- Subscription of €5.7 million representing 95% of the initial amount
- Cemag Invest and Bpifrance now own respectively 18.0% and 21.6% of equity and 17.6% and 23.6% of voting rights
Regulatory News:
This press release must not be distributed directly or indirectly in the United States, Canada, Australia, or Japan.
Advicenne (Euronext Growth® FR0013296746 ALDVI), a pharmaceutical company specializing in the development and marketing of innovative treatments for people suffering from rare kidney diseases (the "Company"), announces the results of the capital increase by issue of new ordinary shares (the "New Shares") with the maintenance of the shareholders' preferential subscription right (the "DPS") announced on 11 September 2023. This transaction raised €5.7 million by issuing 2,366,520 New Shares at a unit price of €2.41.
Philippe Boucheron, Deputy Chief Biotech at Bpifrance and Chairman of the Board of Directors of Advicenne, stated: "We wanted to support Advicenne and its entire team, despite the particularly bad market situation. Investment opportunities in a commercial company in our sector are rare, especially in France. The teams were able to develop Sibnayal®, market it and establish partnerships in Europe. They are now able to develop this product, greatly drifted, commercially and clinically in new indications, as well as in the United States. It was important that we were at their side and alongside other investors, especially Cemag Invest.
Reminder of the purpose of the Capital Increase
The gross proceeds of the right issue amounted 5,703,313.20. As stated in the presse release issued on September 11, 2023, funds will be allocated as follows:
around 40% for the commercial development of Sibnayal®, particularly in France and the UK, where Advicenne has direct sales operations
around 40% to optimize the industrial and clinical development of ADV7103;
20% to finance the Company's ongoing operations. Depuy
The Capital Increase was part of financing to enable the Company reaching operating profitability, may ensure the financing of Advicenne's anticipated cash requirements until the first quarter of 2025.
Didier Laurens, Chief Executive Officer, added: "I would like to thank all of our long-standing shareholders, including Bpifrance Investissement and Cemag Invest, as well as the institutional and individual investors who participated in this transaction, in a particularly difficult market environment, marked by continued inflation, rising interest rates and a significant reduction in flows invested in small caps. Their investment will allow us to continue Advicenne's strategic development plan around Sibnayal® in both Europe and the United States, in both ATRd and cystinuria.
Results of the capital increase with preference subscription rights
The Capital Increase with preferential subscription rights was the subject of a global request for 2,366,520 New Shares at a unit price of 2.411, at a rate of 1 New Share for 4 existing shares owned, for a total requested amount of 5,703,313.20, representing 95.07% of the amount of the initial offer (€ 5,999,181.67).
Subscriptions were divided as follows:
534,864 Irreducible New Shares representing 23% of the New Shares to be issued;
1,301,109 Reducible New Shares representing 55% of the New Shares to be issued. The service rate for reducible applications is therefore 100%.
to which were added:
530,547 Free subscription New Shares representing 22% of the New Shares to be issued, allocated by the Board of Directors for the benefit of FPS Innovation 1 and Promontoires as part of their subscription commitment and for the benefit of other institutional investor within the framework of its freedom to distribute shares not subscribed irreducibly and reducible provided for in Article L.225-134 I. 2 of the French Commercial Code.
As a reminder, the Capital Increase benefited, before its launch, from subscription commitments representing more than 75% of the operation (excluding the exercise of the extension clause).
In accordance with their subscription commitments:
CEMAG INVEST, the Company's reference shareholder, subscribed 191,411 New Shares irreducibly and 1,260,871 New Shares reducible for a total amount of 3,499,999.62 representing a total of 1,452,282 New Shares;
the FPS Innovation 1 fund, a fund managed by Bpifrance Investissement, also a management company of the Innobio fund, a reference shareholder of the Company, subscribed 414,937 New Shares freely for a total amount of 999,998.17;
Promontoires2 has subscribed 41,493 New Shares freely for a total amount of 99,998.13.
Settlement of delivery of New Shares
At the end of the settlement, which will take place on October 4, 2023, Advicenne's share capital will amount to 2,464,734.20 and will consist of 12 323 671 shares with a nominal value of €0.20.
New Shares will be the subject of an application for admission to trading on Euronext Growth in Paris on the same day, on the same listing line as existing shares (ISIN code FR0013296746 ALDVI mnemonic code).
Impact of the issue on shareholdering structure
According to the knowledge of the Company's share capital and voting rights post right issue is as follows:
Share capital post right issue (on a non-fully diluted basis) | ||||
Shares |
| Voting rights |
| |
Management Employees | 108 778 | 0,88% | 186 556 | 1,10% |
Subtotal Management Employees | 108 778 | 0,88% | 186 556 | 1,10% |
Bpifrance Investissement1 | 2 664 505 | 21,62% | 3 990 073 | 23,63% |
Cemag Invest | 2 217 928 | 18,00% | 2 965 992 | 17,56% |
Sub-total Board of Directors | 4 882 433 | 39,62% | 6 956 065 | 41,19% |
Irdi Soridec Gestion | 435 511 | 3,53% | 796 183 | 4,71% |
IXO Private Equity | 769 802 | 6,25% | 1 539 604 | 9,12% |
Free float | 6 090 601 | 49,42% | 7 410 180 | 43,88% |
Treasury shares2 | 36 546 | 0,30% | 0 | 0,00% |
Total | 12 323 671 | 100,00% | 16 888 588 | 100,00% |
1 All the funds managed by Bpifrance (included FPS Innovation 1).
2 Treasury shares before the launch of the share capital increase on 8 September 2023.
Share capital post right issue (on a fully diluted basis) | ||||
Shares |
| Voting rights |
| |
Management Employees | 612 278 | 4,63% | 690 056 | 3,88% |
Subtotal Management Employees | 612 278 | 4,63% | 690 056 | 3,88% |
Bpifrance Investissement1 | 2 664 505 | 20,14% | 3 990 073 | 22,42% |
Cemag Invest | 2 217 928 | 16,76% | 2 965 992 | 16,67% |
Sub-total Board of Directors | 4 882 433 | 36,90% | 6 956 065 | 39,09% |
Irdi Soridec Gestion | 435 511 | 3,29% | 796 183 | 4,47% |
IXO Private Equity | 769 802 | 5,82% | 1 539 604 | 8,65% |
Free float | 6 468 101 | 48,89% | 7 787 680 | 43,76% |
Treasury shares2 | 36 546 | 0,28% | 0 | 0,00% |
Total | 13 229 671 | 100,00% | 17 794 588 | 100,00% |
1 All the funds managed by Bpifrance (included FPS Innovation 1).
2 Treasury shares before the launch of the share capital increase on 8 September 2023.
Impact of the issue on shareholders' equity per share
The impact of the issuance of the New Shares on the shareholding of a shareholder holding 1.00% of the Company's share capital prior to the Capital Increase and not subscribing to it is as follows:
Shareholder participation (%) | Undiluted basis | Diluted basis |
After issuance of the New Shares via the Offering | 1.00 | 0.92 |
After issuance of 2,366,520 New Shares via the Offering | 0.81 | 0.75 |
* on the basis of 9,957,151 existing shares at September 11, 2023
** if all BSPCEs are exercised, representing a total number of shares of 906,000.
The impact of the issuance of the New Shares on consolidated shareholders' equity per share (calculated on the basis of consolidated shareholders' equity at June 30, 2023 is as follows:
Share of equity per share (in €) | Undiluted basis | Diluted basis |
After issuance of the New Shares via the Offering | -1.41 | -0.61 |
After issuance of 2,366,520 New Shares via the Offering | -1.14 | -0.50 |
* on the basis of 9,957,151 existing shares at September 11, 2023
** if all BSPCEs are exercised, representing a total number of shares of 906,000.
Reminder of the main terms and conditions of the capital increase
Legal framework of the Capital Increase
On 11 September 2023, Advicenne's Board of Directors, making use of the authorization granted by the 12th and 18th resolutions of the Combined General Meeting of June 8, 2023, decided to implement the authorization granted to it, decided to launch a capital increase with pre-emptive subscription rights and its implementation.
A notice to shareholders relating to the transaction was published on September 11, 2023 in the Bulletin des Annonces Légales et Obligatoires (BALO).
Prospectus
In accordance with the provisions of Article L.411-2-1 1° of the French Monetary and Financial Code and Article 211-2 of the General Regulations of the Autorité des Marchés Financiers (the "AMF"), the Capital Increase will not give rise to a prospectus subject to approval by the AMF, as the total amount of the offering calculated over a twelve-month period does not exceed €8,000,000.
Undertakings to abstain from trading and to retain shares
The Company has entered into a 6-month lock-up commitment in connection with the Capital Increase.
Suspension of the right to exercise the Company's BSPCE warrants
Holders of BSPCE warrants allocated by the Company are informed of the resumption of their right to the allocation of new shares in the Company with effect from the settlement of delivery of the New Shares, October 4, 2023. The rights of holders of warrants allocated or issued by the Company who have not exercised their right to the allocation of shares in the Company by September 16, 2023 (00:00 Paris time) will be preserved in accordance with legal and regulatory provisions.
Risk factors
Risk factors relating to the Company and its business are set out in its 2022 universal registration document and in the 2023 half-year report, available in the Investor Relations section of its website (https://advicenne.com/).
The occurrence of any or all these risks could have an adverse effect on the Company's business, financial situation, results, development, or prospects.
In addition, investors are invited to consider the following risks specific to the Capital Increase:
- the volatility and liquidity of the Company's shares could fluctuate significantly;
- sales of the Company's shares could occur on the market and adversely affect the Company's share price;
- the Company's shareholders could suffer potentially significant dilution because of any future capital increases.
Capital Increase Partners
TP
Global Coordinator, Lead Manager and Bookrunner | Bird Bird Legal advice |
About Advicenne
Advicenne (Euronext: ALDVI) is a specialty pharmaceutical company founded in 2007, specializing in the development of innovative treatments in Nephrology. Its lead product Sibnayal® (ADV7103) has received its Marketing Approval for distal renal tubular acidosis in EU and GB. ADV7103 is currently in late-stage development in cystinuria in Europe and in dRTA and cystinuria in the US and in Canada. Headquartered in Paris, Advicenne, listed on the Euronext Paris stock exchange since 2017, has now been listed on Euronext Growth Paris since its transfer on March 30, 2022. For additional information, see: https://advicenne.com/.
Forward-looking statements
This press release contains forward-looking statements. These statements are not historical facts. These statements include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, product development and potential, and statements regarding future performance. Forward-looking statements are often identified by the words "expects", "anticipates", "believes", "intends", "estimates", "plans" and similar expressions. Although Advicenne's management believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond Advicenne's control, that could cause actual results and events to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include in particular those inherent in the marketing and commercialization of drugs developed by Advicenne as well as those developed or identified in the public documents filed by Advicenne with the Autorité des marchés financiers, including those listed in chapter 3 "Risk Factors" of Advicenne's universal registration document filed with the Autorité des marchés financiers on April 28, 2023 and in the 2023 half-year report, available free of charge on the website of the Company ((https://advicenne.com/). Subject to applicable regulations, in particular articles 223-1 et seq. of the general regulations of the Autorité des marchés financiers, Advicenne does not undertake to update any forward-looking information or statements.
Disclaimer
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of common shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful in the absence of registration or approval under the securities laws of such state or jurisdiction.
The distribution of this press release may be subject to specific regulations in certain countries. Persons in possession of this document are required to inform themselves about and to observe any such local restrictions.
This press release constitutes a promotional communication and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (as amended the "Prospectus Regulation").
With respect to member states of the European Economic Area other than France (the "Member States"), no action has been or will be taken to permit a public offering of the securities that would require the publication of a prospectus in any of these Member States. Consequently, the securities cannot and will not be offered in any Member State (other than France), except in accordance with the exemptions provided for in Article 1(4) of the Prospectus Regulation, or in other cases not requiring the publication by Advicenne of a prospectus under the Prospectus Regulation and/or the regulations applicable in those Member States. This press release does not constitute an offer of securities to the public in the United Kingdom.
This press release may not be published, distributed or disseminated in the United States (including its territories and possessions). This press release does not constitute an offer or solicitation to buy, sell or subscribe for any securities in the United States. The securities mentioned in this press release have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or federal securities laws, and may not be offered or sold in the United States absent registration under the Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, registration under the Securities Act. Advicenne does not intend to register the offering in whole or in part in the United States under or pursuant to the Securities Act or to conduct a public offering in the United States.
This press release may not be distributed directly or indirectly in the United States, Canada, Australia or Japan.
Lastly, this press release may be drafted in either French or English. In the event of any discrepancies between the two texts, the French version shall prevail.
1 A discount of 27,4 to the closing price of Advicenne's shares on September 8, 2023 (3,32 €) prior to the fixing of the issue price by the Board of Directors.
2 Promontoires is managed by Mrs. Catherine Dunand who represents CEMAG INVEST on the Board of Directors of the Company. There is no capital link between CEMAG INVEST and Promontoires.
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Contacts:
Advicenne
Didier Laurens, Directeur Général
+33 (0) 1 87 44 40 17
Email: investors@advicenne.com
Ulysse Communication
Media relations
Bruno Arabian
+33 (0)6 87 88 47 26
Email: advicenne@ulysse-communication.com
