PARIS--(BUSINESS WIRE)--Regulatory News:
GenSight Biologics (Paris:SIGHT) (Euronext: SIGHT, ISIN: FR0013183985, PEA-PME eligible) (the "Company"), a biopharma company focused on developing and commercializing innovative gene therapies for retinal neurodegenerative diseases and central nervous system disorders, announces today the success of its previously announced capital increase. The transaction was led by Arix Bioscience plc (LON: ARIX), Invus and Sofinnova Partners.
The Company has issued 5,954,650 new ordinary shares with a nominal value of €0.025 each (the "New Shares"), for total gross proceeds of approximately €25 million by means of an accelerated bookbuilding process to the benefit of categories of persons (the "Reserved Offering"). The book was oversubscribed, based on demand from new and existing investors.
The issue price of the New Shares is €4.20 per share, representing a 12.5% discount to the volume weighted average of the share prices on Euronext Paris for the last five trading sessions preceding the date on which the issuance price is set (ie., October 15, 16, 19, 20 and 21, 2020), in accordance with the 19th resolution of the combined annual general meeting of shareholders of the Company held on April 29, 2020.
Use of Proceeds
The Company intends to use the net proceeds from the Reserved Offering to actively prepare the commercial launch of LUMEVOQ® in Europe and finance the end of its clinical development necessary for the filing of a Biologics License Application ("BLA") in the United States ; and to prepare a Phase III clinical trial of GS030 in the treatment of Retinitis Pigmentosa.
Terms of the Reserved offering
Following the issuance of the New Shares, the Company's total share capital will be €992,325.30 equal to 39,693,012 shares, each with a value of €0.025.
The New Shares, representing 17.6% of the share capital and voting rights before the issuance, and 15% after the issuance, were issued by a decision of the Chief Executive Officer of the Company pursuant to and within the limits of the delegations of authority granted by the Board of Directors of the Company as of the date of this press release. On an illustrative basis, the participation of a shareholder holding 1% of the Company's share capital before the Reserved Offering and who did not participate in the Reserved Offering will hold 0.85% of the Company's share capital after the issuance.
The existing shareholders, Sofinnova Partners and Bpifrance Investissement, which hold 16.6% and 2.9% stakes in the Company, respectively, have subscribed to the Reserved Offering.
In addition, other investors including Invus and Arix Bioscience plc (LON: ARIX) have subscribed to the Reserved Offering.
Following the issuance of the New Shares, the shareholding structure of the Company would be as follows:
|
Before the Offering |
After the Offering |
||||||||
Shareholders |
Shareholders (non-diluted) |
Shareholders (diluted)(1) |
Shareholders (non-diluted) |
Shareholders (diluted)(1) |
||||||
Number of shares and voting rights |
% of share capital and voting rights |
Number of shares and voting rights |
% of share capital and voting rights |
Number of shares and voting rights |
% of share capital and voting rights |
Number of shares and voting rights |
% of share capital and voting rights |
|||
5% Shareholders |
||||||||||
Sofinnova |
5,610,044 |
16.6% |
5,610,044 |
14.5% |
6,681,472 |
16.8% |
6,681,472 |
15.0% |
||
3SBio |
2,110,595 |
6.3% |
2,110,595 |
5.5% |
2,110,595 |
5.3% |
2,110,595 |
4.7% |
||
Kreos Capital (Expert Fund) LP |
- |
- |
2,121,003 |
5.5% |
- |
- |
2,121,003 |
4.8% |
||
Bpifrance Participations |
2,000,000 |
5.9% |
2,000,000 |
5.2% |
2,000,000 |
5.0% |
2,000,000 |
4.5% |
||
Bpifrance Investissement |
975,666 |
2.9% |
975,666 |
2.5% |
1,213,761 |
3.1% |
1,213,761 |
2.7% |
||
Directors and Executive Officers |
1,687,600 |
5.0% |
3,261,600 |
8.4% |
1,687,600 |
4.3% |
3,261,600 |
7.3% |
||
Employees |
503,000 |
1.5% |
851,000 |
2.2% |
503,000 |
1.3% |
851,000 |
1.9% |
||
Other shareholders (total) |
20,851,457 |
61.8% |
21,726,799 |
56.2% |
25,496,584 |
64.2% |
26,371,926 |
59.1% |
||
Total |
33,738,362 |
100.0% |
38,656,707 |
100.0% |
39,693,012 |
100.0% |
44,611,357 |
100.0% |
||
|
Lock-up
In connection with the Reserved Offering, the Company has entered into a lock-up agreement restricting the issuance of additional ordinary shares for a period ending 90 days after the settlement and delivery of the New Shares, subject to customary exceptions.
Bernard Gilly, Chief Executive Officer and Thomas Gidoin, Chief Financial Officer as well as Sofinnova Partners and Bpifrance Investissement, existing shareholders, are also subject to a lock-up for a period of 90 days after the settlement and delivery of the New Shares, subject to customary exceptions.
Admission of the New Shares
Settlement of the Reserved Offering and admission of the New Shares to trading on Euronext Paris, on the same trading line as the existing shares under the same ISIN code FR0013183985, are scheduled for October 26, 2020.
Bryan, Garnier & Co Limited and Chardan are acting as Joint Bookrunners and Joint Placement Agents in connection with the Reserved Offering (the "Managers"). The Reserved Offering was not guaranteed. The Reserved Offering was, however, subject to a placement agreement between the Company and the Managers (the "Placement Agreement"). The Placement Agreement may be terminated by the Managers at any time up to (and including) the settlement-delivery date of the Reserved Offering on October 26, 2020 subject to certain customary conditions for this type of agreement. If the Placement Agreement is terminated in accordance with its terms, all investor orders placed under the Reserved Offering will be null and void. The Placement Agreement does not constitute a firm underwriting (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Code de commerce.
Documentation
Application to list the New Shares on Euronext Paris will be made pursuant to a listing prospectus (the "Prospectus"), subject to the approval by the Autorité des marchés financiers (the "AMF") to be delivered on or about October 22, 2020 and comprising (i) the 2019 universal registration document (document d'enregistrement universel) of the Company filed with the AMF on April, 8, 2020 under number D.20-0271 (the “URD”); (ii) its amendment to be filed with the AMF on October 22, 2020 (the “Amendment”) and (iii) a securities note, containing a summary of the Prospectus in French and in English (the “Securities Note”).
Risk Factors
The Company draws the public’s attention to (i) the risk factors related to the Company and its activities presented in section 3 of the URD and section 2 of the Amendment, which are available free of charge on the website of the Company (https://www.gensight-biologics.com) and of the AMF (https://www.amf-france.org), and (ii) to the risk factors related to the Reserved Offering that will be presented in section 2 of the Securities Note.
About GenSight Biologics
GenSight Biologics S.A. is a clinical-stage biopharma company focused on developing and commercializing innovative gene therapies for retinal neurodegenerative diseases and central nervous system disorders. GenSight Biologics’ pipeline leverages two core technology platforms, the Mitochondrial Targeting Sequence (MTS) and optogenetics, to help preserve or restore vision in patients suffering from blinding retinal diseases. GenSight Biologics’ lead product candidate, LUMEVOQ® (GS010; lenadogene nolparvovec), has been submitted for marketing approval in Europe for the treatment of Leber Hereditary Optic Neuropathy (LHON), a rare mitochondrial disease affecting primarily teens and young adults that leads to irreversible blindness. Using its gene therapy-based approach, GenSight Biologics’ product candidates are designed to be administered in a single treatment to each eye by intravitreal injection to offer patients a sustainable functional visual recovery.
Disclaimer
This press release does not constitute an offer to sell or the solicitation of an offer to buy ordinary shares of the company, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
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, as amended (the “Prospectus Regulation”).
In France, the Reserved Offering described above will take place solely as a placement to the benefit of categories of persons, in accordance with Article L. 225-138 of the “Code de commerce” and applicable regulations. The Reserved Offering is reserved, in Europe (including in France), to "qualified investors", as that term is defined in Article 2(e) of the Prospectus Regulation.
In relation to each member state of the European Economic Area other than France (each, a “Relevant Member State”), an offer of the New Shares is not being made and will not be made to the public in that Relevant Member State, other than: (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; (ii) to fewer than 150 natural or legal persons per relevant member state; or (iii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation; provided that no such offer of the New Shares shall require the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation. For the purposes of the above, the expression an “offer to the public” in any Relevant Member State shall have the meaning ascribed to it in article 2(d) of the Prospectus Regulation.
This press release may not be distributed, directly or indirectly, in or into the United States. This press release does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offer of its securities in the United States.
This communication is being distributed only to, and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), and (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
This 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.
This press release has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of any of the Managers or any of their parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person’s respective directors, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this press release and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this press release is subject to verification, correction, completion and change without notice.
The Managers are acting exclusively for the Company and no one else in connection with the Reserved Offering and will not regard any other person (whether or not a recipient of this press release) as their client in relation to the Reserved Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their client nor for providing advice in relation to the proposed Reserved Offering.
