ARGENX SE

ARGX
Real-time Estimate Quote. Real-time Estimate  - 08/13 04:40:29 am
200.8EUR +0.96%

argenx : Securities Note

06/24/2020 | 10:26am

argenx SE

(a European public company with limited liability (Societas Europaea) incorporated under the laws of the Netherlands with its official seat in Rotterdam, the Netherlands)

This securities note (the Securities Note) relates to the admission to listing and trading of up to 4,207,292 new ordinary shares with nominal value of EUR 0.10 per ordinary share in the capital of argenx SE (hereinafter jointly with its subsidiaries also the Company) on Euronext Brussels, the regulated market operated by Euronext Brussels SA/NV, a regulated market within the meaning of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU Text with EEA relevance (MiFID II) (the Listing).

The new ordinary shares will be issued by argenx SE in connection with an underwritten global offering by argenx SE consisting of (i) a public offering in the United States of America; and (ii) a concurrent private placement in the European Economic Area (the EEA) of up to 3,658,515 ordinary shares (which may be in the form of ADSs representing ordinary shares) (collectively, the Offering). In connection with the Offering, argenx SE has granted the underwriters in the Offering a 30-day option to purchase up to an additional 548,777 new ordinary shares (which may be in the form of ADSs representing ordinary shares), or the optional shares, representing 15% of the ordinary shares (which may be in the form of ADSs representing ordinary shares) sold in the Offering, to cover over allotments of ordinary shares (which may be in the form of ADSs representing ordinary shares), if any. This option can be exercised during the 30-day period commencing May 27, 2020. The ADSs are currently listed on The Nasdaq Global Select Market under the symbol ARGX. The existing ordinary shares are listed on the regulated market of Euronext Brussels under the symbol ARGX.

An application will be made for the admission to listing and trading of 3,658,515 new ordinary shares on Euronext Brussels. It is expected that the Listing of the new ordinary shares will occur on or about June 1, 2020. If the over-allotment option will be exercised, an application will be made for the admission to listing and trading of the optional shares on Euronext Brussels. argenx SE and Euronext Brussels do not accept any responsibility or liability with respect to any person as a result of the withdrawal of the Listing or the (related) annulment of any transaction in the new ordinary shares on the regulated market of Euronext Brussels.

This document constitutes a securities note for the purposes of Regulation 2017/1129 of the European Parliament and of the Council of the European Union (as amended, the Prospectus Regulation). This Securities Note has been filed with and approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the AFM).

This Securities Note is to be read in conjunction with the following documents (all of which are available on our website):

  • the universal registration document in relation to the financial year of argenx SE ended on December 31, 2019, as approved by the AFM on March 31, 2020, including the amendment thereto dated May 28, 2020 which was approved by the AFM on May 28, 2020 (the Universal Registration Document or the Registration Document); and

  • the Summary to the Prospectus (as defined below), as approved by the AFM on May 28, 2020 (the Summary).

The Securities Note, together with the Universal Registration Document and the Summary constitutes a listing prospectus (the Prospectus) for the purposes of article 3 of the Prospectus Regulation. The approved Prospectus will be notified by the AFM to the Belgian Financial Services and Markets Authority (the FSMA) for passporting in accordance with the Prospectus Regulation. The Prospectus shall be valid from the date of approval of this Securities Note by the AFM and shall remain valid for a period of 12 months following such approval of the Securities Note by the AFM.

Investing in the new ordinary shares involves substantial risks and uncertainties. An investor is exposed to the risk to lose all or part of his investment. Before making any investment in the new ordinary shares, an investor must read the entire document together with the Universal Registration Document and in particular Part I "Risk Factors" of the Universal Registration Document consisting of (i) Risk Factors Related to Our Financial Position and Need for Additional Capital (at page 8 and 9 of the Universal Registration Document), (ii) Risk Factors Related to the Development and Clinical Testing of Our Product Candidates (from page 9 to 13 of the Universal Registration Document), (iii) Risk Factors Related to Commercialization of Our Product Candidates (from page 14 to 18 of the Universal Registration Document), (iv) Risk Factors Related to Our Business and Industry (from page 19 to 23 of the Universal Registration Document), (v) Risk Factors Related to Our Dependence on Third Parties (from page 24 to 27 of the Universal Registration Document), (vi) Risk Factors Related to Intellectual Property (from page 28 to 35 of the Universal Registration Document), and (vii) Risk Factors Related to Our Organization and Operations (from page 35

to 37 of the Universal Registration Document). The above page numbers refer to the Universal Registration Document as dated March 31, 2020 which is available on our website. Certain amendments to these risk factors were made as part of the amendment to the Universal Registration Document dated May 28, 2020.

Our main assets are intellectual property rights concerning technologies that have not led to the commercialization of any product. We have never been profitable and we have never commercialized any products.

Securities Note dated May 28, 2020

CONTENTS

PART

PAGE

PART 1 RISK FACTORS ........................................................................................................................ 1

PART 2 IMPORTANT INFORMATION ................................................................................................ 7

PART 3 CAPITALIZATION AND INDEBTEDNESS ......................................................................... 11

PART 4 WORKING CAPITAL STATEMENT .................................................................................... 12

PART 5 DILUTION ............................................................................................................................... 13

PART 6 DESCRIPTION OF SHARE CAPITAL AND GROUP STRUCTURE .................................. 14

PART 7 TAXATION ............................................................................................................................. 18

PART 8 INFORMATION CONCERNING THE NEW ORDINARY SHARES TO BE ADMITTED

TO TRADING .......................................................................................................................... 37

PART 9 USE OF PROCEEDS ............................................................................................................... 45

PART 10 RECENT DEVELOPMENTS AND TRENDS ...................................................................... 46

PART 11 INDEPENDENT AUDITORS ............................................................................................... 47

PART 12 INFORMATION INCORPORATED BY REFERENCE ...................................................... 48

PART 1 RISK FACTORS

Our shareholders and prospective shareholders should carefully consider the risk factors set out in the Universal Registration Document and in this Securities Note, together with the other information contained in the Universal Registration Document and in this Securities Note. Any of the following risks, individually or together, could adversely affect our business, financial condition and results of operations and, accordingly, the value of the new ordinary shares. The occurrence of any of the events or circumstances described in the risk factors, individually or together with other circumstances, could have a material adverse effect on the business, results of operations, financial condition and prospects of the Company.

In accordance with the Prospectus Regulation and accompanying delegated regulations, guidelines and recommendations, the risks set out below have been limited to those risks which are (i) known to the Company, (ii) which the Company considers specific to the Company and (iii) which the Company considers material to its business, its financial condition and/or results of operations. The disclosure of risks in this Securities Note may not meet the requirements of risk disclosure applicable in other jurisdictions.

The risks and uncertainties described below are those that we believe are material, but these risks and uncertainties may not be the only ones that we face. Additional risks and uncertainties, being those that we currently do not know about or deem immaterial may also result in decreased revenues, assets and cash inflows, increased expenses, liabilities or cash outflows, or other events that could result in a decline in the value of the new ordinary shares or which could have a material adverse effect on our business, financial condition, results of operations and future prospects. For an overview of the risks relating to our financial position and need for additional capital, the risks relating to the development, clinical testing and commercialization of our product candidates, the risks relating to our business and industry, the risks relating to our dependence on third parties, the risks relating to our intellectual property, and the risks related to our organization and operations, reference is made to Part I "Risk Factors" of the Universal Registration Document.

Risks relating to the Offering and our ordinary shares

Risks relating to the Offering

The price of our ordinary shares may be volatile and may fluctuate due to factors beyond our control. An active public trading market may not be sustained.

New ordinary shares, including in the form of ADSs, purchased in the Offering may not be able to be sold by an investor at or above the price of the Offering. The trading price of the ADSs and ordinary shares has fluctuated, and is likely to continue to fluctuate, substantially. The trading price of the ADSs and ordinary shares depends on a number of factors, including market and industry factors and those factors listed below, many of which are beyond our control and may not be related to our operating performance. In addition, although the ADSs are listed on The Nasdaq Global Select Market and our ordinary shares are listed on the regulated market of Euronext Brussels, we cannot assure you that a trading market for those securities will be maintained.

Since ADSs were sold at our initial U.S. public offering in May 2017 at a price of $17.00 per ADS, the price per ADS has ranged as low as $17.33 and as high as $165.23 through May 22, 2020. During this same period, ordinary share prices have ranged from as low as €15.48 to as high as 151.80. The market price of our ADSs and ordinary shares may fluctuate significantly due to a variety of factors, many of which are beyond our control, including:

  • positive or negative results of testing and clinical trials by us, strategic partners or competitors;

  • delays in entering into strategic relationships with respect to development or commercialization of our product candidates or entry into strategic relationships on terms that are not deemed to be favorable to us;

  • technological innovations or commercial product introductions by us or competitors;

  • changes in government regulations;

  • developments concerning proprietary rights, including patents and litigation matters;

  • public concern relating to the commercial value or safety of any of our product candidates; 1|

  • financing or other corporate transactions;

  • publication of research reports or comments by securities or industry analysts;

  • general market conditions in the pharmaceutical industry or in the economy as a whole;

  • price and volume fluctuations attributable to inconsistent trading volume levels of the ADSs and/or ordinary shares; or

  • other events and factors, many of which are beyond our control.

These and other market and industry factors may cause the market price and demand for our securities to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from readily selling their ordinary shares and may otherwise negatively affect the liquidity of our ADSs and ordinary shares. In addition, the stock market in general, and biopharmaceutical companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies.

Future sales, or the possibility of future sales, of a substantial number of our securities could adversely affect the price of our securities and dilute shareholders.

Pursuant to lock-up agreements entered into in the context of the Offering, we, our directors and officers have agreed to restrictions on our ability, without the prior written consent of J.P. Morgan Securities LLC and Cowen and Company, LLC, to issue, sell or transfer ordinary shares or ADSs, during the period ending 60 days after the date of the underwriting agreement. J.P. Morgan Securities LLC and Cowen and Company, LLC, in their sole discretion and at any time may waive such restrictions on issuances, sales or transfers. Following the expiration of such lock-up period or the waiver of such provisions by J.P. Morgan Securities LLC and Cowen and Company, LLC, the market price of the ordinary shares or ADSs could decline if a substantial number of ordinary shares or ADSs is sold by argenx SE, its directors and officers or if there is an anticipation in the market that such sales could occur. Further detail in relation to the aforementioned lock-up agreements is included at page 41 of this Securities Note.

Additionally, sales of a substantial number of our ADSs and ordinary shares in the public market, or the perception that these sales might occur, could depress the market price of ADSs and ordinary shares substantially and could impair our ability to raise capital through the sale of additional equity securities. We are also unable to predict or control the effect that such sales may have on the prevailing market price of our ordinary shares.

We have broad discretion in the use of the net proceeds from the Offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds from the Offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our ADSs and ordinary shares. Our failure to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our ADSs and ordinary shares to decline and delay the development of our product candidates. Pending their use, we may invest the net proceeds from the Offering in a manner that does not produce income or that loses value.

If you purchase ADSs or ordinary shares in the Offering, you will suffer immediate dilution of your investment.

The public offering price of the ADSs and ordinary shares is substantially higher than the as adjusted net tangible book value per ADS and ordinary share, respectively, after the Offering. Therefore, if you purchase ADSs or ordinary shares in the Offering, you will pay a price per ADS or ordinary share that substantially exceeds our as adjusted net tangible book value per ADS or ordinary share, respectively, after the Offering. Based on the public offering price of $205.00 (€ 186.52) per ADS/ordinary share, you will experience immediate dilution of $165.91 (€150.95) per ADS or ordinary share, representing the difference between our as adjusted net tangible book value per ADS or ordinary share after giving effect to this offering and the public offering price per ADS or ordinary share in the Offering. To the extent outstanding options are exercised, you will incur further dilution.

2|

Disclaimer

arGEN-X SE published this content on 28 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 June 2020 14:23:39 UTC

Copier lien
Latest news on ARGENX SE
08/04
07/30
07/30
06/24
06/24