VALBIOTIS SA
Press release Valbiotis announces the success of its €15 M capital increase
Sébastien PELTIER, Chairman of the Board of Directors, and co-founder of Valbiotis comments: "We express our great satisfaction with the success of this capital increase, characterized by a priority period, which confirms the trust and sustained commitment of investors towards our strategy and growth ambitions. This achievement validates our ambitious positioning as a future major player in the European market for 100% plant-based dietary supplements. With particular pride, we acknowledge the strong support of our shareholders, both institutional and individual, already present in our capital, and we thank all the new subscribers. Thanks to the successful fundraising, we now have strengthened resources, serving as a crucial lever to materialize our international marketing strategy through partnerships and direct operations in France. Consequently, these resources will be complemented by additional revenues from 2024 onward."
Buoyed by the excellent results of the REVERSE-IT study published earlier in the year, Valbiotis is embarking on a new phase in its development, focused on generating revenues and based on the following three strategic priorities:
while continuing its research efforts to prepare tomorrow's pipeline and complete clinical processes enabling proprietary health claims to be obtained for the majority of them, without this "label" constituting a prerequisite for marketing the products concerned. The Company is entering a new deployment phase with the start of commercialization, which, in view of the Company's expectations, requires additional financing. The company plans to use the net proceeds from the issuance (approximately €13.0 million) to finance:
After taking into account 100% of the net proceeds of the Offer, i.e., €13.0 M, and taking into account the anticipated ramp-up in activity, the Company considers that it will be able to finance its own growth in the future within the current scope of its activities, without ruling out recourse to bank financing should the need arise.
Terms and conditions of the issue of new shares The new shares not subscribed for under the priority subscription period were the subject of a global offering (the "Global Offering") comprising (a) a public offering in France (the "Public Offering") primarily aimed at individuals, and (b) a Global Placement.
The subscription price for the new shares was set by the Company's Board (Directoire) on December 8, 2023, at €4.46 per share, representing a discount of 20.1% relative to the closing price of €5.58 on December 8, 2023, and of 16.5% relative to the volume-weighted average share price of €5.34 for the five trading days preceding the Board's decision on December 8, 2023 (inclusive).
The capital increase, with a total gross amount of €15.0 M including issue premium, will give rise to the issue of 3,363,229 new shares, i.e., 100% of the initial offer, it being specified that no possibility of implementing an extension clause had been decided by the Company's Board (Directoire) on December 8, 2023.
In the context of the priority period, the request from existing shareholders of the Company amounted to €3.9 M, representing 26% of the total amount of the capital increase.
As part of the Offering, a total subscription demand of €4 M (representing 27% of the total issuance amount) was observed, broken down as follows, including:
In addition to a total subscription request for a gross amount (excluding fees) of €7.9 M, including the €2.1M subscription commitments obtained prior to the launch of the operation, it is recalled that the commitments received under the guarantee amounted to €11.6 M (bringing the total coverage of the operation to 130% of the issuance) and could be triggered as soon as the total subscription demand did not cover 100% of the initial offering.
In light of all these elements, the allocation of the 3,363,229 shares, representing 100% of the Offering, was as follows:
Impact on ownership structure and voting rights In the Company's knowledge, the impact of the issuance on the distribution of its capital and voting rights is as follows (current and diluted basis):
Shareholding structure following the Offering
(1) Not bound by any concerted action. (2) In registered form. (3) Including the creation of 2,037,503 new shares likely to result from the exercise in full of currently outstanding BSPCEs and BSAs.
Breakdown of voting rights following the Offering
(1) Not bound by any concerted action. (2) In registered form. (3) Including the creation of 2,037,503 new shares likely to result from the exercise in full of currently outstanding BSPCEs and BSAs.
Given the number of shares issued, a shareholder who held 1% of the capital prior to the Offering saw his/her stake reduced to 0.79% after the Offering (and 0.70% on a fully-diluted basis).
Settlement and Delivery of the new shares Settlement and delivery of the new shares and their admission to trading on the Euronext Growth multilateral trading facility in Paris are scheduled for December 28, 2023. The new shares will be listed on the same line as the Company's existing ordinary shares, will carry dividend rights and will be immediately fungible with the Company's existing shares.
Abstention and Retention Agreements None.
Availability of the prospectus This capital increase was the subject of a prospectus approved by the AMF on December 11, 2023, under No. 23-509:
Copies of the AMF-approved Prospectus are available free of charge at Valbiotis' head office - 12F rue Paul Vatine - ZI des Quatre Chevaliers, 17180 Périgny - France. This document can also be consulted online on the AMF (www.amf-france.org) and Valbiotis (www.valbiotis.com) websites.
Approval of the prospectus should not be construed as a favorable opinion by the AMF on the shares offered. Investors should carefully consider the risk factors described in Chapter 3 "Risk factors" of the 2022 URD, in particular the sections "Business risks", "Organizational risks" and "Legal risks", as well as in Chapter 4 of the Amendment and Chapter 3 "Risk factors relating to the Offer" of the Offering Circular.
Partners in the operation
About Valbiotis Valbiotis is a commercially oriented company, specializing in dietary supplements, committed to scientific innovation for preventing and combating metabolic and cardiovascular diseases in response to unmet medical needs. Valbiotis has adopted an innovative approach, aiming to revolutionize healthcare by developing a new class of health nutrition products designed to reduce the risk of major metabolic and cardiovascular diseases, relying on a multi-target strategy enabled by the use of plant-based terrestrial and marine resources. Internationally, its products are intended to be the subject of licensing and/or distribution agreements with global and regional health and nutrition players. In France, Valbiotis will be responsible for marketing its own products. Created at the beginning of 2014 in La Rochelle, the Company has forged numerous partnerships with leading academic centers. The Company has established three sites in France - Périgny, La Rochelle (17) and Riom (63) - and a subsidiary in Quebec City (Canada). Valbiotis is a member of the "BPI Excellence" network and has been recognized as an "Innovative Company" by the BPI label. Valbiotis has received major financial support from the European Union for its research programs via the European Regional Development Fund (ERDF). Valbiotis is a PEA-SME eligible company. For more information about Valbiotis, please visit: www.valbiotis.com
Contacts
Financial communication / Seitosei Actifin Marianne PY Senior consultant +33 1 80 48 25 31 mpy@actifin.fr
Name: Valbiotis Ticker Symbol: ALVAL EnterNext© PEA-PME 150
Disclaimer This press release contains forward-looking statements about Valbiotis' objectives. Valbiotis considers that these projections are based on rational hypotheses and the information available to the company at the present time. However, they are in no way guarantees of future performance and may be called into question by changes in economic conditions, financial markets and by a number of risks and uncertainties, including those described in its URD 2022 and its Amendment mentioned above. Valbiotis does not accept any liability regarding the update or revision of these forward-looking statements.
This press release does not constitute, and shall not be deemed to constitute, an offer to the public or an offer to purchase, or an offer to solicit public interest in connection with an offering to the public.
No communication or information relating to this operation or to Valbiotis may be distributed to the public in any country in which any registration or approval is required. No steps have been taken (or will be taken) in any country (other than France) in which such steps would be required. The purchase of Valbiotis shares may be subject to specific legal or regulatory restrictions in certain countries. Valbiotis assumes no liability for any violation by any person of such restrictions.
This press release is a promotional announcement and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation"). The AMF-approved Prospectus is available on the AMF website (www.amf-france.org) and on the Company's website (www.valbiotis.com).
In France, a public offering of securities may only be made pursuant to a prospectus approved by the AMF. With regard 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 securities requiring the publication of a prospectus in any of these Member States. Consequently, the securities cannot and will not be offered in any of the Member States (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 Valbiotis 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 does not constitute an offer of securities or a solicitation to purchase or subscribe for securities in the United States or any other country (other than France). Securities may not be offered, subscribed, or sold in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or pursuant to an exemption from such registration. Valbiotis' shares have not been and will not be registered under the U.S. Securities Act, and Valbiotis does not intend to make any public offering of its securities in the United States. The distribution of this press release in certain countries may constitute a violation of applicable laws.
The information contained in this press release does not constitute an offer of securities in the United States, Canada, Australia, or Japan. This press release may not be published, transmitted, or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
Regulatory filing PDF file File: 2023-12-22_PR_CAPITAL-INCREASE | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Language: | English |
| Company: | VALBIOTIS SA |
| 12F, Rue Paul Vatine | |
| 17180 Périgny | |
| France | |
| Phone: | 0546286258 |
| E-mail: | contact@valbiotis.com |
| Internet: | www.valbiotis.com |
| ISIN: | FR0013254851 |
| Euronext Ticker: | ALVAL |
| AMF Category: | Inside information / Other releases |
| EQS News ID: | 1802607 |
| End of Announcement | EQS News Service |
1802607 22-Dec-2023 CET/CEST
