NANOBIOTIX launches capital increase by means of an accelerated bookbuild offering
NANOBIOTIX LAUNCHES CAPITAL INCREASE BY MEANS OF AN ACCELERATED BOOKBUILD OFFERING
Paris, France and Cambridge, Massachusetts, October 30, 2017 - NANOBIOTIX (the " Company ") (Euronext: NANO - ISIN: FR0011341205), a late clinical-stage nanomedicine company pioneering new approaches to the treatment of cancer, intends to issue up to 1,941,789 new shares (" New Shares "), representing approximately 11% of the Company's issued share capital, by means of an accelerated bookbuild offering (the " Offering ").
The New Shares would be issued through a capital increase without shareholders' pre-emptive rights pursuant to the 27th resolution of the extraordinary general meeting of the shareholders of the Company held on June 14, 2017 and in accordance with Article L. 225-138 of the French commercial code. The capital increase would be reserved for a category of investors defined in the 27th resolution, namely no more than 25 companies or investment funds, (a) investing mainly, or having invested more than €5 million during the 36 months preceding the capital increase in question, in mid cap growth companies in the health or biotechnology's industry, and (b) each subscribing to the Offering for an amount of at least €100,000 (including issue premium).
The accelerated bookbuild offering will commence with immediate effect and is expected to end before markets open tomorrow, subject to acceleration or extension. The Company will announce the results of the Offering as soon as possible after closing of the bookbuilding in a subsequent press release. Settlement of the New Shares and the New Shares' admission to trading on Euronext Paris is expected to occur on November 2, 2017.
The net proceeds of the Offering will be used to finance Nanobiotix top priorities:
Prepare and execute the first U.S.-based trial to evaluate its lead product, NBTXR3, in combination with immune checkpoint inhibitors,
Continuation of the head and neck cancer clinical development, and
Market preparations for NBTXR3's launch on the European market.
The Offering is open to institutional investors in France and elsewhere outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933 (the " Securities Act ") and to "qualified institutional buyers" in the United States as defined in Rule 144A under the Securities Act.
The number of shares issued by the Company over the last 12 months, including the New Sales, represents less than 20% of the current share capital of the Company. Therefore, no prospectus to be approved by the French financial markets authority ( Autorité des marchés financiers ) is required.
Jefferies is acting as Sole Global Coordinator, and together with Cowen and Gilbert Dupont as Joint Bookrunners, in the Offering.
In relation to the Offering, the Company has agreed with the Joint Bookrunners to a 90-days standstill period on future share issuances, subject to (i) the issuance of shares pursuant to the Offering, (ii) waiver by the Joint Bookrunners, and (iii) customary exceptions. The Company's management board members and supervisory board members agreed with the Joint Bookrunners to a 90-days lock-up on future share disposals, subject to (i) waiver by the Joint Bookrunners and (iii) customary exceptions.
The Company draws the public's attention to the risk factors related to the Company and its activities presented in section 1.5 of the registration document ( document de référence ) filed with the French financial markets authority under number D.17-0470 on April 28, 2017, which is available free of charge on the websites of the Company (www.nanobiotix.com) and/or the French financial markets authority (www.amf-france.org).
First market approval in Europe, CE marking - end 2017
First set of liver PI/II trial data (primary and metastasis) to be presented - end 2017
IND of the U.S.-based trial to evaluate NBTXR3, in combination with immune checkpoint inhibitors - H1 2018 (as per net proceeds of the Offering)
Presentation of the results of PII/III STS, after last patient has been treated and the analysis is completed - H1 2018
Interim update on the expansion cohort from head and neck cancer PI/II trial with elderly patients- mid-2018 (as per net proceeds of the Offering)
Additional news on other clinical trials and programs (including prostate PI, Immuno Oncology preclinical programs) - 2018
About NANOBIOTIX: www.nanobiotix.com
Nanobiotix (Euronext: NANO / ISIN: FR0011341205) is a late clinical-stage nanomedicine company pioneering novel approaches for the treatment of cancer. The Company's first-in-class, proprietary technology, NanoXray, enhances radiotherapy energy with a view to providing a new, more efficient treatment for cancer patients.
NanoXray products are compatible with current radiotherapy treatments and are meant to treat potentially a wide variety of solid tumors including soft tissue sarcoma, head and neck cancers, liver cancers, prostate cancer, breast cancer, glioblastoma, etc., via multiple routes of administration.
NBTXR3 is being evaluated in: soft tissue sarcoma (STS), head and neck cancers, prostate cancer, and liver cancers (primary and metastases). Additionally, head and neck cancer and rectal cancer trials led by Nanobiotix's Taiwanese partner, PharmaEngine, are underway in the Asia Pacific region. The Company filed in August 2016 for market approval (CE Marking) in Europe for its lead product NBTXR3.
In 2016 the Company started a new preclinical research program in Immuno-oncology with its lead product NBTXR3, which could have the potential to bring a new dimension to cancer immunotherapies.
Nanobiotix is listed on the regulated market of Euronext in Paris (ISIN: FR0011341205, Euronext ticker: NANO, Bloomberg: NANO: FP). The Company's Headquarters is based in Paris, France, with a U.S. affiliate in Cambridge, MA.
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In France, the offer of Nanobiotix shares described above will take place solely as a placement, in accordance with Article L. 225-138 of the "Code de commerce" and applicable regulations. The offering does not constitute a public offering in France, as defined in Article L. 411-1 of the "Code monétaire et financier" and no prospectus reviewed or approved by the Autorité des marchés financiers will be published.
With respect to Member States of the European Economic Area that have transposed European Directive 2003/71/EC of the European Parliament and European Council (as amended, in particular by Directive 2010/73/EU to the extent that the said Directive has been transposed into each Member State of the European Economic Area) (the " Prospectus Directive "), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release which would require the publication of a prospectus in any Member State.
This press release is being distributed only to, and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the " Order "), and (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
This press release and the information it contains is not an offer to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, shares of Nanobiotix in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. Nanobiotix does not intend to register securities or conduct a public offering in the United States, or in any other jurisdiction.
This distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
This press release has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of any of Jefferies International Limited (" Jefferies "), Cowen (" Cowen "), Société de bourse Gilbert Dupont S.N.C. (" Gilbert Dupont ") or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this press release and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this press release is subject to verification, correction, completion and change without notice.
Jefferies, Cowen and Gilbert Dupont are acting exclusively for the Company and no one else in connection with the Offering and will not regard any other person (whether or not a recipient of this press release) as their client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their client nor for providing advice in relation to the proposed offering. Jefferies is authorised and regulated by the Financial Conduct Authority in the United Kingdom.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: NANOBIOTIX via GlobeNewswire
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