Paris, June 23, 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, has today announced a capital increase whose gross proceeds amount to €22.5 million, reserved to a category of persons.
The operation, announced on June 22, 2017 was oversubscribed and allowed the Company to upsize the offering to €22.5 million at a price of €6.00 per share (including issue premium). This price represents a discount of 5.4% to the volume weighted average price of the Company’s shares over the last 3 trading days before pricing (i.e. June 20 to June 22, 2017 inclusive) and a discount of 2.4% to the closing price of June 22, 2017.
Leading US and European institutional investors specialized in healthcare and biotechnology participated in the capital increase, further strengthening of the Company’s shareholding structure.
The funds raised will be allocated to prepare the launch of GS010 in Europe and the United States, especially marketing and market access, and the establishment of a marketing infrastructure.
Key characteristics of the offering
The capital increase was conducted by means of a private placement reserved to a category of persons via an accelerated book-build offering announced on June 22, 2017.
3,750,000 new shares, par value €0.025 each, have been issued to qualified institutional investors in the United States and Europe falling into the category of investors satisfying certain predetermined characteristics. The order book was oversubscribed, based on strong demand from new and existing institutional investors, specialized in healthcare and biotechnology. The majority of the new shares were allocated to US investors.
3,750,000 new shares, representing approximately 19% of the issued share capital of the Company (on a non-diluted basis prior to the share capital increase), were issued today by a decision of the Company’s Chief Executive Officer, pursuant to the 22nd resolution of the extraordinary general meeting of the shareholders of the Company held on May 31, 2017 and in accordance with articles L. 225-138 of the French Commercial code (code de commerce).The capital increase was reserved to the categories of investors satisfying specific requirements as defined in the abovementioned 22nd resolution.
Following the settlement and delivery of the new shares, the Company’s share capital will be €588,356, consisting of 23,534,253 shares, par value of €0.025 each.
On an illustrative basis, a shareholder holding 1% of GenSight Biologics’ share capital before the offering will henceforth hold a stake of 0.84%.
The net proceeds will strengthen the cash position of the Company which amounted to €48.8 million on March 31, 2017 and enhance the Company’s financial visibility until Q1 2019.
Admission to listing of the new shares
The new shares will carry dividend rights as from their issue date and be immediately fungible in all respects with the Company’s existing shares. They are expected to be admitted to trading under the same code as the existing shares (ISIN FR0013183985) on June 27, 2017 on the regulated market of Euronext Paris.
A listing prospectus, incorporating the 2016 registration document, registered with the AMF on April 28,
2017 under number R.17-036, which is available free of charge on the Company’s website (www.gensight-biologics.com) and/or the 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 on or about June 23, 2017.
Company’s standstill agreement and lock-up provisions of the members of the executive committee and directors of the Company
GenSight Biologics has entered into a lock-up agreement ending 90 calendar days after the pricing date of the offering, subject to customary exceptions.
Members of the executive committee, directors and officers of the Company have also entered into lock- up agreements with a similar lock-up period after the pricing date of the offering with respect to the Company’s shares that they hold.
A listing prospectus, incorporating the 2016 registration document, registered with the Autorité des marchés financiers (the “AMF”) on April 28, 2017, under number R.17-036, 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 capital increase presented in Section 2 of the Securities Note and to risk factors related to the Company and its activities presented in Chapter 4 of its 2016 registration document. These documents are available free of charge from the Company website (www.gensight-biologics.com) and/or website of the Autorité des marches financiers (www.amf-france.org).
This press release does not constitute a prospectus within the meaning of the Prospectus Directive or 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.
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