PharmiWeb.com - Global Pharma News & Resources
10-Apr-2019

NANOBIOTIX RAISES APPROXIMATELY EUR 29.5 MILLION IN PLACEMENT OF ORDINARY NEW SHARES

Funds raised through an accelerated bookbuild offering announced on April 8, 2019

  • Placement follows announcement of the first European market approval for its lead product Hensify®
  • Reinforces its shareholder structure with existing and new investors from the United States and Europe
  • Enables Nanobiotix to accelerate development and extend cash visibility to prepare next steps
  • Placement was oversubscribed during accelerated bookbuilding process

Paris, France, April 9, 2019 – NANOBIOTIX (the “Company”) (Euronext: NANO – ISIN: FR0011341205), a clinical-stage nanomedicine company pioneering new approaches to the treatment of cancer, announces today that, in connection with its previously announced capital increase, it has placed 2,566,666 new ordinary shares, par value EUR 0.03 each (the “New Shares”), with institutional investors in the United States and investors in France and other countries outside of the United States through an accelerated bookbuild, offering reserved to a specific class of investors (the “Offering”). Total gross proceeds from the Offering are expected to be approximately EUR 29.5m, before deducting fees and expenses.

Terms of the Offering
The New Shares have been placed with investment funds and companies that invest on a regular basis, or that have invested more than €5 million over the 36 month-period preceding the Offering, in “small cap” or “mid cap” emerging growth companies in the healthcare or biotechnology industry (“Eligible Investors”). The New Shares will be issued pursuant to the decision of the Company’s executive board dated April 9, 2019, following the approval of the Company’s supervisory board on March 27, 2019, in accordance with the 30th resolution of the combined ordinary and extraordinary general meeting of the shareholders of the Company held on May 23, 2018 (the “General Meeting”) and in accordance with Article L. 225-138 of the French Commercial Code (code de commerce). The Offering is expected to close on or about April 11, 2019.

The issue price of the New Shares is EUR 11.50 per share, including share premium, representing a 15.1% discount to the average of the volume weighted-average price of the Company’s shares over the three trading days immediately preceding today (April 4, 2019 – April 8, 2019 inclusive), which was EUR 13.55, consistent to Resolution 30 of the General Meeting.

Jefferies International Limited (“Jefferies”) acted as Sole Bookrunner in the Offering.

Use of proceeds
The Company intends to use the net proceeds of the Offering to accelerate its development, with a main focus on preparing for the launch of its Phase II/III clinical trial in Head and Neck cancers in the United States. Taking into account the net proceeds of the Offering, the Company’s cash visibility now extends through the end of 2020, allowing the Company to prepare for and launch this clinical trial in the United States in this anticipated timeframe.

The Company’s shareholding structure after the New Shares issue
Following the issuance of the New Shares, the Company's total share capital will be EUR 666,001.17, equal to 22,200,039 shares, with a par value of EUR 0.03, representing 113.07% of the total current share capital of the Company.

On an illustrative basis, a shareholder holding 1% of the Company’s share capital before the Offering and who did not participate in the Offering will now hold 0.88% of the Company’s shares after the Offering.

Shareholders

Number of shares before the Offering(1)

% of the share capital before the Offering

Number of shares after the Offering(1)

% of share capital after Offering

Subscription
(in €)

 

 

Institutional Investors

7,912,936

40.30%

10,479,602 

47.21%

  29,516,659 

 

Retail

  10,019,172 

51.03%

  10,019,172 

45.13%

 

 

Employees and Management

  857,266 

4.37%

  857,266 

3.86%

 

 

Family Offices and Other

830,855 

4.23%

830,855 

3.74%

 

 

Liquidity Contract

  13,144 

0.07%

  13,144 

0.06%

 

 

Total

  19,633,373 

100%

  22,200,039 

100%

  29,516,659 

 

(1)  To the Company’s knowledge

Admission to listing of the New Shares
The New Shares will be admitted to trading on the regulated market of Euronext Paris upon their settlement and delivery, which is expected to occur on or about April 11, 2019. They will be listed under the same code as the Company’s existing ordinary shares (ISIN FR0011341205), carry dividend rights as from their issue date and be immediately fungible in all respects with the Company’s existing shares.

The Offering was not subject to a prospectus to be approved by the French financial markets authority (Autorité des marchés financiers - the “AMF”).

Standstill and lock-up provisions
In connection with the Offering, the Company has entered into a lock-up agreement, which restricts the issuance of additional ordinary shares ending  90 days after settlement and delivery of the New Shares, subject to customary exceptions as well as the ability to request a waiver from the Sole Bookrunner (including to permit a potential U.S. initial public offering, which the Company does not expect to occur within 30 days post admission of the New Shares). The Company’s management board members and supervisory board members are also subject to a lock-up until June 30, 2019, subject to customary exceptions and the ability to request a waiver from the Sole Bookrunner.

Risk factors
The Company draws the public’s attention to the risk factors related to the Company and its activities presented in section 1.5 of the reference document (document de référence) filed with the AMF under number D.17-0470 on April 28, 2017 as well as in its 2017 annual financial report published on March 29, 2018, both of which are available free of charge on the website of the Company (www.nanobiotix.com).

Editor Details

Last Updated: 10-Apr-2019