Offer widely oversubscribed: 2.5 times the total amount of the capital increase
Strong support from French and international leading shareholders and investors
Regulatory News:
MedinCell (Paris:MEDCL) (FR0004065605 MEDCL), a clinical stage pharmaceutical company developing a portfolio of long-acting injectable products in various therapeutic areas (the "Company"), is today announcing the successful completion of its €29.8 million capital increase via a placement with French and international qualified investors through an accelerated bookbuilding process (the "Offering
Bryan, Garnier Co. Limited1 and ODDO BHF SCA are acting as Joint Global Coordinators and Joint Bookrunners.
Buoyed by very strong interest during the book building process, the capital increase was priced at a modest discount of 8% to the closing price of the Company's shares on the Euronext Paris regulated market on February 10, 2021 and accounted for 10,9% of the Company's share capital through the issuance of 2.414.255 new shares.
"We are sincerely grateful to all the investors who have again placed their trust in us and to those who have just joined us. We have completed with great success a capital increase on what we regard as highly favorable terms, with a small discount respecting the interests of all our shareholders", stated Christophe Douat, CEO of MedinCell."We are excited about continuing to expand and ramp up our portfolio and further developing our people-centric pharma model that aims at having a real impact on patient health around the world.
"These new resources will boost our solid cash position, which amounted to €27.5 million at September 30, 2020, and provide a major opportunity to step up the pace of our development ventures," added Jaime Arango, Chief Financial Officer of MedinCell."They will cover the Company's funding requirements out to mid-2023.
Summary of the rationale behind the Offering
The proceeds from the issue are intended to provide the Company with additional resources for the purposes of:
- funding formulation and R&D activities along with pre-clinical and clinical trials for several of the Company's programs in various therapeutic areas such as organ transplantation, pain management, prevention (prophylaxis) of Covid-19 and its variants, and animal health;
- accelerating development of its technological platform for other applications; and
- covering the Company's general corporate purposes.
Principal terms and conditions of the Offering
The gross proceeds of the Offering totaled 29.8 million.
MedinCell issued a total of 2,414,255 new ordinary shares, each with a par value of €0.01, to qualified investors pursuant to article L. 411-2(1) of the French Monetary and Financial Code in accordance with the 22nd resolution voted by its Combined Shareholders' Meeting on September 10, 2020. The order book was higly covered (2.5x) as a result of strong demand from institutional investors, french and International, who were already shareholders (notably Crédit Mutuel Innovation) or not.
The new shares accounting for around 10.9% of the Company's share capital on an undiluted basis prior to the Offering were issued by order of the Company's Management Board pursuant to and within the limits of (i) the authorization of the Company's Supervisory Board granted to the Management Board in the context of the Offer and (ii) the delegation of authority granted by the Company's shareholders' meeting to the Management Board at the date of this press release.
The issue price of the new shares was set at €12.33 per share, representing a discount of 8.0% to the closing price (€13.40) of MedinCell shares on February 10, 2021.
For illustrative purposes, a shareholder holding 1% of MedinCell's share capital prior to the launch of the Offering would now own 0.902% interest.
To the best of the Company's knowledge, the Company's ownership structure before and after completion of the Offering is as follows:
MedinCell's ownership structure on an undiluted basis | Pre-Offering | Post-Offering | ||||||
Number of
| share
| Voting rights | voting
| Number of
| share
| Voting rights | voting
| |
Nguyen family | 4,044,524 | 18% | 8,089,048 | 22% | 4,044,524 | 16% | 8,089,048 | 21% |
Total Management Board Supervisory Board F. Sturtz | 1,934,655 | 9% | 3,869,156 | 11% | 1,934,655 | 8% | 3,869,156 | 10% |
Employees | 950,154 | 4% | 1,867,367 | 5% | 950,154 | 4% | 1 867 367 | 5% |
Crédit Mutuel Innovation | 1,469,452 | 7% | 2,364,020 | 7% | 1,526,224 | 6% | 2,420,792 | 6% |
BNP Paribas Développement | 1,066,358 | 5% | 2,003,684 | 6% | 1,090,688 | 4% | 2,028,014 | 5% |
Funds managed by Seventure Partners | 1,106,989 | 5% | 1,106,989 | 3% | 1,106,989 | 4% | 1,106,989 | 3% |
Former employees, consultants and affiliates | 5,381,712 | 24% | 10,700,961 | 30% | 5,381,712 | 22% | 10,700,961 | 28% |
Other registered shareholders | 80,878 | 0.4% | 80,878 | 0% | 80,878 | 0% | 80,878 | 0% |
Treasury shares | 10,555 | 0.1% | 0% | 10,555 | 0% | 0% | ||
Total Free float including: | 6,142,936 | 28% | 6,142,936 | 17% | 8,476,089 | 34% | 8,476,089 | 22% |
Mirova | 2,074,432 | 9% | 2,074,432 | 6% | 2,074,432 | 8% | 2,074,432 | 5% |
TOTAL | 22,188,213 | 100% | 36,225,039 | 100% | 24,602,468 | 100% | 38,639,294 | 100% |
Admission to trading of the new shares
The new shares will rank for dividends immediately and will be admitted to trading on the Euronext Paris regulated market under the same ISIN code FR0004065605 MEDCL. Settlement-delivery of the new shares and their admission to trading on the Euronext Paris regulated market are scheduled for February 15, 2021.
Standstill commitment
MedinCell has entered into a 90-day standstill commitment from the settlement-delivery date of the Offering, subject to the customary exceptions, restricting its ability to issue any new shares during said period.
MedinCell has today notified shareholders party to the shareholder agreement of July 13, 2018 (the "Agreement"), who currently hold 55% of the Company's share capital, that the co-ordinated disposal procedure provided for by the Agreement has been suspended for a maximum period of 30 days.
Underwriting of the Offering
The Offering has not been underwritten. That said, the Offering is covered by a placement agreement between the Company, Bryan, Garnier Co. Limited2 and ODDO BHF SCA acting as Joint Global Coordinators and Joint Bookrunners.
The placement agreement may be terminated by the Joint Global Coordinators and Joint Bookrunners at any time up to (and including) the settlement-delivery date of the Offering, scheduled to be February 15, 2021, subject to the customary terms and conditions for this type of agreement.
Should the placement agreement be terminated in accordance with its terms, all investor orders placed as part of the Offering would be null and void.
Prospectus
In accordance with article L. 411-2(1) of the French Monetary and Financial Code, no prospectus requiring the AMF's approval will be issued concerning the Offering.
About MedinCell
MedinCell is a clinical stage pharmaceutical company that develops a portfolio of long-acting injectable products in various therapeutic areas by combining its proprietary BEPO technology with active ingredients already known and marketed. Through the controlled and extended release of the active pharmaceutical ingredient, MedinCell makes medical treatments more efficient, particularly thanks to improved compliance, i.e. compliance with medical prescriptions, and to a significant reduction in the quantity of medication required as part of a one-off or chronic treatment. The BEPO technology makes it possible to control and guarantee the regular delivery of a drug at the optimal therapeutic dose for several days, weeks or months starting from the subcutaneous or local injection of a simple deposit of a few millimeters, fully bioresorbable. Based in Montpellier, MedinCell currently employs more than 130 people representing over 25 different nationalities.
Disclaimer
This press release contains forward-looking statements that relate to the Company's objectives. While the Company considers such forward-looking statements to be reasonable, such forward-looking statements are based solely on the current expectations and assumptions of the Company's management and involve risk and uncertainties, which may result in different outcomes than those contained in the forward-looking statements.
This press release and the information contained herein are only for information purposes and do not constitute an offer to sell or subscribe to, or a solicitation of an offer to buy or subscribe to, shares in the Company in any country, including France.
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, and as the case may be, to abide by such restrictions. This press release does not, and will not, constitute an offer nor an invitation to solicit the interest of public in France.
This announcement is an advertisement and not a prospectus within the meaning of regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation
In France, the offering of the Company's securities as described above will be carried exclusively through an offer to the benefit of qualified investors, as defined in Article 2(1)(e) of the Prospectus Regulation and in accordance with article L. 411-2 (1) of the French Monetary and Financial code (code monétaire et financier) and applicable regulatory provisions. No prospectus will require to be approved or subject to approval from the AMF (Autorité des Marchés Financiers).
With respect to Member States of the European Economic Area other than France (the "Member States"), 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. Therefore, such securities may not be and shall not be offered in any Member State (other than France) other than in accordance with the exemptions of Article 1(4) of the Prospectus Regulation or, otherwise, in cases not requiring the publication by MedinCell of a prospectus under Article 3 of the Prospectus Regulation and/or the applicable regulations in such Member State.
In the United Kingdom, this press release has been prepared on the basis that any offering of the Company's securities in the United Kingdom will benefit from an exemption under Regulation (EU) 2017/1129, which is part of UK law under the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), regarding the obligation to publish a prospectus for offerings of the Company's securities. This press release is not a prospectus within the meaning of the UK Prospectus Regulation.
This press release and the information it contains are being distributed to and are only intended for persons who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) 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 (iii) other persons to whom an invitation or inducement to participate 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) and (iii) together being referred to as "Relevant Persons
This press release is only being distributed to Relevant Persons and any person who is not a Relevant Person should not act or rely on this press release or any of its contents. Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be engaged with Relevant Persons.
This press release and the information it contains are not intended to be distributed, directly or indirectly, in the United States of America and 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 MedinCell in the United States of America. Securities may not be offered or sold in the United States of America absent from 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 MedinCell have not been and will not be registered within the U.S. Securities Act. MedinCell does not intend to register securities or conduct a public offering in the United States of America.
This press release may not be published, forwarded or distributed, directly or indirectly, in the United States of America, Canada, Japan or Australia. The information contained in this document does not constitute an offer of securities for sale in the United States of America, Canada, Japan or Australia.
1 Acting via Bryan Garnier Securities SAS.
2 Acting via Bryan Garnier Securities SAS.
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Contacts:
MedinCell
David Heuzé
Communication leader
david.heuze@medincell.com
+33 (0)6 83 25 21 86
NewCap
Mathilde Bohin Louis-Victor Delouvrier
Investor relations
medincell@newcap.eu
+33 (0)1 44 71 98 53
NewCap
Nicolas Merigeau
Media relations
medincell@newcap.eu
+33 (0)1 44 71 94 98
