AB SCIENCE ANNOUNCES THE SUCCESS OF A PRIVATE PLACEMENT
- EUR 10.0 million raised through a private placement of 2,463,054 new ordinary shares at a price of EUR 4.06 (with subscription warrants attached, giving the right to purchase an additional of up to 1,231,527 shares at an exercise price of EUR 5.50) by way of an accelerated book-building
- Securities subscribed by American and European qualified investors.
Paris, France – August 19, 2019
AB Science S.A. (the « Company » or « AB Science »), NYSE Euronext – FR0010557264 - AB), announces today a private placement of new shares with subscription warrants attached (the “Securities”) that result in gross proceeds for the Company of approximately EUR 10.0 million by accelerated book-building procedure completed on August 16, 2019 after the market closed.
The Securities were subscribed historical shareholders, high net worth individuals, and a U.S. fund.
H.C. Wainwright & Co. is acting as exclusive placement agent for the offering in the United States.
Each Security is composed of one ordinary share and one warrant to purchase one-half of ordinary shares. The warrants are exercisable for an aggregate of up to 1,231,527 additional shares and will be immediately detached from the shares.
Terms of the private placement
The Company placed a total of 2,463,054 Securities by means of a capital increase without shareholders’ preemptive rights, which represents approximately 5.9% of the outstanding shares prior to the private placement and a dilution of approximately 5.6% for existing shareholders.
Following an accelerated book-building process, the price of the placement was set at EUR 4.06 per share, equal to the volume weighted average price of the last three trading days preceding the pricing date. The net proceeds to the Company are estimated to be approximately EUR 9.8 million.
Two warrants will give the right to subscribe to one additional ordinary share of the Company at an exercise price of EUR 5.50, that is a potential additional dilution of 2.7% for existing shareholders.
The warrants shall be exercisable within five years from their issuance and not freely transferable. They will not be listed on Euronext Paris. If all the warrants are exercised, the Company would receive an additional EUR 6.7 million of proceeds.
In the context of this private placement, 64% of the investors have agreed to enter into a 10-year voting agreement with Alain Moussy, acting as reference shareholder.
Use of proceeds
AB Science intends to primarily use the net proceeds from the placement to fund the Company's general needs and finance its clinical development program.
Settlement and listing of the new shares
The settlement of the Securities is expected to take place at the latest on August 23, 2019. The settlement is subject to customary closing conditions. The new ordinary shares are expected to be admitted to trade on the regulated market of Euronext Paris under the existing ISIN securities identification code for AB Science's ordinary shares at the latest on August 26, 2019. The new ordinary shares, with a par value of EUR 0.01, will be fungible in all respects with AB Science existing ordinary shares. The private placement is not the subject of a prospectus to be approved by the French market regulator (AMF) or any other regulatory authority.
The private placement was conducted in accordance with Article L. 411‐2 II of the French Monetary and Financial Code pursuant to the 17th and 18th resolutions of the combined shareholders meeting held on June 28, 2019.
Public Information
Additional information on AB Science, including its business, financials, perspectives and risk factors on its business, activities, and securities can be found in the Company’s annual report and half-year report available together with other regulated information about the Company, at the Company’s website at (www.ab-science.com).
About AB Science
Founded in 2001, AB Science is a pharmaceutical company specializing in the research, development and commercialization of protein kinase inhibitors (PKIs), a class of targeted proteins whose action are key in signaling pathways within cells. Our programs target only diseases with high unmet medical needs, often lethal with short term survival or rare or refractory to previous line of treatment. AB Science has developed a proprietary portfolio of molecules and the Company’s lead compound, masitinib, has already been registered for veterinary medicine and is developed in human medicine in oncology, neurological diseases, and inflammatory diseases. The company is headquartered in Paris, France, and listed on Euronext Paris (ticker: AB).
This press release contains information related to the markets where AB Science operates and forward-looking statements. Even though the Company believes that this information and forward-looking statements are based on current plans and forecasts of AB Science, such forward-looking statements are, by their nature, subject to a number of important risks and uncertainties that could cause actual results to differ materially from the plans, objectives and expectations expressed or implied in such forward-looking statements. A full description of the risks and uncertainties that could affect its results, financials, performance or achievements and thus lead to a change from the forward-looking statements, securities can be found in the Company’s annual report and half-year report available at the Company’s website (www.ab-science.com).
Disclaimer
In France, the offer of AB Science shares described above will take place solely as a private placement, in accordance with Article L. 411-2 of the of the French Monetary and Financial Code and applicable regulations. The offering does not constitute a public offering in France, as defined in Article L. 411-1 of the French Monetary and Financial Code.
This press release and the information it contains does not, and will not, constitute a public offering to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, shares of AB Science in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended and applicable State securities laws. AB Science does not intend to register securities or conduct a public offering in the United States.
This 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.
For additional information on AB Science, please contact:
| AB SCIENCE |
Financial communication and public relations
investors@ab-science.com
Attachment
