Therapy, which can be delivered by implantable (ARCIM) or external (ARCEX) systems, is designed to deliver targeted, programmed stimulation of the spinal cord to restore movement and other functions in people with spinal cord injury, ultimately improving their quality of life. ONWARD has received three Breakthrough Device Designations from the FDA encompassing both ARCIM and ARCEX. The company’s first FDA pivotal trial, called Up-LIFT, commenced in January 2021 with plans to enroll 65 subjects at up to 15 centers worldwide.
ONWARD is headquartered at the High Tech Campus in Eindhoven, the Netherlands. It maintains an office at the EPFL Innovation Park in Lausanne, Switzerland and has a growing U.S. presence in Boston, Massachusetts, USA. For additional information about the company, please visit ONWD.com.
Home Member State Declaration
Article 5:25a(2) of the Dutch Financial Supervision Act requires all listed companies to publicly announce which country is their “home member state” for the purposes of their disclosure obligations under Directive 2004/109/EG of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (the “EU Transparency Directive”).
Onward Medical N.V. hereby announces that its home member state is the Netherlands. This disclosure is also available on https://ir.onwd.com and in the Prospectus.
Inside Information
This press release relates to the disclosure of information that qualifies, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
Disclaimer
This announcement is not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Canada, Australia, South Africa or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This announcement is for information purposes only, does not purport to be full or complete and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities in any jurisdiction, including the United States, Canada, Australia, South Africa or Japan. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement does not contain, constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register the securities in the United States or to make a public offering of the securities in the United States. The Company has not authorised any offer to the public of securities in any Member State of the European Economic Area, other than in Belgium. With respect to any Member State of the European Economic Area, other than Belgium, (each a "Relevant State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant State. As a result, the securities may only be offered in Relevant States (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation (EU) No. 2017/1129, as amended (the "Prospectus Regulation"); or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Securities. In Belgium, an offer to the public of securities may not be made except pursuant to a prospectus that has been passported in Belgium. This implies that the prospectus is passported by the AFM to the Belgian Financial Services and Markets Authority.
The Company has not authorised any offer to the public of securities in the United Kingdom. With
respect to the United Kingdom no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in the United Kingdom. As a result, the securities may only be offered in the United Kingdom (i) to any legal entity which is a qualified investor within the meaning of Article 2(e) of Regulation (EU) No. 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK Prospectus Regulation"); or (ii) in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities.
The Company has not authorised any offer to the public of securities in Switzerland. With respect to Switzerland no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in Switzerland. As a result, the securities may only be offered in Switzerland to "professional clients" within the meaning of the Swiss Financial Services Act (Finanzdienstleistungsgesetz) of 15 June 2018, as amended (the "FinSA”) by way of a private placement.
This does not constitute a prospectus within the meaning of the Prospectus Regulation and does not constitute an offer to acquire securities. Any offer to acquire securities will be made, and any investor should make his investment, solely on the basis of information that is contained in the Prospectus made generally available in Belgium in connection with the initial public offering of the Offer Shares (the "Offering"). Copies of the Prospectus may be obtained at no cost from the Company at the Company's registered office, located at High-Tech Campus 32 5656 AE Eindhoven, the Netherlands, the website (https://ir.onwd.com/prospectus or the website of the Joint Global Coordinators (https://www.degroofpetercam.com/en-be/Onward-2021 (EN), https://www.degroofpetercam.com/nl-be/Onward-2021 (NL) and https://www.degroofpetercam.com/fr-be/Onward-2021 (FR) and www.belfius.be/Onward2021) and can be obtained by retail investors in Belgium upon request by phone at Bank Degroof Petercam SA/NV (+32 2 287 95 52) and Belfius Bank NV/SA ( +32 222 12 01 (French) and +32 222 12 02 (Dutch)). The information in this announcement is subject to change.
In the United Kingdom, this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, "qualified investors" within the meaning of Article 2(e) of UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons in the United Kingdom should not take any action on the basis of this announcement and should not act or rely on it.
In Switzerland, this announcement is only being distributed to, and is only directed at, investors that qualify as "professional clients" pursuant to the FinSA.
No action has been taken by the Company that would permit an offer of securities or the possession or distribution of this announcement or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
This announcement may include statements, including the Company's financial and operational
medium-term objectives that are, or may be deemed to be, "forward-looking statements" within the meaning of the United States federal securities laws. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made. The Company and its affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise, except to the extent required by applicable law.
None of the Underwriters or any of their respective subsidiary undertakings, affiliates, subcontractors or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, the Underwriters disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.
In connection with the Offering, each of the Underwriters and any of their affiliates, may take up a portion of the Securities in the Offering as a principal position and, in that capacity, may retain, purchase, sell, offer to sell for its own account such Securities and other securities of the Company or related investments in connection with the Offering or otherwise. In addition, each of the Underwriters and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which each of the Underwriters and any of their affiliates may from time to time acquire, hold or dispose of Securities. None of the Underwriters or their affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
For the avoidance of doubt, the content of the Company's website is not incorporated by reference into, and do not form part of, this announcement.
| Issuer | Onward Medical N.V. |
|---|---|
| Securities | Ordinary Shares |
| Global Offer size | 5,900,000 Offer Shares |
| Offer price | EUR 12.75 per Offer Share |
| Market | Euronext Brussels; Euronext Amsterdam |
| Ticker | ONWD |
| Stabilisation Manager | Belfius Bank NV/SA |
| Date | Aggregate number of securities purchased | Number of transactions | Price range
(EUR) | Execution Venue |
| --- | --- | --- | --- | --- |
| 19/11/2021 | 766 | 11 | 12.5 | Euronext Brussels |
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