Onxeo announces the success of its Rights Issue with €9.7 million raised
This transaction will accelerate the development of the Company and its portfolio
and extend its financial horizon to the end of 2022, beyond major clinical milestones
expected in the next 18 months
Paris (France), April 12, 2021 – 7:00 pm CEST - Onxeo S.A. (Euronext Growth Paris: ALONX; Nasdaq First North Growth Copenhague: ONXEO, a clinical-stage biotechnology company specializing in the development of innovative drugs targeting tumor DNA Damage Response (DDR), in particular against rare or resistant cancers, today announced the result of its capital increase through the issuance of new shares (the "New Shares") with shareholders' preferential subscription rights (PSR), whose subscription took place from March 19 to March 31, 2021 included in France and from March 19 to March 26, 2021 included in Denmark.
The gross amount of the capital increase, including the issue premium, amounted to 9.7 million euros and resulted in the creation of 13,677,125 New Shares, at a subscription price per share of 0.71 euro (5.287 DKK on the basis of an exchange rate of 7.447 DKK for 1 euro on March 9, 2021).
The proceeds from this issue of New Shares are intended to finance primarily the expansion and acceleration of the clinical development of AsiDNA™, in particular in combination with other anti-cancer agents.
The Company also intends to:
- continue the optimization and preclinical development of new candidates selected on the platON™ platform,
- optimize pharmaceutical development and compound manufacturing operations, and
- more generally, finance the Company's operations.
Judith Greciet, CEO of Onxeo, said: "We would like to thank all our investors, both historical and new, who have contributed to the success of this fundraising. The renewed confidence in our long-term strategy by our two core shareholders, Financière de la Montagne and Invus, as well as by many other shareholders, secures the ramp-up of our development and extends our visibility until the end of 2022. With the funds raised, the Company will accelerate the development of AsiDNA™ with other clinical trials, notably in non-small cell lung cancer, with a phase 2 study designed to be extended as a potential pivotal trial. The clinical program should also include the United States as part of the acceleration plan. Additionally, we will expand our portfolio with other compounds from our platON™ platform."
The Board of Directors of Onxeo, in its meeting on April 12, 2021, recorded the amount of subscriptions and decided on the final terms of the capital increase with preferential subscription rights of shareholders decided on March 9, 2021.
RESULT OF THE RIGHT ISSUE
At the end of the subscription period, subscriptions totaled 13,677,125 shares, divided as follows:
- 6,111,797 New Shares were subscribed on an irreducible basis;
- 7,565,328 Shares News were requested on a free basis.
As the Company has decided to exercise the extension clause provided for in the 20th resolution of the General Meeting of June 19, 2020 for 4.8% of the initial offer, the new shares applied for on a free basis were fully allocated.
Consequently, the gross amount of the capital increase, including issue premium, amounts to 9,710,758.75 euros and results in the issue of 13,677,125 new shares, at a unit subscription price of 0.71 euros, corresponding to a subscription rate of approximately 104.8%.
The Company's share capital following the capital increase will amount to 22,998,733.75 euros, divided into 91,994,935 shares with a par value of 0.25 euros each.
The settlement-delivery of the New Shares and their admission to trading on Euronext Growth Paris and Nasdaq First North Growth Copenhagen are scheduled for April 16 and April 19, 2021, respectively.
The New Shares will carry dividend rights and will be traded on the same quotation line as the existing shares (ISIN FR0010095596).
Impact of the issue on the shareholding structure
The following table presents the distribution of capital, to the Company's knowledge, before and after the completion of the capital increase.
The commitments of the existing shareholders, Financière de la Montagne and Invus Public Equities LP, were fully subscribed for a total amount of 7 million euros, respectively 3 and 4 of which approximately 2.1 million euros were on an irreducible basis and 4.9 million euros on a free basis. The subscriptions of other investors thus amount to about 2.7 million euros.
|Actionnaires||Number of shares before the issue||% of capital and voting rights(1) shares before the issue||Number of shares after the issue||% of capital and voting rights(1) shares after the issue|
|Financière de la Montagne||10,462,560||13.36%||14,708,767||15.99%|
|Invus Public Equities LP||8,397,270||10.72%||14,031,073||15.25%|
- Theoretical voting rights. All shares have the same voting rights, with the exception of treasury shares held by the Company.
For information purposes, the impact of the issue on the capital ownership of a shareholder holding 1% of the Company's share capital prior to the issue and who did not subscribe to the issue (calculations based on a number of 78,317,810 shares making up the Company's share capital at December 31, 2020) is as follows:
|(en euro par action)||Non-diluted basis||Diluted basis (1)|
|Before issue of New Shares||1.00||0.95|
|After issue of 13,677,125 New Shares||0.85||0.81|
(1) Taking into account the 4,335,740 options and warrants giving access to the share capital granted and outstanding as of today.
INDICATIVE TIMETABLE OF THE OPERATION
|April 16, 2021||Issuance of New Shares – Settlement and Delivery.|
|April 19, 2021||Admission of the New Shares to trading on Euronext Growth Paris and Nasdaq First North Growth Copenhagen.|
- Invest Securities acted as Lead Manager and Bookrunner of the transaction.
- Invest Corporate Finance acted as Listing Sponsor.
- Nordea Denmark, a subsidiary of Nordea Bank Abp, Finland, acted as underwriting agent in Denmark.
AVAILABILITY OF THE PROSPECTUS
The Prospectus, having received the approval n°21-063 dated March 9, 2021 from the Autorité des marchés financiers ("AMF"), consists of (i) the Universal Registration Document of Onxeo filed with the AMF on April 27, 2020 under number D.20-0362 (the "Universal Registration Document"), (ii) the Amendment to the Universal Registration Document, filed with the AMF on March 9, 2021 under number D.20-0362-A01, (iii) a Securities Note and (iv) a summary of the Prospectus (included in the Securities note).
Copies of the Prospectus are available free of charge at the registered office of Onxeo, 49, boulevard du Général Martial Valin - 75015 Paris. The Prospectus may also be consulted on the websites of the AMF (www.amf-france.org) and Onxeo (www.onxeo.com) and from the Lead Manager and Bookrunner.
In connection with the opening of the public offering in Denmark, an unofficial translation into English of all the documents constituting the prospectus has also been prepared by the Company. In the event of any discrepancy between the French prospectus and the English translation, the French version will prevail. These documents are also available free of charge at Onxeo's registered office at 49, boulevard du Général Martial Valin - 75015 Paris and on Onxeo's website (www.onxeo.com).
Investors are invited to carefully consider the risk factors detailed in section 3 of the Universal Registration Document, section 2 of the Amendment to the Universal Registration Document and section 2 of the Securities Note. The occurrence of all or part of these risks may have an adverse effect on the Group's business, financial position, results or ability to achieve its objectives.