NH TherAguix complies with the eligibility criteria for PEA-PME equity savings plans specified by the provisions of Articles L.-221-32-2 and D.221-113-5 et seq. of the French Monetary and Financial Code. As a result, NH TherAguix's shares can be fully integrated into equity savings plans (PEAs) as well as PEA-PME accounts which enjoy the same tax benefits as traditional PEAs*.
Availability of the Prospectus
Copies of the Prospectus approved by the AMF on 27 September 2021 under number 21-416 are available free of charge upon request from the Company and can also be consulted on the websites of the AMF (https://www.amf-france.org) and NH TherAguix (https://investir.nhtheraguix.com). Approval of the Prospectus should not be considered as a favourable opinion on the securities offered or admitted for trading on the Euronext Growth market in Paris.
The risks associated with pursuing the effective progress of AGuIX(R)'s clinical development, and more generally the risk factors to which the Company is exposed are presented in Chapter 3 "Risk Factors" of the Registration Document and in Section 3 "Risk factors related to the Offering" in the Securities Note. The occurrence of one or more of these risks is liable to have a significant adverse impact on the activities, assets, financial position, results or outlook of NH TherAguix, as well as on the market price of the Company's shares.
Financial intermediaries and advisers
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MAIN TERMS OF THE TRANSACTION ? SHARE CAPITAL BEFORE THE ISSUE
A public limited company (société anonyme) with a board of directors, with share capital of EUR244,081.00 divided into 6,102,025 shares with a par value of EUR0.04 each. ? CHARACTERISTICS OF THE SHARES
-- Title: NH TherAguix
-- Ticker: ALNHT
-- ISIN: FR0013105954
-- Listing market: Euronext Growth Paris
-- ICB classification: 20103010 - Biotechnology
-- LEI: 9695007Z8UJ5AFRZQN66
-- Eligible for the PME-ETI equity savings plan ? INDICATIVE PRICE RANGE
Between EUR15.50 and EUR18.90 per new share. This information is provided for information purposes only and is in no way indicative of the price of the Offering, which may be set outside this indicative range. ? INITIAL SIZE OF THE OFFERING
The Offering will be made by placing on the market 1,744,187 new shares to be issued, which may be increased to 2,005,815 new shares in the event of full exercise of the extension clause and 300,872 additional new shares in the event of full exercise of the overallotment option, i.e. a maximum of 2,306,687 shares offered in the event of full exercise of the extension clause and the overallotment option. ? GROSS TRANSACTION AMOUNT
Approximately EUR30 million, which may be increased to approximately EUR34.5 million in the event of full exercise of the extension clause and approximately EUR39.7 million in the event of full exercise of both the extension clause and the overallotment option (based on the midpoint of the indicative price range of the Offering, i.e. EUR17.20). ? NET PROCEEDS FROM THE OFFERING
Approximately EUR27.2 million, which may be increased to approximately EUR31.4 million in the event of full exercise of the extension clause and approximately EUR36.3 million in the event of full exercise of both the extension clause and the overallotment option (based on the midpoint of the indicative price range of the Offering, i.e. EUR17.20). ? STRUCTURE OF THE OFFERING
The offered shares will be distributed as part of a global offering (the "Offering"), comprising:
-- An offering to the public in France in the form of an open-price offering, mainly intended for privateindividuals (the "Open-Price Offering" or "OPO"), where:? the orders will be broken down according to the number of shares requested: A1 order fraction (from 1share up to 250 shares) and A2 order fraction (over 250 shares); ? the A1 order fractions will receive preferential treatment relative to the A2 order fractions in theevent that all orders cannot not be entirely satisfied.
-- A global placement mainly intended for institutional investors (the "Global Placement"), comprising:? a placement in France; ? an international private placement in certain countries, excluding in particular the United States ofAmerica, Japan, Canada and Australia; and ? a private placement in the United States for a limited number of qualified institutional buyers asdefined in Rule 144A of the U.S. Securities Act of 1933 (as amended) (the "Securities Act"), in the context ofthe exemption of private placements from the registration provisions pursuant to Article 4(a)(2) of theSecurities Act.
If permitted by the request expressed under the OPO, the number of shares allocated in response to orders issued under the OPO will be at least equal to 10% of the number of shares offered under the Offering (before any exercise of the extension clause and the overallotment option). ? LOCK-UP COMMITMENTS AND CONSERVATION
Company lock-up agreement: 180 calendar days following the settlement/delivery date of the Offering, subject to certain exceptions.
Commitment by the Company's shareholders to hold on to their shares: all shareholders and holders of securities giving access to the Company's share capital shall make a commitment to the joint bookrunners to conserve the shares they hold on the date on which the Offering Price is set for a period of 270 calendar days following the settlement-delivery date of the Offering, subject to certain usual exceptions. ? SUBSCRIPTION COMMITMENTS
FPCI InnoBio 2, represented by Bpifrance Investissement, FCPI Arbevel Life Sciences Crossover I, represented by Financière Arbevel, and FCPI Supernova 2, represented by Supernova Invest, have each committed to place a subscription order in the order book for a maximum amount of EUR3.00 million, EUR2.35 million and EUR1.50 million respectively. In addition, Guerbet, a French company with international expertise in medical imaging (diagnostic and interventional) and listed on Euronext Paris, has made a commitment to place an order of EUR3.00 million in the order book. These orders, which therefore represent 32.8% of the gross proceeds of the Offering (if the Offering is 100% subscribed and excluding the exercise of the extension clause and the overallotment option) are intended to be served in priority and in their entirety, subject to reduction in accordance with usual allocation principles (mainly if the subscriptions received are way over the number of shares offered).
Guerbet's investment comes as both companies have started to work together on artificial intelligence for clinical trials on pancreatic cancer and glioblastoma, as developed by the Company. Last July, the Company and Guerbet tendered together for State funding (as an Important Project of Common European Interest (IPCEI)) in this area. Regardless of the (limited) chances of obtaining such funding, the agreement signed on 23 September 2021 on Guerbet's subscription commitment suggests that the two companies will discuss the scope of collaboration work on the AGuIX platform and will subsequently negotiate a collaboration agreement to that effect in good faith. ? PROVISIONAL TIMETABLE
27 September -- Approval of the Prospectus by the AMF 2021 28 September -- Start of the open-price offering and the global placement 2021 11 October -- Closing of the open-price offering at 5.00pm Paris time for OTC subscriptions and 8.00pm 2021 Paris time for online subscriptions 12 October -- Closing of the global placement at 12:00pm Paris time. 2021 -- Distribution of the press release indicating the results of the Offering 14 October -- Settlement/delivery of the open price offering and the global placement 2021 15 October -- Start of trading on Euronext Growth 2021 -- Start of possible stabilisation period 10 November -- Deadline for exercising the overallotment option 2021 -- End of possible stabilisation period
Information on the planned stock exchange listing of NH TherAguix can be found on:
https://investir.nhtheraguix.com About NH TherAguix (www.nhtheraguix.com)
NH TherAguix is a French biotech company based in Grenoble and created in 2015 by 2 co-founding scientists, Prof. Olivier Tillement (Scientific Advisor of NH TherAguix and Director of the Fennec team, Institute Lumière Matière, University of Lyon 1) and Géraldine Le Duc (CEO of NH TherAguix), after 10 years of preclinical research. The technology of the drug candidate AGuIX(R) is supported by 14 patent families and more than 70 scientific publications. AGuIX(R) is manufactured by partners such as Sanofi and Carbogen. The team currently consists of 13 people and its board of directors is chaired by Hervé Brailly (co-founder and current chairman of the supervisory board of Innate Pharma). The Company is expected to roll out 8 Phase 1b and 2 clinical trials by the end of 2021, of which 3 are already being used and 7 have been approved by the regulatory authorities, with a specific focus on neuro-oncology (brain metastases, glioblastoma), pancreatic and lung cancers and advanced cervical cancer.
Géraldine Le Duc Isabelle Dray Jean-Yves Barbara Chief Executive Officer Press Relations Financial Communication and co-founder firstname.lastname@example.org email@example.com firstname.lastname@example.org
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