DGAP-News: Joh. Berenberg, Gossler & Co. KG / Key word(s): Disposal
Alychlo has successfully completed the sale of shares in Mithra Pharmaceuticals
2021-03-31 / 22:24
The issuer is solely responsible for the content of this announcement.
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NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
Alychlo has successfully completed the sale of shares in Mithra Pharmaceuticals
Regulated information
Merelbeke, Belgium - 31 March 2021
Alychlo N.V. ("Alychlo") announces the successful completion of the sale of 1.57 million existing ordinary shares (the
"Shares") of Mithra Pharmaceuticals SA ("Mithra"), corresponding to total proceeds of c. EUR40 million, by means of a
private placement via an accelerated bookbuild offering ("Private Placement"), that was launched earlier today. This
represents c. 3.7% of Mithra's current outstanding share capital. The Shares have been placed at a price of EUR25.50 per
share. Following the Private Placement, Alychlo, together with Marc Coucke, will hold approximately 11.5% of Mithra's
current outstanding share capital.
Settlement is expected to take place on 7 April 2021.
In the context of the Private Placement, Alychlo has agreed to a lock-up undertaking in relation to its residual
holding in Mithra ending 180 days after the closing date, subject to customary exceptions.
Joh. Berenberg, Gossler & Co. KG acted as Sole Global Coordinator and Bookrunner on the transaction, and Belfius Bank
NV/SA acted as Co-Bookrunner.
The information was submitted for publication by Joh. Berenberg, Gossler & Co. KG on behalf of Alychlo.
IMPORTANT LEGAL INFORMATION
This announcement is being furnished to you solely for your information and may not be reproduced or redistributed, in
whole or in part, to any other person. The material set forth herein is for informational purposes only, does not
purport to be full or complete, and does not constitute (i) an offer to sell or purchase, or an announcement of a
forthcoming offer to sell or purchase, or (ii) a solicitation to sell or purchase, or an announcement of a forthcoming
solicitation to sell or purchase, any securities in the United States, Canada, Australia, Japan, South Africa or in any
other jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation prior to registration, exemption from registration, or qualification under, the
securities laws of such jurisdiction.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as
amended (the "US Securities Act"), or under any other applicable securities laws or with any securities regulatory
authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, transferred
or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the US Securities Act and applicable state securities
laws. No public offering of securities has been or will be made in the United States or in any other jurisdiction.
Persons into whose possession this communication comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such
jurisdiction.
In relation to the EEA, the offering in this announcement is only addressed to, and is only directed at, (i) "qualified
investors" within the meaning of Article 2(e) of the Prospectus Regulation or pursuant to other applicable private
placement exemptions. In relation to the United Kingdom, the offering in this announcement is only addressed to, and is
only directed at, "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation amended and
transposed into the laws of the United Kingdom law by virtue of the European Union (Withdrawal) Act of 2018 and the
European Union (Withdrawal Agreement) Act 2020 (the "UK Prospectus Regulation"); (ii) persons who have professional
experience in matters relating to investments falling within the definition of "investment professionals" in Article 19
(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (iii)
"high net worth companies, unincorporated associations, etc." falling within Article 49(2)(a) to (d) of the Order; or
(iv) any other person to whom it may otherwise lawfully be communicated.
Joh. Berenberg, Gossler & Co. KG and Belfius Bank NV/SA ("Managers") are acting for Alychlo NV and no one else in
relation to the intended transaction, and will not be responsible to anyone other than Alychlo NV for providing the
protections offered to their respective clients nor for providing advice in relation to the intended transaction.
The Managers have informed Alychlo NV that the following information is intended for distributors only. The information
is provided by the Managers and Alychlo NV does not assume responsibility for it.
Solely for the purposes of the product governance requirements of EU Directive 2014/65/EU on markets in financial
instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; (c) local implementing measures and (d) Chapter 3 of the FCA Handbook Product Intervention and
Product Governance Sourcebook (together the "Product Governance Requirements"), the Managers have informed Alychlo NV
that they have submitted the Shares to a product approval process, which has determined that the Shares are: (i)
compatible with an end target market of retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook or MiFID
II; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and
investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection;
and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Offer. For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of
the FCA Handbook Conduct of Business Sourcebook or MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with respect to the securities.
Each distributor is responsible for undertaking its own target market assessment in respect of such securities and
determining appropriate distribution channels.
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2021-03-31 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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(END) Dow Jones Newswires
March 31, 2021 16:25 ET (20:25 GMT)
