• €22.6 m raised on Euronext Paris which combined with the €2 m issued from convertibles bonds exercised by Alto Invest, will enable Lysogene to increase its share capital up to €24.6 m
• €15 m from historical shareholders: Sofinnova Partners, BpiFrance Investissement (InnoBio) and Novo A/S
• New partner joining Lysogene: Financière Arbevel with €2 m
• Market capitalisation of approximately €82.1 m
• Offer price set at €6.80 per share corresponding to the low-range price of the Offering
Paris, France – February 7, 2017— Lysogene (the “Company”), a biotechnology company specializing in gene therapy targeting two rare CNS diseases announced today the success of its initial public offering on Compartment C of the Euronext regulated market in Paris (“Euronext Paris”), by way of an Open Price Offering (“OPO”) and a Global Placement (“Global Placement”, together with OPO, the “Offering” ), raising €22.6 m by means of a capital increase.
“We are very pleased to announce today the success of our initial public offering on Euronext Paris, which constitues a step that is a key milestone in the development of our company.” states Karen Aiach, founder and CEO of Lysogene. “This IPO will enable us to pursue the development of two drugs to treat two polysdisabling, devastating and deadly diseases of the central nervous system, which start in infancy and lead to the patients premature death. By focusing directly on the cause, our treatments aim to cure these diseases the medical needs of which are largely unsatisfied and currently uncovered. We would like to take this opportunity to thank our shareholders such as Sofinnova Partners, BpiFrance Investissement (InnoBio) and Novo A/S as well as new partners such as Financière Arbevel and Alto Invest in connection with the conversion of its convertible bonds, which have joined us during this IPO.”
“We are pleased to have supported an entrepreneur like Karen, who developed in record-time, along with her team, an innovative technology in gene therapy for the treatment of rare and deadly central nervous system diseases. This IPO tops off a unique and remarkable track-record in the Biotech sector, in order to address important unmet medical needs.” state Rafaele Tordjman de Sofinnova Partners et Chahra Louafi de BpiFrance Investissement, both members of Lysogene’s Board of Directors.
The price of the OPO and the Global Placement is €6.80 per share. 3,323,567 new shares will be issued in the context of the Offering, allowing for a capital increase of €22,600,256 (including issuance premium), up to approximately 95% of the initially envisaged capital increase without the overallotment option.
The order book is built around leading, specialist, French and european, institutional investors:
• Global Placement: total subscription demand of €22.9 m
• Open Price Offering: demand of €1.6 m
The subscription commitments as mentioned in the note d’opération have been fulfilled. The historical shareholders, Sofinnova Partners, BpiFrance Investissement (InnoBio) participated in the Offering with €15 m and a new partner joined Lysogene, Financière Arbevel, with €2 m.
On the basis of a price per share of €6.80, Lysogene’s market capitalisation is approximately €82.1 following the transaction.
The 3,323,567 shares offered within the context of the Offering will be allocated as follows:
• Global Placement: 3,091,786 shares allocated to institutional investors (representing 93.03% of the total number of shares allocated);
• OPO: 231,781 shares allocated (representing 6.97% of the total number of shares allocated);
• In respect to the OPO, A1 and A2 orders will be 100% satisfied
Lysogene’s free float will be approximately 11.69% of the share capital.
The Share Capital Increase, combined with the €2 m resulting from the conversion of the convertible bonds of Alto Invest, will enable Lysogene to increase its share capital up to €24.6 m.
Trading on Compartment C of Euronext Paris will begin at 9.00 a.m. on February 8, 2017 in the form of when-issued shares on a single listing line entitled “Lysogene – Promesses” and will be subject to delivery of the custodian’s certificate relating to the issuing of the new shares.
Clearing-settlement of the shares issued in respect of the open price offer and global placement will take place on February 9, 2017. The shares will be traded on Euronext Paris under ISIN code FR0013233475 and ticker LYS as of February 10, 2017.
As from February 8, 2017, and for a period of one-year automatically renewable period, Lysogene has entered into a liquidity contract with French broker Gilbert Dupont that complies with the code of ethics issued by the AMAFI and approved by the French AMF on March 21, 2011.
For the implementation of such contract, €300,000 in cash have been credited to the liquidity account.
Lysogene’s capital distribution after the Offering
The calculation of the free float takes into account the number of shares held by the public 6.82%, Alto Invest 2.44%, and Financière Arbevel 2.44%.
Rationale for the Offering
The purpose of the Offering is to provide the Company with additional financial resources to fund its activities and pursue the development of its technology platforms and drug candidates. The proceeds of the Offering will mainly finance:
• the completion of the Pivot Phase study in Europe and the United States of LYS-SAF302, for the treatment of MPS IIIA, with up to two-thirds of the net proceeds of the Offering,
• the completion of the Phase I/II study of LYS-GM101 for the treatment of GM1 Gangliosidosis, with up to approximately one-fourth of the net proceeds of the Offering, and
• the remainder of the net proceeds of the Offering (one-twelfth) will finance the Company’s continuing activities aside from the foregoing two R&D programs.
Indicative timetable of the IPO
February 8, 2017 Start of trading of the shares on Euronext Paris in the form of “when-issued” shares (traded under the symbol “Lysogene-Promesses”)
February 9, 2017 Clearing-settlement of the Offering
February 10, 2017 Opening of trading of the Lysogene shares on Euronext Paris under the symbol “Lysogene”
Joint Lead Managers and Bookrunners
Joint Lead Manager and Bookrunner Joint Lead Manager and Bookrunner
Identification codes for Lysogene shares
• Company name: “Lysogene”
• ISIN code: FR0013233475
• Ticker: LYS
• Compartment: Euronext Paris (Compartment C)
• Sector: 4573 – Biotechnology
How to obtain the Prospectus
Copies of the prospectus for the Offering and the admission of Lysogene shares to Euronext’s regulated market in Paris consisting of (i) the document de base approved by the French Autorité des Marchés Financiers (“AMF”) on January 9, 2017 under no. I.17-001 and (ii) the note d’opération with the summary of the prospectus, approved by the AMF on January 24, 2017 under no. 17-031, are available free of charge upon request from Lysogene (18-20 rue Jacques Dulud, 92200 Neuilly-sur-Seine) and from the Company’s (www.lysogene.com) and the AMF’s (www.amf-france.org) websites.
Investors are advised to read carefully the risk factors presented in Chapter 4 “Risk factors” of the document de base and especially the factors in section 4.2 “Risks arising from the Company’s business activities and products”, giving special regard to the factors in section 4.2.5 “Risks related to financing the development of the Company’s business activities” to the extent that the Company does not yet generate any revenue, and Chapter 2 “Risks related to the Offering” of the note d’opération.
Lysogene is a clinical-stage biotechnology company pioneering in the basic research and clinical development of gene therapies that use vectors derived from adeno-associated viruses to treat rare and fatal central nervous system disorders in children, for which, to the best of the Company’s knowledge, no current treatment exists. Since 2009, Lysogene has established a solid platform and extensive network, along with innovative products in MPS IIIA and GM1 Gangliosidosis, to become a global leader in gene therapies for rare and fatal central nervous system diseases.
For more information, visit www.lysogene.com
About Sofinnova Partners
Sofinnova Partners is an independent venture capital firm based in Paris, France. For more than 40 years, the firm has backed nearly 500 companies at different stages of their development – pure creations, spin-offs, as well as turnaround situations – and worked alongside key entrepreneurs in the Life Sciences industry around the globe. With over €1.3 billion of funds under management, Sofinnova Partners has created market leaders with its experienced team and hands-on approach in building portfolio companies through to exit. Sofinnova Partners supports Lysogene since its seed funding in 2013.
For more information, please visit: www.sofinnova.fr
About BpiFrance Investissements
BpiFrance, a subsidiary of the French state and the Caisse des Dépôts and the entrepreneurs’ trusted partner, finances businesses from the seed phase to IPO, through loans, guarantees and equity investments.
BpiFrance also provides operational services and strong support for innovation, export, and external growth in partnership with Business France.
BpiFrance offers to businesses a large range of financing opportunities at each key step of their development, including offers adapted to regional specificities.
With its 47 regional offices (90% of decisions are made locally) BpiFrance represents a strategic tool for economic competitiveness dedicated to entrepreneurs.
BpiFrance acts as a back-up for initiatives driven by the French State and the Regions to tackle 3 goals: contributing to SME’s growth, preparing tomorrow’s competitiveness and contributing to the development of a positive entrepreneur ecosystem.
With BpiFrance, businesses benefit from a powerful, efficient and close representative, to answer all their needs in terms of financing, innovation and investment.
For more information, please visit: www.bpifrance.fr
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This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer.
The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.
This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (the “Prospectus Directive”).
With respect to the member States of the European Economic Area other than France (the “Member States”, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant Member State other than France. As a result, the securities may not and will not be offered in any relevant Member State other than France except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive or in such other cases not requiring the publication by the Company of a prospectus in accordance with article 3 of the Prospectus Directive and/or regulations applicable in that Member State.
This document may not be distributed, directly or indirectly, in the United States. This document is not an offer of securities for sale nor a solicitation of an offer to subscribe 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”), or an exemption from registration. The shares of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make an offer to the public of its securities in the United States. Copies of this document are not being, and should not be, distributed in or sent into the United States.
This document is only being distributed to, and is only directed at, persons that (i) are located outside the United Kingdom, (ii) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
A prospectus, consisting of (i) the document de base registered by the French Autorité des marchés financiers (the “AMF”) on January 9, 2017 under no. I. 17-001 and (ii) a note d’opération (the “note d’opération”) including the summary of the prospectus, approved by the AMF on January 24, 2017 under no. 17-031 (the “Prospectus”). The Prospectus is available on the AMF website (www.amf-france.org) and on the Company’s website (www.lysogene.com) and may be obtained free of charge from the Company. Potential investors should review the risk factors described in the Prospectus.