Paris, June 22, 2017 – GenSight Biologics (Euronext: SIGHT, ISIN: FR0013183985, PEA-PME eligible), (“GenSight Biologics” or the “Company”), a biotechnology company discovering and developing novel gene therapies for neurodegenerative retinal diseases and diseases of the central nervous system, today announced the launch of a capital increase of around €20 million.
The funds raised will be allocated to prepare the launch of GS010 in Europe and the United States, and especially the financing related to the marketing and market access, as well as the establishment of a marketing infrastructure.
Gross proceeds from the transaction are expected to be approximately €20 million. The purpose of this capital increase is to finance preparations for the marketing of GS010 and improve the financial visibility for the Company through to the 1st quarter of 2019.
This fund raising will correspond to a maximum of 3,908,090 new shares, with a par value of €0.025 per share, representing approximately 20% of the outstanding share capital of the Company on a non- diluted basis. The subscription price per share will be determined in accordance with the 22nd resolution of the combined general assembly of May 31, 2017.
The subscription price per share will be set in accordance with the 22nd resolution of the extraordinary general meeting of the shareholders of the Company held on May 31, 2017. The subscription price per share will be set at a maximum discount of 15% to the volume weighted average price of the Company’s shares over the last 3 trading days before pricing, namely June 20 to June 22, 2017, in accordance with the 22nd resolution of the combined general meeting of the shareholders of the Company held on May 31, 2017.
The capital increase is open only to the categories of investor (including legal) defined in the 22nd resolution abovementioned (i.e habitually investing in the pharmaceutical, biotechnological, ophthalmological, neurodegenerative diseases or medical technologies sectors).
The issue of new shares will be subject to a book-building process for qualified investors in accordance with Article 3.2(a) of the European Directive 2003/71/EC of the European Parliament and European Council dated November 4, 2003 (as amended) and meeting the predetermined criteria within the European Economic Area, and in certain other countries.
The Company will announce the results of the capital increase as soon as possible after closing of the book-building in a subsequent press release. Settlement and delivery of the new shares and the new shares’ admission to trading is expected to occur on June 27, 2017 on the regulated market of Euronext in Paris.
Simultaneously with the determination of the final terms and conditions of the capital increase, the Company will enter into a lock-up agreement ending 90 calendar days after the date of the pricing of the offering, subject to certain customary exceptions.
Persons acting on behalf of the Company (executives and/or directors) have also entered into similar lock-up agreements with regard to the Company’s shares that they hold.
A listing prospectus, incorporating the 2016 registration document, registered with the AMF on April 28, 2017, under number R.17-036, available free of charge from the Company website (www.gensight-biologics.com) and/or website of the Autorité des marchés financiers (www.amf- france.org), together with a Securities Note, containing a summary of the prospectus in French and in English, will be submitted to the AMF, with a view to receiving its approval. Attention is drawn to the risk factors related to the Company and its activities presented in chapter 4 of its registration document.
This press release does not constitute a prospectus within the meaning of the Prospectus Directive nor a public offering.
About GenSight Biologics
GenSight Biologics S.A. (GenSight Biologics) is a clinical-stage biotechnology company discovering and developing novel therapies for neurodegenerative retinal diseases and diseases of the central nervous system. GenSight Biologics’ pipeline leverages two core technology platforms, the Mitochondrial Targeting Sequence (MTS) and optogenetics for retinitis pigmentosa, to help preserve or restore vision in patients suffering from severe degenerative retinal diseases. GenSight Biologics’ lead product candidate, GS010, is in Phase III trials in Leber’s Hereditary Optic Neuropathy (LHON), a rare mitochondrial disease that leads to irreversible low vision and legal blindness in teens and young adults. Using its gene therapy-based approach, GenSight Biologics’ product candidates are designed to be administered in a single treatment to each eye by intravitreal injection to offer patients a sustainable functional visual recovery.
This document 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 GenSight Biologics S.A. (the “Company”).
No communication and no 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 outside France where such steps would be required. The offering or subscription of shares may be subject to specific legal or regulatory restrictions in certain jurisdictions.
This announcement does not, and shall not, in any circumstances, constitute a public offering 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 Directive (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) (“Member States”), no action has been undertaken 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 3 of the Prospectus Directive.
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 Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Member State.
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”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. 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 offer of its securities in the United States.
The distribution of this document (which term shall include any form of communication) is restricted pursuant to Article 21 (restrictions on financial promotion) of Financial Services and Markets Act 2000 (“FMSA”). This document is directed only at persons who (i) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, or (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) are persons to whom this communication may otherwise lawfully be communicated (all such persons in (i), (ii) and (iii) 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 in the United Kingdom to Relevant Persons, and will be engaged in only with such persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. Persons distributing this document must satisfy themselves that it is lawful to do so.
This document may not be distributed, directly or indirectly, in Canada, Australia or Japan.