Philogen — Share Issue/Capital Change 2021

Mar 12, 2021

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR ANY COUNTRY WHERE IT IS UNLAWFUL TO DO SO.

This announcement is an advertisement and not a prospectus and not an offer of securities for sale in or into the United States, Canada, Japan or Australia, or any other jurisdiction where it is unlawful to do so.

PRESS RELEASE

MID-PERIOD STABILISATION NOTICE

Siena, 12 March 2021 - Philogen S.p.A. ("Philogen" or the "Company"), on the basis of the information disclosed by Mediobanca – Banca di Credito Finanziario S.p.A. ("Mediobanca") acting as stabilisation manager in the context of the listing of ordinary shares by Philogen, hereby gives notice that Mediobanca has undertaken stabilisation activities (as defined under Article 3, paragraph 2, letter d), of the Market Abuse Regulation (EU/596/2014)) in relation to the offering of the securities as set out below.

Financial Instruments:
Issuer	Philogen S.p.A.
Financial Instrument	Ordinary shares (ISIN: IT0005373789)
Offer Size	4,061,111 ordinary shares excluding the over-allotment option
Total aggregate amount purchased	406,111 ordinary shares
Stabilisation Manager	Mediobanca – Banca di Credito Finanziario S.p.A.

Pursuant to Article 6, paragraph 2, of Commission Delegated Regulation (EU) 2016/1052 supplementing Regulation (EU) No. 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures, Philogen, on the basis of the information disclosed by Mediobanca, hereby communicates the data relating to the stabilisation activities undertaken.

Execution Date	Aggregate number of ordinary shares purchased	Number of transactions	Price Range (Euro)	Trading Venue
3 March 2021	320,000	722	16.288 – 17.00	Borsa Italiana –
				Mercato Telematico
				Azionario
4 March 2021	46,111	19	16.508 – 16.690	Borsa Italiana –
				Mercato Telematico
				Azionario
5 March 2021	40,000	59	15.004 – 16.300	Borsa Italiana –
				Mercato Telematico
				Azionario

This press release is issued also on behalf of Mediobanca pursuant to Article 6, paragraph 2, of Commission Delegated Regulation (EU) 2016/1052.

***

Philogen is an Italian-Swiss biotechnology company engaged in the discovery and development of biopharmaceutical products for the treatment of life-threatening conditions. The Group mainly discovers and develops targeted anti-cancer drugs, exploiting high-affinity ligands for tumor markers (also called tumor antigens). These ligands - namely human monoclonal antibodies or organic small molecules - are identified through Antibody Phage Display Libraries and DNA-Encoded Chemical Libraries technologies.

The main therapeutic strategy of the Group for the treatment of these diseases is the so-called "tumor targeting". This approach uses ligands capable of selectively delivering strong therapeutic active ingredients (such as pro-inflammatory cytokines) to the tumor site, sparing healthy tissues. Over the years, Philogen has primarily developed monoclonal antibody-based ligands that are specific for antigens expressed in tumor-associated blood vessels but not expressed in blood vessels located near healthy tissues. These antigens are usually more abundant and more stable than those expressed directly on the surface of tumor cells. This approach, called vascular targeting, is used for most of the projects pursued by the Group.

The Group's goal is to identify, develop and market innovative products for the treatment of diseases with high unmet medical needs, by leveraging (i) its proprietary technologies for isolating disease-specific ligands, or substances that bind to biomolecules (for example, human monoclonal antibodies and small molecule ligands), (ii) its expertise in generating disease-targeting products (iii) its expertise in manufacturing and drug development, and (iv) its extensive intellectual property portfolio

Although the Group's products address primarily applications in the oncology field, the targeting approach is also potentially applicable to other diseases, such as certain chronic inflammatory diseases.

FOR ADDITIONAL INFORMATION:

Philogen - Investor Relations

IR@philogen.com - Emanuele Puca | Investor Relator

DISCLAIMER

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor. The offering of the Philogen's shares (the "Offering") and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession this announcement or any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Neither this announcement, nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Australia, Canada, Japan, or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. The securities referred to herein have not been and will not be qualified under the applicable securities laws of Australia, Canada, Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or to any resident or citizen of Australia, Canada, Japan.

This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. No securities of the Company have been registered under the U.S. Securities Act of 1933, as amended, and the Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States. There will be no public offering of the securities in the United States or elsewhere.

This announcement does not constitute a recommendation concerning the Offering or the shares of the Company. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. Potential investors should consult, to the extent they deem necessary, a professional investment, business, tax, and/or legal advisor as to the suitability of the Offering for the person concerned.

None of the banks acting as joint global coordinators, joint bookrunners and/or co-bookrunner an/or stabilising manager in the contest of the Offering (the "Managers") or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, 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. Nothing contained herein is, or shall be relied upon as, a promise or representation by the Managers or any of their respective directors, officers, employees, advisers or agents in this respect, whether as to the past or future.

None of the Managers or any of their respective directors, officers, employees, advisers or agents assumes any responsibility for its accuracy, completeness or verification and accordingly the Managers and each of their respective directors, officers, employees, advisers or agents disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement. The Managers are each acting exclusively for the Company and the Selling Shareholder in the transaction referred to in this announcement and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements''), (d) Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA ("UK MiFIR"); and (e) the FCA Handbook Product Intervention and Product Governance Sourcebook (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that: (i) the target market for the Shares (a) in the EEA, eligible counterparties and professional clients only, each as defined in MiFID II; and (b) in the United Kingdom, eligible counterparties (as defined in the FCA Handbook Conduct of Business Sourcebook) and professional clients (as defined in UK MiFIR); and (ii) all channels for distribution of the Shares to eligible counterparties and professional clients are appropriate (the "Target Market Assessment"). Any person subsequently offering, selling or recommending the Shares (a "distributor") should take into consideration the manufacturers' Target Market Assessment; however, a distributor subject to MiFID II or the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Shares (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline, and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.