EANS-Adhoc: Valneva announces launch of a fully underwritten EUR 40 million
capital increase with preferential subscription rights
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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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Financing, Stock Offerings (IPO)/Company Information
13.06.2013
- Subscription ratio: 5 new ordinary shares for 13 existing ordinary shares
- Subscription price: EUR 2.65 per new ordinary share
- Subscription period: from June 17th, 2013 to June 26th, 2013 inclusive
- Subscription commitments for an aggregate amount of approx. EUR 30 million,
representing approx. 75% of the total proposed capital increase, from France's
Strategic Investment Fund ("FSI"), Groupe Grimaud and Unigrains
- Bank underwriting covering the remaining number of new shares which have not
been subject to subscription commitments
Lyon (France), June 13th, 2013 - As communicated in the context of the merger
between Vivalis and Intercell - effective since May 28th, 2013 - to form VALNEVA
S.E. ("Valneva" or the "Company"), the new combined group today announces the
terms and conditions of its capital increase with preferential subscription
rights to existing shareholders for a gross amount of approximately EUR 40.2
million.
The proceeds from the capital increase will be used primarily to strengthen the
Company's financial profile as well as to implement its strategy as Valneva
strives to become a European leader in antibody discovery and vaccines
development and commercialization. The Company intends to use the net proceeds
of the capital increase in the following manner:
- To continue supporting the growth, commercialization development and
life-cycle management of its Japanese encephalitis vaccine, IXIARO®/JESPECT®;
- To develop a second commercial vaccine, which could be either an internal or
an in-licensed program and to progress its partnered vaccine development
portfolio;
- To discover novel antibody candidates with the purpose to out-license them for
clinical development;
- To invest in vaccine research in order to build a vaccine development
portfolio; and
- To reinforce the company's financial flexibility in order to become a
sustainable, independent, growing business and for general corporate purposes
within the biotechnology sector;
A maximum amount of EUR 10 million from the net proceeds of the capital increase
will temporarily be used to fund the repayment of a royalty-related secured loan
if a replacement loan is put in place by the end of the year. The Company is
currently in negotiation with several investors in order to put in place a EUR20
million loan contract by year-end, with the objective to obtain more favourable
conditions than the existing loan.
Thomas Lingelbach, President and Chief Executive Officer and Franck Grimaud,
President and Chief Business Officer of Valneva, commented:
«Thanks to the capital increase and with the long term support from of the FSI,
Valneva will be able to fully implement its strategy striving to create a
leading, financially self-sustainable European biotech company specialized in
vaccines development and antibody discovery».
Subscription commitments and underwriting of the offering
Firm commitments have already been received from investors, some of whom are
shareholders of the company, for an aggregate amount of approximately EUR30
million, representing 74.6% of the gross amount of the proposed capital
increase.
Entry of France's Strategic Investment Fund
The FSI has decided to support Valneva's development by participating in this
capital increase with the intention to become a long-term shareholder of the
Group.
The FSI has undertaken pursuant to an agreement entered into with the Company
(at that time Vivalis and Intercell AG), dated December 16th, 2012, to subscribe
for a maximum amount of EUR 25 million within the limit of 62.5% of the gross
proceeds of the issue.
At the date of the Securities Note, the FSI does not hold any shares in the
Company. Consequently, the FSI will acquire 10,885,254 preferential subscription
rights held by Groupe Grimaud la Corbière ("Groupe Grimaud") and 660,992
preferential subscription rights held by the four members of the future
Management Board of the Company (Franck Grimaud, Majid Mehtali, Thomas
Lingelbach and Reinhard Kandera).
The FSI has thus irrevocably undertaken to:
- subscribe on an irreducible basis ("à titre irréductible") - through the
exercise of the preferential subscription rights acquired - for 4,440,863 new
ordinary shares, representing EUR 11,768,286.95; and
- place an order on a reducible basis ("à titre réductible") for an amount of
EUR 13,231,713.05, which would allow it to subscribe for an additional maximum
of 4,993,099 new ordinary shares.
Commitments from Groupe Grimaud and Unigrains
In addition to the subscription commitment by the FSI, Groupe Grimaud and
Unigrains (one of Groupe Grimaud's long-term shareholders) have irrevocably
undertaken to participate in the rights issue for an aggregate amount of EUR 5
million, allowing them to subscribe for a maximum of 2,250,265 new ordinary
shares.
- Groupe Grimaud has irrevocably undertaken to place an order for an amount of
approximately EUR 2 million, it being specified that Grimaud Group shall strive
to maximise the proportion of orders passed on the basis of irrevocable
entitlement during the subscription period in order to reinvest all of the
proceeds of the sale of preferential rights to the FSI;
- Unigrains has irrevocably undertaken to place an order on a reducible basis
("à titre réductible") for an amount of approximately EUR 3 million, which would
allow it to subscribe for a maximum of 1,132,075 new ordinary shares.
Furthermore, within the framework of FSI's investment in the Company's capital,
the FSI, Groupe Grimaud and each of the four Management Board members have
undertaken to enter into a non-concerting shareholders agreement as at the date
of the settlement-delivery of the capital increase (the "Shareholders
Agreement"). As part of this Shareholders Agreement, the FSI shall be subject to
a two-year lock-up commitment and shall be represented to Valneva's supervisory
board (with one member), and Groupe Grimaud shall be subject to a four-year
lock-up commitment.
Bank underwriting
The issuance of the new shares shall be subject of an underwriting agreement
dated June 12th, 2013 between the Company, Crédit Agricole Corporate and
Investment Bank and Société Générale Corporate & Investment Banking (together
the "Underwriters") covering 3,844,458 new ordinary shares that are not subject
to irrevocable subscription's commitments (i.e. 25.4% of the total proposed
capital increase).
Main terms of the rights issue
The share capital increase will be carried out with preferential subscription
rights by the issuance of 15,165,215 new ordinary shares at a price of EUR2.65
per new ordinary share (comprised of the EUR 0.15 nominal value and issue
premium of EUR 2.50), representing a gross amount of EUR 40,187,819.75
(including issue premium).
On the basis of Valneva's share capital at the date of this press release, i.e.
EUR 6,092,801.94 divided into 39,429,565 ordinary shares with a par value of EUR
0.15 each, and 17,836,719 preferred shares with a par value of EUR 0.01 each,
the new ordinary shares that would be issued as a result of the capital increase
would represent 38.5% of Valneva's share capital at this date (on a non-diluted
basis and not including preferred shares).
Each Valneva shareholder will receive one preferential subscription right for
each share registered for accounting purposes in their securities accounts as of
the close of trading on June 14th, 2013. 13 preferential subscription rights
will entitle the holder to subscribe on an irreducible basis ("à titre
irréductible") to 5 new ordinary shares.
Based on the closing price of Valneva's shares on June 11th, 2013 (i.e.
EUR4.61), the theoretical value of each preferential subscription right is
EUR0.54.
The subscription price represents a 42.5% discount to the closing price of
Valneva's shares on June 11, 2013 and a 34.8% discount to the theoretical
ex-right price.
The Company entered into a 180-day lock-up commitment vis-à-vis the
Underwriters, subject to usual exceptions.
The FSI, Groupe Grimaud and Unigrains entered into a 180-day lock-up commitment
vis-à-vis the Underwriters, subject to usual exceptions.
Additional subscriptions on a reducible basis ("à titre réductible") are
allowed.
The offer will be open to the public only in France and in Austria.
Crédit Agricole Corporate and Investment Bank and Société Générale Corporate &
Investment Banking are acting as Joint Lead Managers and Joint Bookrunners of
the offering.
Indicative timetable of the rights issue
The subscription period for the new shares will run from June 17th, 2013 to the
close of trading on June 26th, 2013. During this period, the preferential
subscription rights will be listed and traded on the regulated market of NYSE
Euronext in Paris ("Euronext Paris") as well as on the regulated market of the
Vienna Stock Exchange ("Vienna Stock Exchange" or "VSE") under code ISIN
FR0010916932.
Any preferential subscription rights not exercised before the end of the
subscription period, i.e. the close of business on June 26th, 2013, will be
void.
The settlement-delivery and the listing of the new ordinary shares are expected
to occur on July 5th, 2013.
The new ordinary shares will carry full rights ("jouissance courante"). They
will be immediately fungible with the Company's existing ordinary shares and
will be traded on the same listing line under the same ISIN code FR0004056851.
Information available to the public
The prospectus, approved by the Autorité des marchés financiers ("AMF") under
number 13-275 dated June 12th, 2012 consists of the registration document
("document de référence") (the "Registration Document") of Vivalis filed with
the AMF on April 30th, 2013 under number D.13-0479, the Document E relative to
the merger between Vivalis and Intercell registered under reference number
E13-003 on January 23rd, 2013, a securities note (the "Securities Note") and a
summary of the prospectus (included in the Securities Note).
Copies of the prospectus filed with the AMF may be obtained free of charge from
VALNEVA SE's administrative office (70, Rue Saint-Jean de Dieu, 69007 Lyon) and
are also available on Valneva's website (www.valneva.com) as well as on the
AMF's website (www.amf-france.org).
Valneva draws investors' attention to the risk factors described in the
Registration Document, the Document E, as well as in section 2 of the Securities
Note.
Further inquiry note:
Valneva SE
Corporate Communications
Tel.: +43-1-20620-1222/-1116
Email: communications@valneva.com
end of announcement euro adhoc
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issuer: Valneva SE
Gerland Plaza Techsud, 70, rue Saint Jean de Dieu
F-69007 Lyon
phone: +33 4 78 76 61 01
mail: communications@valneva.com
WWW: www.valneva.com
sector: Biotechnology
ISIN: FR0004056851
indexes: ATX Prime
stockmarkets: regulated dealing: Euronext Paris, regulated dealing/prime
standard: Wien
language: English