Rights Issue Open to the Public in France and in Denmark
Transaction Executed on the Back of Subscription Commitments from the Company's
Principal Shareholder, Financiere De La Montagne, and Two Other International
Investors, Securing Fully the Offering Size
Issue Price of €4.50 Per Share with a Parity of 1 New Share for 4 Existing
Shares
Subscription Period: from November 24 to December 3, 2014 Inclusive
PARIS & COPENHAGEN--(BUSINESS WIRE (http://www.businesswire.com/))-- Regulatory
News:
Onxeo SA (Paris:ONXEO) (NASDAQ OMX:ONXEO) (Euronext Paris, Nasdaq OMX Copenhagen
– ONXEO or “the Company”), an innovative biopharmaceutical company specialized
in the development of orphan oncology drugs, created by the merger of
BioAlliance Pharma and Topotarget in July 2014, announces today in France and in
Denmark the launch of a rights issue with shareholder preferential subscription
rights for a gross amount of €35.4 million. This amount may be increased to a
maximum of €41.6 million upon exercise of all financial instruments giving
access to share capital in the Company before November 26, 2014 and of the
extension clause. Based on the subscription commitments, the extension clause
will be exercised by at least 682,894 shares, increasing the offering size to at
least €38.5 million (excluding exercise of financial instruments before November
26, 2014).
Rights issue rationale
ONXEO targets to become a global leader in oncology, with a focus on orphan or
rare cancers, leveraging its three key programs already at an advanced
development stage, Beleodaq® (an approved histone deacetylase inhibitor (HDAC)
commercialized in the US by partner Spectrum Pharmaceuticals for the treatment
of peripheral T-cell lymphoma), Livatag® (a doxorubicin nano-formulation for the
treatment of primary liver cancer, currently in a phase III clinical trial) and
Validive® (a mucoadhesive clonidine tablet that has shown efficacy in a Phase II
clinical trial in the treatment of severe oral mucositis in patients treated for
a head and neck cancer).
These high value-added programs focus on significant and unsatisfied medical
need showing strong sales potential.
The proceeds of the offering (excluding offsetting receivables) are mainly
intended to finance research and development on key Company products, as well as
its current requirements and in particular to:
· support the international expansion of Livatag's® phase III by broadening
the ReLive study into new areas to increase the recruitment rate and optimise
the study's duration,
· prepare Validive's® Phase III study, which follows Phase II, for which the
first results were obtained on October 30, 2014,
· pursue Beleodaq's® next development stage involving:
· a Phase I combination study with the standard treatment for the PTCL
indication as a first line treatment, and
· preparing for the start of Phase III in order to validate the Marketing
Authorisation in the United States for this indication and to obtain the same
authorisation in Europe.
« 2014 was a cornerstone year for BioAlliance, which became ONXEO last August,
with a deep strategic move, major progress in its key development programs and
an enlarged European dimension through Topotarget acquisition.
This rights issue will allow us to pursue this step-up, by accelerating and
expanding development programs which are the base of ONXEO value. » (Judith
Greciet, CEO of ONXEO).
Rights issue main terms
This capital increase with shareholder preferential subscription rights will
result in the issuance of 7,872,661 new shares at a price of €4.50 per share,
for a gross amount, including share premium of €35,426,974.50. This number of
new shares may be increased to a maximum of 9,246,098 shares upon exercise of
all financial instruments giving access to share capital in the Company before
November 26, 2014 and of the extension clause, resulting in a maximum gross
amount of €41,607,441.
On November 24, 2014, each Company’s shareholder will receive one preferential
subscription right per share registered on its holder’s share-account at the end
of the accounting day on November 21, 2014. The subscription price for the new
shares has been set at €4.50 per share (comprising a nominal value of €0.25 and
a share premium of €4.25) on the basis of a ratio of 1 new share for 4 existing
shares (4 rights to be exercised for the subscription of 1 new share).
On an indicative basis, taking into account the closing price of ONXEO on the
regulated market of Euronext Paris (“Euronext Paris”) on November 14, 2014 of
€6.34, the theoretical value per right amounts to €0.37 and the theoretical ex
-right price (TERP) amounts to €5.97.
The subscription price of €4.50 per share represents a 29.02% discount compared
to the closing price of ONXEO on November 14, 2014 and a 24.65% discount
compared to the TERP.
Reducible subscriptions will be permitted at a price of €4.50 per new share on
top of irreducible subscriptions.
The rights issue will be open to the public in France and Denmark only.
Subscription commitments
Financière de la Montagne (which holds c.8.92% of the share capital and voting
rights of the Company) has irrevocably committed to (i) exercise on an
irreducible basis all its 2,807,570 rights and (ii) place a subscription order
in cash for a total amount of €13.5 million. Payment of the subscription price
of the new shares subscribed on an irreducible and reducible basis will be made
by offsetting receivables in accordance with the provisions of Article 1289 of
the Civil Code and subsequent, with the terms of the current account advance
agreement signed with the Company on July 18, 2014. Financière de la Montagne
reserves flexibility to acquire preferential rights on the market and to
subscribe new shares on an irreducible and/or reducible basis for an amount
greater than its subscription commitment.
Nyenburgh and Capital Ventures International have irrevocably committed to
subscribe on an irreducible basis and reducible basis for respective global cash
amounts of €5 million and €20 million.
Nyenburgh reserves the flexibility to acquire preferential rights on the market,
it being indicated that the amount of its investment will not exceed that of its
subscription commitment, i.e. €5 million.
The transaction is therefore fully secured through the subscription commitments
described above, upon exercise of all financial instruments giving access to
shares in the Company before November 26, 2014.
Indicative timetable
The subscription period will be opened from November 24, 2014 until December 3,
2014. Rights will be detached and traded on Euronext Paris from November 24,
2014 until December 3, 2014 and on Nasdaq OMX Copenhagen from November 24, 2014
until December 1, 2014 under ISIN code FR0012314656. A Company press release
announcing the results of the capital increase and, if applicable the full or
partial exercise of the extension clause, will be published by the Company on
December 12, 2014.
The settlement, delivery and trading of the new shares is expected to take place
on December 16, 2014. The new shares will be fully fungible with the Company's
existing shares and will trade on the same quotation line under the same ISIN
code FR0010095596.
Participants
Natixis and Oddo & Cie are acting as Joint Coordinators and Joint Bookrunners on
this transaction.
Société Générale Securities Services will be responsible for establishing the
funds deposit certificate.
Nordea Bank Danmark A/S will be the subscription agent for the rights issue in
Denmark.
Information available to Danish shareholders
For any shareholders holding shares in the Company through the book-entry
facilities of VP Securities A/S on November 21 2014 (“VP Beneficiaries”) and any
investors acquiring preferential subscription rights on NASDAQ OMX (“PSR
Investors” and VP Beneficiaries and PSR Investors collectively referred to as
“Danish Investors”) the following applies. Danish Investors can contact Nordea
Bank Danmark A/S for further information in respect to the Danish offering:
Subscription Rights
The subscription rights allocated to VP Beneficiaries and/or acquired by PSR
Investors cannot be transferred between Euroclear Bank SA/NV & Clearstream
Banking (Luxembourg LLC) and VP Securities A/S during the subscription period
(identical for both markets, i.e. 24 November to 3 December 2014).
The preferential subscription rights will be admitted to trading on NASDAQ OMX
under ISIN FR0012314656 during the period November 24, 2014-December 1, 2014.
Subscription of new shares on the basis of preferential subscription rights
Danish Investors wishing to subscribe for new shares on the basis of
preferential subscription rights must pay for the new shares in accordance with
the rules and procedures of the shareholder’s own account holding institution or
financial intermediary no later than on December 3, 2014. Any new shares
subscribed by Danish Investor’s exercise of preferential subscription rights
will be registered as temporary certificates in the investor’s account with VP
Securities A/S in a temporary ISIN FR0012327773, which will not be admitted to
trading and official listing on NASDAQ OMX. These temporary certificates shall
not be transferred between (i) Euroclear Bank SA/NV & Clearstream Banking
(Luxembourg LLC) and (ii) VP Securities A/S on the other hand. Such certificates
will be converted into new shares upon completion of the offering as issuance of
the new shares.
Subscription of new shares on the basis of reducible orders
Danish Investors having subscribed for new shares on the basis of exercise of
preferential subscription rights may also request to subscribe for additional
new shares by submitting a reducible order. In order for such shareholders and
investors to place a reducible order to subscribe for additional new shares, a
subscription form must be completed, signed and submitted to the shareholder or
investor’s own custodian bank or financial intermediary in due time allowing for
such custodian bank or financial intermediary to submit the order to Nordea Bank
Danmark A/S before expiry of the subscription period December 3, 2014. The
subscription form may be found and downloaded from the Company’s website
(www.onxeo.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2F
w
ww.onxeo.com&esheet=50985939&newsitemid=0&lan=en
-US&anchor=www.onxeo.com&index=1&md5=f6f4180b410a93a91b89d92bd227ce3c)). The
subscription form must be received by Nordea Bank Danmark A/S, Corporate Actions
no later than at 17.00 on December 3, 2014 and hence must be submitted to the
investor’s own financial intermediary well ahead of such date. Only one
subscription form per Danish Investor is allowed.
The allocation of any new shares based on reducible orders will be made
automatically based on a ratio published by Euronext Paris around December 12,
2014. Reducible orders will be met based on demand and in proportion to the
number of new shares subscribed on a non-reducible basis (i.e on the basis of
exercised preferential subscription rights).
Any new shares subscribed and allocated on the basis of reducible orders will be
registered against payment as temporary certificates in the investor’s account
with VP Securities A/S in the temporary ISIN FR0012327773, which will not be
admitted to trading and official listing on NASDAQ OMX. These temporary
certificates shall not be transferred between (i) Euroclear Bank SA/NV &
Clearstream Banking (Luxembourg LLC) and (ii) VP Securities A/S on the other
hand. Such certificates will be converted into new shares upon completion of the
offering as issuance of the new shares.
Payment for additional shares shall be made no later than 15 December 2014 based
on the indicative timetable against registration of the temporary certificates
on the investor’s account with VP Securities A/S.
Subscription price
For Danish Investors the subscription price payable for the new shares will be
the DKK amount equal to €4.50, converted at a euro/Danish kroner exchange rate
in effect as of 17 November, 2014 (ie. DKK33.50).
Nordea Bank Danmark A/S contact detail
Nordea Bank Danmark A/S, Corporate Actions, corpact@nordea.com, +45 3333 5092
Information available to the public
The Prospectus filed with the Autorité des marchés financiers (the “AMF”) under
visa number 14-600 dated November 17, 2014, consists of (i) ONXEO’s Document de
Référence filed with the AMF on April 7, 2014 under number D.14-0303, (ii)
ONXEO’’s Actualisation du Document de Référence filed on November 17, 2014 under
number D.14-0303-A01, (iii) the Document E (including the summary of Document E)
filed with the AMF on May 26, 2014 under number E.14-0034, (iv) a securities
note and (v) a summary of the Prospectus (included in the securities note).
Copies of the Prospectus may be obtained free of charge at ONXEO’’s registered
office, 49, boulevard du Général Martial Valin – 75015 Paris – France, on the
Company’s corporate website
(www.onxeo.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2F
w
ww.onxeo.com&esheet=50985939&newsitemid=0&lan=en
-US&anchor=www.onxeo.com&index=2&md5=49e67eb59b7f18a03143a7efc506fa30)), on the
AMF’s website (www.amf
-france.org (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww
.
amf-france.org&esheet=50985939&newsitemid=0&lan=en-US&anchor=www.amf
-france.org&index=3&md5=53ae50d9d2d179769d237c80d3d84a3f)) and from the Joint
Coordinators and Bookrunners.
A translation of the summary of the prospectus into Danish together with a non
-binding translation into English of all the other documents constituting the
prospectus have been prepared by the Company regarding the Danish offer. In case
of discrepancies between the French prospectus and the English translation, the
French version prevails. Such documents can also be obtained free of charge at
Onxeo’s registered office, 49, boulevard du Général Martial Valin – 75015 Paris
– France and on the Company’s corporate website
(www.onxeo.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2F
w
ww.onxeo.com&esheet=50985939&newsitemid=0&lan=en
-US&anchor=www.onxeo.com&index=4&md5=b2904c8e6acbac64e2c94bf066beacc2)).
The Company draws investors’ attention to the risk factors described in chapter
5.2.1 of the Document de Référence, in chapter 4.2 of Document E and chapter 2
of the Securities Note before taking any investment decision.
The occurrence of such risks (in whole or in part) can have a material adverse
change in the Company’s business or financial situation, the Group’s results or
its capacity to achieve its objectives.
About ONXEO
ONXEO has the vision to become a global leader and pioneer in oncology, with a
focus on orphan or rare cancers, through developing innovative therapeutic
alternatives to “make the difference”. The ONXEO teams are determined to develop
innovative medicines to provide patients with hope and significantly improve
their lives.
Key products at advanced development stage are:
Livatag®(Doxorubicin Transdrug™): Phase III in hepatocellular carcinoma
Validive® (Clonidine Lauriad®): Phase II in severe oral mucositis: Positive
preliminary top-line results
Beleodaq® (belinostat): Registered and available in the USA for peripheral T
-cell lymphoma
Disclaimer
The offer is open to the public in France and Denmark following the delivery of
the visa on the Prospectus by the French Autorité des marchés financiers (the
« AMF ») and the AMF’s notification of the Danish Financial Services Authority
(the « FSA »).
Copies of the prospectus registered with the AMF on November 17, 2014 under
number 14-600, comprised of the registration document filed with the AMF April
7, 2014 under number D.14-0303, of the registration document update filed with
the AMF on November 17 2014 under number D.14-0303-A01, of the merger document
(including a summary) registered by the AMF on May 26, 2014 under number E.14
-0034 and of a securities note (including a summary of the prospectus), are
available without charge from ONXEO (49 boulevard du Général Martial Valin,
75015 Paris – France), as well as on the websites of ONXEO
(www.onxeo.com/fr/ (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2
F
%2Fwww.onxeo.com%2Ffr%2F&esheet=50985939&newsitemid=0&lan=en
-US&anchor=www.onxeo.com%2Ffr%2F&index=5&md5=f9912d493b88f1d223736252027ed520))
and from the AMF (www.amf
-france.org (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww
.
amf-france.org&esheet=50985939&newsitemid=0&lan=en-US&anchor=www.amf
-france.org&index=6&md5=d1c88fd63557aa9f9db0e65d49a48ae9)). A translation into
English of the prospectus as well as a translation into Danish of the summary of
the prospectus are available without charge at the registered office of ONXEO
(49 boulevard du Général Martial Valin, 75015 Paris – France) and on its website
(www.onxeo.com/fr/ (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2
F
%2Fwww.onxeo.com%2Ffr%2F&esheet=50985939&newsitemid=0&lan=en
-US&anchor=www.onxeo.com%2Ffr%2F&index=7&md5=4d8d097f9f33ca8ee8d11e74f6d76d4e)).
ONXEO draws the public’s attention to the risks contained in pages 84 to 90 of
its reference document, in pages 95 to 99 of its merger document and in Chapter
2 of the securities note.
With respect to Member States of the European Economic Area that have transposed
European Directive 2003/71/EC of the European Parliament and European Council of
4 November, 2003 (as amended in particular by Directive 2010/73/EU to the extent
that the said Directive has been transposed into each Member State of the
European Economic Area) (the “Prospectus Directive”), no action has been taken
or will be taken to permit a public offering of the securities referred to in
this press release requiring the publication of a prospectus in any Member State
other than France and Denmark . Therefore, such securities may not be and shall
not be offered in any Member State (other than in France and Denmark) except in
accordance with the exemptions of Article 3(2) of the Prospective Directive to
the extent they have been transposed by the relevant Member State or, otherwise,
in cases not requiring the publication of a prospectus by ONXEO under Article
3(2) of the Prospective Directive and/or the applicable regulations in such
Member State.
This press release and the information it contains are being distributed to and
are only intended for persons who are (i) outside the United Kingdom, (ii)
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high
net worth entities and other such persons falling within Article 49(2)(a) to (d)
of the Order (“high net worth companies”, “unincorporated associations”, etc.)
or (iv) other persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the Financial Services
and Market Act 2000) may otherwise lawfully be communicated or caused to be
communicated (all such persons in (i), (ii), (iii) and (iv) together being
referred to as “Relevant Persons”). Any invitation, offer or agreement to
subscribe, purchase or otherwise acquire securities to which this document
relates will only be engaged with Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this press release or any of its
contents.
This press release and the information it contains do not, and will not,
constitute an offer to subscribe for or sell, nor the solicitation of an offer
to subscribe for or buy, securities of ONXEO in the United States of America or
any other jurisdiction where restrictions may apply. Securities may not be
offered or sold in the United States of America absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as amended
(the “U.S. Securities Act”), it being specified that the securities of ONXEO
have not been and will not be registered within the US Securities Act. ONXEO
does not intend to register securities or conduct a public offering in the
United States of America.
The distribution of this press release may be subject to legal or regulatory
restrictions in certain jurisdictions. Any person who comes into possession of
this press release must inform him or herself of and comply with any such
restrictions.
Any decision to subscribe for or purchase the shares or other securities of
ONXEO must be made solely based on information publicly available about ONXEO.
Such information is not the responsibility of Natixis and Oddo & Cie and has not
been independently verified by Natixis and Oddo & Cie.
SUMMARY OF THE PROSPECTUS
AMF approval No. 14-600 dated November 17, 2014
The summary consists of a set of key disclosures, referred to as "Elements",
presented in five sections, A to E, and numbered from A.1 to E.7.
This summary contains all the Elements that are required in the prospectus
summary concerning this class of securities and this type of issuer. Since not
all Elements have to be filled in, the numbering in this summary is not
continuous.
It is possible that relevant information may not be provided about a given
Element that should be included in this summary, given the class of securities
and the type of issuer involved. In that event, a brief description of the
Element in question is included in the summary, with the notation "not
applicable".
A.1 Notice to readers This summary
should be read
as an
introduction to
the
Prospectus.Any
decision to
invest in the
securities
issued in
connection with
this public
offering or for
which an
application is
made for
admission to
trading on a
regulated market
should be based
on a thorough
review of the
Prospectus by
the investor.If
a claim relating
to information
contained in
this Prospectus
is brought
before a court,
the plaintiff
investor may be
required to bear
the costs of
translating the
Prospectus prior
to the
commencement of
judicial
proceedings,
pursuant to the
national
legislation of
the Member
States of the
European Union
or of the States
Parties to the
agreement on the
European
Economic
Area.Those who
prepared this
summary
including, as
applicable, its
translation, may
only be subject
to civil
liability if the
contents of the
summary are
misleading,
inaccurate or
contradict other
parts of the
Prospectus or
if, when read
together with
the other parts
of the
Prospectus, they
do not contain
the critical
information that
would help
investors who
are considering
investing in
these
securities.
A.2 Consent of the Issuer concerning the Not applicable.
use of the Prospectus
Section
B – Issuer
B.1 Legal and commercial name ONXEO (the
“Company” and,
together with
all its
consolidated
subsidiaries,
the “Group”).
B.2 Registered Office / Legal form /
Governing law / Country of · Registered
incorporation office: 49
boulevard du
Général Martial
Valin, 75015
Paris – France.
· Legal form:
Limited
liability
company with a
Board of
Directors.
· Governing
law: French law.
· Country of
incorporation:
France.
B.3 Description of the Issuer's Founded in 1997, listed on the
operations and main business regulated market Euronext in Paris
lines (“Euronext Paris”) in 2005 and
also listed on NASDAQ OMX in
Denmark (“NASDAQ OMX”) since
August 1st, 2014, the Company is a
European biopharmaceutical company
specialised in the field of orphan
oncology products and has the
ambition of becoming a leading
player in this field, by linking
innovation to patient needs.
The Company researches and
develops innovative drugs, up to
the point of their marketing, for
the treatment of cancer and its
related pathologies, specifically
for severe or rare orphan
diseases. Its product portfolio in
this area has several programs in
advanced stages of clinical
development, with each one
positioned for an indication where
there is a severe medical need and
very significant sales potential:
PRODUCT PH1 PH2 PH3 REGISTRATION
MARKET MILESTONES
Belinostat(PTCL
--- US
2nd line)
--- Registration
-
-- 07/2014
-
--
-
--
-
--
-
--
-
--
-
--
-
--
-
--
-
--
-
--
-
--
-
--
-
--
-
--
-
--
-
--
-
--
-
--
Combo ---
BelCHOP(PTCL 1st ---
line) ---
---
--
Livatag®(CHC 2nd ---
line) ---
---
---
---
---
---
---
---
---
-
Validive®(Severe ---
Phase II
oral ---
finalized
mucositis in ---
head and neck ---
cancers) ---
---
--
Research sponsor ---
Solid
NCI ---
tumours
-
& lymphoma
in
patients
with
hepatic
dysfunction
· Livatag® - a nanoparticle formulation of doxorubicin, currently in Phase III
for the treatment of hepatocellular carcinoma (primary liver cancer). The
clinical trial is in progress in 8 European countries (including France) as well
as in the United States and almost 35% of the foreseen patients have been
“randomised” on the date of the Prospectus. The drug has the status of orphan
drug in Europe and in the United States, and the “Fast track” status in the
United States, allowing to optimize discussions and the duration of development
in general.
· Validive® - a mucoadhesive tablet (Lauriad® technology) charged with an
active agent (clonidine) developed to prevent and treat severe oral mucositis in
patients having gone through chemoradiotherapy for head and neck cancer. At end
-October 2014, the Company announced positive preliminary results for the
international phase II trial, comparing the effectiveness and tolerance of
Validive® versus a placebo for preventing severe oral mucositis in patients
affected by an ENT cancer. The committee of experts for the trial confirmed that
these results support the continuation of a development plan for Validive®. On
the basis of the positive phase II results, the company will prepare a phase III
trial in order to evaluate the effectiveness of Validive®. The medicine received
a “Fast Track” designation by the US Food & Drug Administration (“FDA”). In
parallel, the drug obtained a “Orphan Drug” status in Europe, from the European
Medicines Agency. These designations will facilitate discussions and the
duration of development in general. The Company expects to submit this new study
during 2015. The potential sales of the product are evaluated at between EUR 200
-400 million.
· Belinostat (Beleodaq®), a histone deacetylase inhibitor (HDAC) in Phase II
for which several indications were tested. Beleodaq® received from the FDA
conditional marketing approval for the US for Beleodaq® for a first indication
of treatment of peripheral T-cell lymphoma (“PTCL”). Under a partnership
agreement between Topotarget and Spectrum Pharmaceuticals Inc., Beleodaq® has
been marketed in the United States by the latter since the summer of 2014 for
this indication. According to Spectrum Pharmaceuticals, sales of Beleodaq®
during the third quarter of 2014 generated net revenues of US$2 million. The
Company is discussing other relevant indications to be tested with Spectrum.
The Company also successfully led the development of two mucoadhesive tablet,
Loramyc® / Oravig®, of miconazolefor the treatment of oropharyngeal candidiasis,
and Sitavig®, a mucoadhesive tablet of acyclovir for the treatment of recurrent
herpes, through to their approval in Europe and the United States. These
products are covered by licensing agreements with business partners which
generate revenue for the Company through milestone and royalty payments on the
sales, but do not form the object of development and do not represent strategic
assets for the company.
B.4a Significant recent trends Merger with Topotarget -
affecting the issuer and its New corporate nameThe
business lines General Shareholders’
Meeting on June 30,
2014, approved, in
particular, the
principle of a merger by
absorption of Topotarget
and decided to change
the name of the Company,
originally BioAlliance
Pharma, to Onxeo.
Topotarget's
Extraordinary General
Shareholder’s Meeting,
held on June 27, 2014
approved the merger
agreement and determined
that Topotarget should
be dissolved after the
completion of the
merger.The merger was
carried out on July 22,
2014. On the basis of an
exchange ratio of 2 new
Onxeo shares for 27
existing Topotarget
shares, Topotarget was
valued at EUR 83.4
million on June 30,
2014, the date of change
of control.The Company's
shares are listed on
Euronext Paris and,
since August 1, 2014, on
NASDAQ OMX.A description
of the merger is
included in document E
filed with the French
Financial market
authority (Autorité des
marchés financiers – the
“AMF”) on May 26, 2014
under registration
number E. 14
-0034.Activity during
the first half of
2014The first half of
2014 was characterised
by significant
development in the
flagship programs
Livatag® and Validive®,
(respectively continuing
Phase II and III and
obtaining "Fast Track"
status from the FDA for
both drugs.The Company
also received
conditional American
market approval for
Beleodaq® for second
-line treatment of
patients with PTCL.
Because of this and in
accordance with the
license agreement
concluded between
Topotarget and Spectrum
Pharmaceuticals, Inc. to
develop and market the
product in North
America, Beleodaq® is
available to patients
since early August 2014,
and is being marketed in
the United States by
that partner. Around
US$2 million of sales
have been recorded since
its launch during the
third quarter of 2014.In
addition, the Company
signed a partnership
agreement with Innocutis
Holdings, to market
Sitavig® in the United
States. The product's
actual launch in the
territory took place in
August 2014.
Revenue for the third quarter
of 2014On November 6, 2014, the
Company published its
consolidated revenues on
September 30, 2014.Consolidated
revenues for the 3rd quarter of
2014 increased significantly
compared to the same period in
2013:
Consolidated accounts – IFRS Q3 Q3 2013
Standards – in thousands of 2014
Euros
Non-recurrent revenues deriving 19,911 133
from licensing agreements
Recurrent revenues deriving 622 113
from licensing agreements
Other revenues 55 0
Total 20,588 246
- Non-recurrent revenues deriving from licensing agreements grew considerably by
virtue of the recording (i) of the milestone of US$25 million paid by Spectrum
Pharmaceuticals as consideration for the marketing authorisation of Beleodaq®,
and (ii) of the amount of US$1.9 million owed by Innocutis as consideration of
the delivery of the first commercial batch of Sitavig®.
- Recurrent revenues consisted of royalties, and notably those on the sales of
Beleodaq® and of Sitavig® in the US market.
Consequently to the merger and by virtue of the EUR 10 million loan by the
principal shareholder, Financière de la Montagne, implemented in July, the
Company’s cash position was greatly strengthened, reaching EUR 20.7 million on
September 30, 2014.
During the 4th quarter of 2014, this cash position shall be strengthened by the
payment of the milestone of US$25 million by Spectrum Pharmaceuticals (see
below), and by the second instalment of the financing by BPIfrance, dedicated to
the development of Livatag®, within the context of the NICE (Nano Innovation for
Cancer) consortium.
Governance
Once the merger had been realised, Mr. Bo Jesper Hansen and Mr. Per Samuelsson
decided to resign from the Board of Directors on November 7, 2014.
In parallel, the Board of Directors of the Company should evolve in the near
future to reinforce its expertise, notably scientific, with supplementary
capacities, in order to support its ambition of becoming a global leader in the
field of orphan drugs in oncology.
Payment of US$25 million by Spectrum Pharmaceuticals by way of the registration
of Beleodaq®
The Company announced on November 13, 2014 the receipt of a US$25 million
milestone payment, due from Spectrum Pharmaceuticals, as consideration for the
registration of Beleodaq® on July 3, 2014.
B.5 Description As of the Prospectus date, the
of the Groupand the Company is the controlling
issuer's placewithin the parent company of a group with
Group the following structure:
Onxeo S.A.
Laboratoires SpeBio BioAlliance
TopotargetSwitzerland Topotarget Topotarget
BioAlliance (Netherlands Pharma
(Switzerland– UK Germany
Pharma(France – 50%) Switzerland(Switzerland
100%) (United (Germany
– 100%) – 100%)
Kingdom- –100%)
100%)
B.6 Principalshareholders On October 31, 2014 and based on
information brought to the Company's
attention, the shareholding structure
of the Company was as follows:
Shareholders Before
After
dilution
dilution (1)
Number % of Number
% of
of capital of
capital
shares and shares
and
voting
voting
rights (2)
rights (2)
Financière 2,807,570 8.92%
2,807,570 8.20%
de la
Montagne
HealthCap 924,632 2.94%
924,632 2.70%
Funds
Other 27,758,442 88.15%
30,494,964 89.10%
shareholders
Total 31,490,644 100 %
34,227,166 100%
(1) Taking into account the 165,419 warrants, vested or unvested,
issued by the Company's Board on September 21, 2011, September
13, 2012, September 19, 2013 and September 22, 2014, the stock
options, vested or unvested, allocated by the Board on August
25, 2010, December 16, 2010, September 21, 2011, January 26,
2012, September 13, 2012, September 19, 2013 and September 22,
2014 entitling subscription for 1,157,603 shares, the 148,500
free shares allocated by the Company's Board on September 22,
2014, as well as the share issuance rights granted in connection
with the equity line agreement (PACEO) between the Company and
Société Générale on January 25, 2013 giving the right to
subscribe for a maximum amount of 1,265,000 shares.
(2) All shares have the same voting rights.
As of the date of the Prospectus, no shareholder holds a controlling interest
the Company.
To the knowledge of the Company, there is no concerted action among
shareholders.
B.7 Key selected Consolidated Financial
historical InformationConsolidated financial
financial data statementsThe following tables are taken
from the BioAlliance Pharma Group's
audited consolidated balance sheet and
income statement for the fiscal years
ended December 31, 2013, 2012 and 2011,
prepared in accordance with IFRS
(International Financial Reporting
Standards) as adopted by the European
Union (unless otherwise
indicated).Readers should refer to the
notes to the Group's consolidated
financial statements.
[TABLE OMITTED]
Half-year consolidated financial information
The tables below are taken from the Group's consolidated balance sheet and
profit and loss statement, which received a limited review by the Company's
statutory auditors for the six months ending June 30, 2014 and June 30, 2013.
This half-year consolidated financial information was prepared in accordance
with International Financial Reporting Standards Repository (IFRS), as adopted
by the European Union (unless otherwise noted).
For the purposes of the June 30, 2014 half-year financial statements, in
accordance with international accounting standards, BioAlliance is considered to
have taken over Topotarget as of the date of the General Shareholder’s Meeting
that passed on the merger, i.e. June 30, 2014, no suspensive condition, other
than of an administrative nature, applying after that date. The 2014 first half
results are only those BioAlliance Pharma. Topotarget and its subsidiaries are
included in the numbers as of June 30, 2014 and only affect the balance sheet. A
pro forma income statement can be found in Note B8 below.
Readers should refer to the notes to the Group's consolidated financial
statements.
[TABLE OMITTED]
B.8 Key selected pro forma Annual pro forma financial
financial information informationSince the Company has not
yet concluded and published post
-merger annual financial statements,
the pro-forma annual financial
information presented below,
extracted from Document E, is purely
illustrative and reflects the merger
between BioAlliance Pharma and
Topotarget, as if it had taken place
on January 1, 2013. The tables below
do not give an indication of the
results or of the financial situation
of the combined company which would
have been achieved for the period
ended December 31, 2013 if the merger
had taken place on January 1, 2013.
In the same way, they do not give an
indication of future results or of
the financial situation of the
combined entity.
· Unaudited pro forma balance sheet on December 31, 2013
[TABLE OMITTED]
· Unaudited pro forma profit and loss statement on December 31, 2013
[TABLE OMITTED]
Half-year pro forma financial information
This pro forma financial information is presented pursuant to Instruction No.
2005-11 of December 13, 2005, Annex II of the AMF. These pro forma financial
information have been prepared in accordance with Annex II "pro forma financial
information building block" of EC Regulation No. 809/2004 of the European
Commission and pursuant to the recommendations issued by the Committee of
European Securities Regulators in February 2005 on the preparation of pro forma
financial information required by Regulation No. 809/2004 on the prospectus.
The half-yearly pro forma financial information presented reflects BioAlliance
Group's takeover of Topotarget as of June 30, 2014.
The reader's attention is drawn to Note 4.2 to the Group's half-year
consolidated financial statements of June 30, 2014 included in the Annex to the
Reference Document Update.
[TABLE OMITTED]
B.9 Earnings forecast or Not applicable.
estimate
B.10 Reservations on Not applicable.
historical financial
information
B.11 Net working capital The Company certifies that, in its
opinion, the Group’s net
consolidated working capital,
prior to the net proceeds of the
share capital increase described
in this Securities Note, is
sufficient to meet its obligations
during the twelve months following
the authorisation date of this
Prospectus.
C.1 Type, class and Common shares of the same class
identification number of as the Company's existing
the new shares shares, to be issued at the unit
price of EUR 4.50, including the
issue premium. Holders of the
new shares will be entitled to
receive dividends and all other
distributions the Company may
decide as of the date of their
issuance. Once issued, the New
Shares will be traded on the
same listing line as the
existing shares.- ISIN Code:
FR0010095596.- Listing symbol:
ONXEO- ICB sector
classification: 4577 –
Pharmaceuticals- Place of
listing:
· Euronext Paris
· NASDAQ OMX
C.2 Issue currency The new shares shall be
subscribed in Euros.
C.3 Number of shares issued As of the Prospectus date, the
/ Nominal value per Company's capital consisted of
share [31,490,644] fully paid up shares
having a nominal value of EUR 0.25
each.The new issue will consist of
7,872,661 shares with a par value
of EUR 0.25, fully paid upon
subscription, likely to be extended
to 9,053,560 shares in the event of
full exercise of the Extension
Clause (as defined below) and to a
maximum number of 9,246,098 shares
upon exercise of all financial
instruments giving access to the
Company’s share capital before
November 26, 2014 and the full
exercise of the Extension Clause
(the “New Shares”).Depending on the
size of the demand, the Board of
Directors may decide to increase by
15% the amount of initial shares to
be issued, i.e. up to a maximum
amount of 1,180,899 shares, due to
the exercise of the extension
clause (the “Extension Clause”).
The implementation of the Extension
Clause is exclusively intended to
fill reducible orders in excess.
Based on the subscription
commitments (see section E.3), the
Extension Clause will be exercised
for at least 682,894 shares,
increasing the offering size to a
total amount of at least EUR
38,499,997.50 (excluding the
exercise of dilutive instruments
prior to November 26, 2014).
C.4 Rights Under current French law and in accordance
attached to with the Company's by-laws, the main rights
the shares attached to the New Shares are as follows:-
dividend rights;- voting rights;-
preferential subscription rights to subscribe
for shares of the same class;- right to share
in any surplus in the event of liquidation;-
double voting rights allocated to all fully
paid-up shares registered in the name of the
same shareholder for at least two years.
C.5 Restrictions on the Not applicable.
sale of the shares
C.6 Application for It is expected that the New Shares will
admission trade on the Euronext Paris and on
NASDAQ OMX as of December 16, 2014, on
the same line as the existing shares
(ISIN code FR0010095596).
C.7 Dividend policy The Company has not paid any dividends
to its shareholders. The Company does
not foresee any dividend payments in the
upcoming years.
D.1 Principalrisks Before making an investment decision,
specific to the prospective investors are asked to consider
issuer the following risk factors:
and its · liquidity risk and lack of financial
business resources in the medium term, the
sector continuation of research requiring obtaining
new financing on a regular basis;
· risks related to research and
development of drugs;
· risk of serious side effects during a
clinical trial or negative results of a
clinical trial that may affect Company
growth;
· risk of significant delays carrying out
clinical trials that may affect Company
growth;
· risks associated with outsourcing
Company’s R&D and production;
· risks related to pricing policies and
drug reimbursements;
· risk of delays in obtaining pricing and
reimbursement rates or at lower than
expected levels;
· risk of a marketed product being
delisted;
· risks associated with commercial
partnership agreements;
· risks related to the safety of products
sold;
· challenges and constraints related to
the regulatory environment;
· limits to patent protection and other
intellectual property rights;
· risk of patents falling into the public
domain at the end of the license or the
eventual emergence of generic products being
commercialised;
· risks related to the integration of
Topotarget into the Company, the costs
related to this integration and to achieving
synergies within the merged group; and
· risks associated with the need to retain
key executives and personnel after the
merger.
D.3 Principal risks The principal risk factors specific to
specific to the new the Company's New Shares are listed
shares below:
· the market for the preferential
subscription rights may only offer
limited liquidity and may be subject
to high volatility;
· shareholders not exercising their
preferential subscription rights may
see their ownership stake in the
Company’s share capital diluted;
· if the Extension Clause is
exercised, any shareholder who has not
given their financial intermediary a
reducible order could be partially
diluted;
· the market price for the Company's
shares may fluctuate and fall below
the subscription price for shares
issued upon exercise of the
preferential subscription rights;
· the volatility and liquidity of
the Company’s shares may fluctuate
significantly;
· sell orders for the Company's
shares or preferential subscription
rights may occur on the market during
the subscription period in the case of
preferential subscription rights, or
during or after the subscription
period in the case of shares, and may
have a negative impact on the market
price of the shares or of the
preferential subscription rights;
· in the event the market price of
the Company’s shares falls, the value
of the preferential subscription
rights could sustain a loss in value;
· the issue is not part of an
underwriting agreement;
· shareholder rights in a French
company may differ from shareholder
rights of companies in other
countries;
· shareholder rights are governed by
the Company by-laws and French law;
and
· shareholders subscribing to the
New Shares in Danish kroner are
exposed to the risk of appreciation of
the Danish kroner against the euro
during the subscription period.
Section E – Offering
E.1 Total proceeds of the offering and
estimate of the total cost of the · Gross proceeds of
issue the capital increase:
EUR 35,426,974.50,
which may be increased
to EUR 40,741,020 in
case of full exercise
of the Extension
Clause, to a maximum
amount of
approximately EUR
41,607,441 upon
exercise of all
financial instruments
giving access to the
Company’s share
capital and the full
exercise of the
Extension Clause and
approximately EUR
26,570,227.50 in the
event that the issue
is limited to 75% of
the planned capital
increase.
· Estimated costs of
the capital increase
(remuneration of
financial
intermediaries and
legal and
administrative costs,
subscription
commissions,
remuneration due by
way of the currency
hedging contract
concluded with Nordea
Bank Finland Plc):
approximately EUR
2,879,048.98, which
may be increased to
approximately EUR
3,081,514.11 in case
of full exercise of
the Extension Clause
and a maximum amount
of approximately EUR
3,114,524.75 upon full
exercise of all
financial instruments
giving access to the
Company’s share
capital and the full
exercise of the
Extension Clause.
· Estimated net
proceeds of the
capital increase:
approximately EUR
32,547,925.52, which
may be increased to
approximately EUR
37,659,505.89 in case
of full exercise of
the Extension Clause,
to a maximum amount of
approximately EUR
38,492,916.25 upon
exercise of all
financial instruments
giving access to the
Company’s share
capital and the full
exercise of the
Extension Clause and
to approximately EUR
24,028,620.58 in case
the issue is limited
to 75% of the planned
capital increase.
E.2a Purpose of the The proceeds of the offering
offering and use of (excluding offsetting receivables)
proceeds are mainly intended to finance
research and development on key
Company products, as well as its
current requirements and in
particular to:
· support the international
expansion of Livatag's® phase III by
broadening the ReLive study into new
areas to increase the recruitment
rate and optimise the study's
duration,
· prepare Validive's® Phase III
study, which follows Phase II, for
which the first results were obtained
on October 30, 2014,
· pursue Beleodaq's® next
development stage involving:
· a Phase I combination study
with the standard treatment for the
PTCL indication as a first line
treatment, and
· preparing for the start of
Phase III in order to validate the
Marketing Authorisation in the United
States for this indication and to
obtain the same authorisation in
Europe.
E.3 Terms and Number of New Shares to be
conditions of the issued7,872,661 New Shares which may be
offering increased to 9,053,560 shares in the
event of full exercise of the Extension
Clause and a maximum of 9,246,098 shares
upon exercise of all financial
instruments giving access to the
Company’s share capital before November
26, 2014 and the full exercise of the
Extension Clause.Subscription price for
the New SharesThe subscription price is
EUR 4.50 per share, with a EUR 0.25 par
value and EUR 4.25 of share premium, to
be fully paid upon subscription,
representing a face-value discount of
29.02% over the closing price of the
company’s share on November 14, 2014, or
EUR 6.34.For shareholders holding shares
of the Company in Denmark through VP
Securities A/S (central depository of
securities in Denmark) and investors
acquiring subscription rights through
NASDAQ OMX, the subscription price shall
paid up in Danish Kroner (“DKK”), i.e.,
on the basis of an exchange rate of
DKK7.4440 for EUR 1 on November 17, 2014,
DKK33.50.It is specified that the Company
concluded a hedging agreement with Nordea
Bank Finland Plc against any change in
the Euro/DKK exchange rate between
November 17, 2014 and December 16, 2014
(date of settlement-delivery). In this
way, any negative evolution of the DKK
relative to the euro between November 17,
2014 and December 16, 2014 shall form the
object of a currency hedge, in order to
ensure that the gross proceeds of the
offer are equal to the amount mentioned
in E1. It is specified for all purposes
that the Company would not receive any
amount in euro greater than the gross
proceeds amount of the issue in case of
positive evolution of the DKK relative to
the euro over the same
period.Preferential subscription
rightsSubscription of New Shares will be
reserved in priority for:
· holders of existing shares registered
in their securities account at the close
of trading on November 21, 2014; and
· purchasers of preferential
subscription rights.
Holders of preferential subscription
rights will be entitled to subscribe:
· on an irreducible basis at the rate
of 1 New Share for every 4 existing share
held (4 preferential subscription rights
will entitle the holder of such rights to
subscribe for 1 New Share at a price of
EUR 4.50 per share); and
· on a reducible basis the number of
New Shares they wish in addition to those
due to them through the exercise of their
rights on a reducible basis.
Preferential subscription rights will be
listed and traded from November 24, 2014
up until December 3, 2014 (inclusive) on
the Euronext Paris and from November 24,
2014 up until December 1st, 2014
(inclusive) on NASDAQ OMX under ISIN code
FR0012314656, it being specified that the
preferential subscription rights may not
be transferred between (i) Euroclear Bank
SA/NV & Clearstream Banking (Luxembourg
LLC) and (ii) VP Securities A/S during
the subscription period (identical for
both markets, i.e. from November 24, 2014
to December 3, 2014).New Share
subscription on NASDAQ OMXSubscription of
new shares on the basis of subscription
rightsHolders of existing shares admitted
to the operations of VP Securities A/S as
of November 21, 2014 and investors which
acquire preferential subscription rights
on NASDAQ OMX (the “Danish Investors”)
wishing to subscribe for new shares on an
irreducible basis (i.e., through the
exercise of subscription rights), must
pay up the subscription price for the new
shares in DKK in accordance with the
rules and procedures of the Danish
Investor’s own account holding
institution or financial intermediary no
later than on December 3, 2014. Any new
shares subscribed by Danish Investor’s
exercise of subscription rights will be
registered as temporary certificates in
the Danish Investor’s account with VP
Securities in a temporary ISIN
FR0012327773, which will not be admitted
to trading and official listing on NASDAQ
OMX. Such certificates will be converted
into new shares upon completion of the
offering as issuance of the new
shares.Subscription of new shares on the
basis of reducible ordersDanish Investors
having subscribed for new shares on an
irreducible basis (i.e., through the
exercise of subscription rights) may also
request to subscribe for additional new
shares by submitting a reducible order.
Danish Investors wishing to place an
order on a reducible basis must fill a
subscription form, sign it and submit it
to their own custodian bank or financial
intermediary in due time allowing such
custodian bank or financial intermediary
to submit the order to Nordea Bank
Danmark A/S before expiry of the
subscription period December 3, 2014. The
subscription form will be available on
the Company’s website (www.onxeo.com).
The subscription form must be received by
Nordea Bank Danmark A/S, Corporate
Actions no later than at 17.00 on
December 3, 2014 and hence must be
submitted to the investor’s own financial
intermediary well ahead of such date.
Only one subscription form per investor
is allowedTheoretical value of the
preferential subscription rightEUR 0.37
(based on the closing price of the share
on December 14, 2014, of EUR 6.34). The
subscription price of the New Shares
provides a discount of 24.65% from the
theoretical value of the shares ex
-rights.Subscription intentions of the
principal shareholdersFinancière de la
Montagne (which holds 8.92% of the share
capital and voting rights of the Company)
has irrevocably committed to (i) exercise
on an irreducible basis all its 2,807,570
preferential subscription rights for a
total amount, including the issue
premium, of EUR 3,158,514 and (ii) to
place a reducible subscription order for
a total amount, including the issue
premium, of EUR 10,341,486 (see below).
Payment of the subscription price of the
New Shares subscribed on an irreducible
and reducible basis will be made by
offsetting the receivable related to the
advance agreement signed with the Company
on July 18, 2014, pursuant to the
provisions of article 1289 et seq. of the
French civil code (i.e. a principal
amount of EUR 10 million, to which shall
be added a capitalisation premium of 25%,
accrued interest and a commitment fee of
EUR 54,167). In the event that Financière
de la Montagne could not subscribe a
number of New Shares for an amount at
least equivalent to that of its
receivable, this balance of this latter
amount shall thus be reimbursed at latest
on July 31, 2015.Financière de la
Montagne reserves the right to acquire
the preferential subscription rights on
the market and to subscribe to New Shares
on an irreducible basis and/or to
subscribe to New Shares on a reducible
basis for an amount greater than its
subscription commitment.Nyenburgh, (which
holds 0.17% of the share capital and
voting rights of the Company) has
undertaken irrevocably to exercise on an
irreducible basis all of its 55,000
preferential subscription rights and to
submit a reducible subscription order for
a total amount, including the issue
premium, of EUR 5 million.Nyenburgh
reserves the right to acquire the
preferential subscription rights on the
market, it being specified that the
amount of its investment shall not exceed
its subscription commitment, i.e. EUR 5
million.The Company is unaware of the
intentions of the other
shareholders.Capital Ventures
International has irrevocably undertaken
to acquire four shares prior to the
accounting day November 21, 2014, in
order to place an irreducible order and
to place a reducible subscription order
for a total amount, including the issue
premium, of EUR 20 million.
% holding Amount of % of % stake
(capital) the gross following
commitment proceeds the
(in EUR of issue
million) the
(capital)(1)
issue(1)
Financière de 8.92% 13.5 33.14 14.3
%
la Montagne
Nyenburgh 0.17% 5 12.27 2.9
%
Capital - 20 49.09 11
%
Ventures
International
(1) In the event of full exercise of the Extension Clause and in the event that
the subscription commitments of Financière de la Montagne, of Nyenburgh and of
Capital Ventures International were fully exercised (i.e. if no shareholder
other than Financière de la Montagne, Nyenburgh and Capital Ventures
International took part in the operation).
The commitments of Nyenburgh and of Capital Ventures International are
remunerated by a commission equal to 5% of the amount that these investors have
undertaken to subscribe, with the exception of the amount of their irreducible
subscription. This commission shall be due independently of the amount of the
effective subscription of the investors in question (likely to be reduced as a
function of the demand of the holders of the preferential subscription rights).
The subscription commitments described above do not constitute a guarantee of
successful execution pursuant to article L. 225-145 of the French commercial
code. Moreover, it is hereby specified that there is no commitment to retain the
New shares.
The subscription commitments received by the Company thus represent 94.50% of
the total amount of the offer (and 92.53% of the maximum total amount of the
offer in the event of exercise of all of the instruments financial instruments
providing access to the share capital of the Company and full exercise of the
Extension Clause).
Underwriting agreement
The issuance of the New Shares will not be subject to an underwriting agreement.
The issue shall nevertheless form the object of subscription commitments of
94.50% of the gross amount of the operation (and 92.53% of the gross maximum
amount of the operation in the event of exercise of all of the financial
instruments giving access to the share capital of the Company and full exercise
of the Extension Clause).
Countries in which the capital increase will be open to the public
The offer will be open to the public in France and Denmark.
Offer restrictions
The distribution of this Prospectus, the sale of shares and preferential
subscription rights and subscription for the New Shares may be subject to
specific regulations in certain countries, including the United States of
America.
Procedure for exercising preferential subscription rights
To exercise their preferential subscription rights, holders must submit a
request to their authorised financial intermediary at any time between November
24, 2014 and December 3, 2014, and pay the applicable subscription price. Any
preferential subscription rights not exercised by the end of the subscription
period, on December 3, 2014, will automatically become null and void.
Terms of subscription
Shareholders holding registered or bearer shares: subscriptions will be accepted
by the account-holding financial intermediaries until December 3, 2014
inclusive.
Registered shareholders: subscriptions will be accepted by Société Générale
Securities Services (32, rue du Champ-de-Tir, 44312 Nantes) until December 3,
2014 inclusive.
Subscriptions paid will be centralised with Société Générale Securities
Services, who will be responsible for establishing the certificate of deposited
funds acknowledging the completion of the capital increase.
Nordea Bank Danmark A/S is the subscription agent for the rights issue in
Denmark.
Global Coordinators and Joint Bookrunners
Natixis
47 quai d’Austerlitz
75013 Paris - France
Oddo & Cie
12, boulevard de la Madeleine
75009 Paris
France
Indicative
timetable
November AMF approval on the prospectus.Publication of a press
17, 2014 release by the Company describing the main
characteristics of the capital increase and the
availability of the Prospectus.
November Notification of an authorisation certificate by the AMF
18, 2014 to the Financial Supervisory Authority (“FSA”)
(Finanstilsynet).Publication of a notice of issuance by
Euronext and NASDAQ OMX.
November Publication in the French Bulletin of Mandatory Legal
19, 2014 Notices (Bulletin d’annonces légales obligatoires, BALO)
of an information notice relating to (i) the suspension
of the right of exercise of the stock options and
warrants and (ii) the information of the holders of stock
options and warrants of the main terms of the capital
increase.
November Start of the suspension period for the right to transfer
20, 2014 existing shares of the Company between Euronext Paris and
NASDAQ OMX.
November Resumption of the right to transfer existing shares of
24, 2014 the Company between Euronext Paris and NASDAQ
OMX.Commencement of the subscription period - Detachment
and start of trading of preferential subscription rights
on Euronext Paris and NASDAQ OMX.
November Commencement of the suspension period of the right to
26, 2014 exercise stock options and warrants.
December End of trading of the preferential subscription rights on
1, 2014 NASDAQ OMX.
December Closing of the subscription period - End of trading of
3, 2014 the preferential subscription rights on Euronext Paris.
December Exercise of the Extension Clause.A press release by the
12, 2014 Company announcing the subscription results.Publication
by Euronext Paris of the admission notice for the New
Shares, indicating the final amount of the capital
increase as well as the allotment of the reducible
subscriptions.
December Issuance of the New Shares - Settlement and
16, 2014 delivery.Listing of the New Shares for trading on
Euronext Paris and NASDAQ OMX.
December Resumption of the right to exercise stock options and
17, 2014 warrants.Publication in the French BALO of an information
notice relating to the resumption of the right to
exercise stock options and warrants.
E.4 Matters that The Global Coordinators and the Joint
might Bookrunners and/or their affiliates
significantly affect have provided and/or in the future may
the provide the Company or companies within
issue the Group, their shareholders or their
directors and officers various banking,
financial, investment, commercial and
other services, for which they have
received or may receive a fee.
E.5 Individual orentity Person or entity offering to sell
offering the sharesPursuant to Article L. 225-206 of
securities for sale the French commercial code, the Company
/ Lock-up agreements cannot subscribe for its own shares.As
of November 14, 2014, the company holds
21,557 shares. The preferential
subscription rights detached from the
Company's treasury shares will be sold
on the market before the end of the
subscription period, in accordance with
Article L. 225-210 of the French
commercial code.Company lock-up
commitmentThe Company lock-up
commitment to the Global Coordinators
and Joint Bookrunners is from November
17, 2014 and for a period of 90 days
following the settlement-delivery date
of the issue, subject to certain
exceptions.
E.6 Amount andpercentage of IMPACT OF THE ISSUE ON THE
immediatedilution resultingfrom PROPORTIONATE SHARE OF
theoffer SHAREHOLDERS’ EQUITYBy way
of illustration, the impact
of the issue on the portion
per share of consolidated
shareholders’ equity
attributable to the Group
(calculated on the basis of
the consolidated
shareholders’ equity
attributable to the Group
on June 30, 2014 in the
amount of EUR 78,450,848 –
and a number of 31,461,702
shares making up the
Company's share capital
after deducting the
treasury shares) would be
as follows:
Proportionate
share of
equity
capitalon
June 30, 2014
(in Euros per share) Before After
dilution dilution (1)
Prior to the issuance 2.50 2.69
of 7,872,661 New Shares
After the issuance of 2.61 2.75
5,904,495 New Shares(2)
After the issuance of 2.83 2.96
7,872,661 New
Shares (3)
After the issuance of 2.87 3.20
9,053,560 New
Shares (4)
(1) Taking into account the 165,419 warrants, vested or unvested,
issued by the Company's Board on September 21, 2011, September
13, 2012, September 19, 2013 and September 22, 2014, the stock
options, vested or unvested, allocated by the Board on August
25, 2010, December 16, 2010, September 21, 2011, January 26,
2012, September 13, 2012, September 19, 2013 and September 22,
2014 entitling subscription for 1,157,603 shares and the 148,500
free shares allocated by the Company's Board on September 22,
2014, as well as the share issuance rights granted in connection
with the equity line agreement (PACEO) between the Company and
Société Générale on January 25, 2013 giving the right to
subscribe for a maximum amount of 1,265,000 shares on the basis
of a theoretical exercise price of EUR 6.02.
(2) Capital increase of at least 75% of the initial number of shares
to be issued.
(3) Capital increase of at least 100% of the initial number of
shares to be issued.
(4) Capital increase of 115% of the initial number of shares to be
issued (full exercise of the Extension Clause).
DILUTIVE IMPACT OF THE ISSUE ON THE SHAREHOLDER
By way of illustration, the impact of the issue on a shareholder owning 1% of
the Company's share capital prior to the issue and not subscribing to the issue
(calculated on the basis of 31.490.644 shares making up the Company's share
capital at 31 October 2014) would be as follows:
Shareholder's holdings in %
(in Euros per share) Before dilution After dilution (1)
Prior to the issuance 1.00 0.95
of 7,872,661 New Shares
After the issuance of 0.84 0.78
5,904,495 New Shares(2)
After the issuance of 0.80 0.75
7,872,661 New
Shares (3)
After the issuance of 0.78 0.73
9,053,560 New
Shares (4)
(1) Taking into account the 165,419 warrants, vested or unvested,
issued by the Company's Board on September 21, 2011, September 13,
2012, September 19, 2013 and September 22, 2014, the stock options,
vested or unvested, allocated by the Board on August 25, 2010,
December 16, 2010, September 21, 2011, January 26, 2012, September
13, 2012, September 19, 2013 and September 22, 2014 entitling
subscription for 1,157,603 shares and the 148,500 free shares
allocated by the Company's Board on September 22, 2014, as well as
the share issuance rights granted in connection with the equity
line agreement (PACEO) between the Company and Société Générale on
January 25, 2013 giving the right to subscribe for a maximum of
1,265,000 shares.
(2) Capital increase of at least 75% of the initial number of shares to
be issued.
(3) Capital increase of at least 100% of the initial number of shares
to be issued.
(4) Capital increase of 115% of the initial number of shares to be
issued (full exercise of the Extension Clause).
DILUTIVE IMPACT OF THE ISSUE ON THE SHAREHOLDER
By way of illustration, the impact of the issue on a shareholder owning 1% of
the Company's share capital prior to the issue and not subscribing to the issue
(calculated on the basis of 31.490.644 shares making up the Company's share
capital at 31 October 2014) would be as follows:
Shareholder's holdings in %
(in Euros per share) Before dilution After dilution (1)
Prior to the issuance 1.00 0.95
of 7,872,661 New Shares
After the issuance of 0.84 0.78
5,904,495 New Shares(2)
After the issuance of 0.80 0.75
7,872,661 New
Shares (3)
After the issuance of 0.78 0.73
9,053,560 New
Shares (4)
(1) Taking into account the 165,419 warrants, vested or unvested, issued
by the Company's Board on September 21, 2011, September 13, 2012,
September 19, 2013 and September 22, 2014, the stock options, vested
or unvested, allocated by the Board on August 25, 2010, December 16,
2010, September 21, 2011, January 26, 2012, September 13, 2012,
September 19, 2013 and September 22, 2014 entitling subscription for
1,157,603 shares and the 148,500 free shares allocated by the
Company's Board on September 22, 2014, as well as the share issuance
rights granted in connection with the equity line agreement (PACEO)
between the Company and Société Générale on January 25, 2013 giving
the right to subscribe for a maximum of 1,265,000 shares.
(2) Capital increase of at least 75% of the initial number of shares to
be issued.
(3) Capital increase of at least 100% of the initial number of shares to
be issued.
(4) Capital increase of 115% of the initial number of shares to be
issued (full exercise of the Extension Clause).
E.7 Expensescharged to Not Applicable.
the investorby the Issuer
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND
JAPAN
NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA OR JAPAN
Source: Onxeo S.A.
Onxeo S.A.
Judith Greciet
CEO
j.greciet@onxeo.com
or
Alize RP
Caroline Carmagnol / Sophie Colin
+33 6 64 18 99 59 / +33 6 31 13 76 20
caroline@alizerp.com / scolin@alizerp.com
or
Nicolas Fellmann, +33 1 45 58 76 00
CFO
n.fellmann@onxeo.com
ONXEO Launches a Rights Issue with Shareholder Preferential Subscription Rights, for a Maximum Amount of up to €41.6 Million...
| Source: Onxeo SA
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