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NOT FOR DISTRIBUTION, PUBLICATION, RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
PRESS RELEASE
FINANCING OF 4.5 MILLION EUROS THROUGH THE ISSUE OF CONVERTIBLE BONDS WITH ATTACHED WARRANTS
Paris, France – October 29, 2020
AB Science SA (the “Company” or “AB Science“, Euronext – FR0010557264 – AB) announces today that it has reached an agreement with qualified investors on a loan of 4.5 million euros through the issue of bonds convertible into new ordinary shares (the”GOOSE“) With attached warrants (the”Warrants“And, with the OCA, the”OCABSA“).
90,000 OCABSAs will be issued, for a nominal value of 4.5 million euros. It will strengthen AB Science’s cash position for the development of its clinical research program.
Terms of issue
The delivery of the OCABSA transaction will take place at the latest on 6 November 2020. The board of AB Science has authorized, on 27 October 2020, this issue on the basis of 25th resolution of the shareholders’ meeting of 31 August 2020. OCABSA will be issued through private placement (pursuant to article L. 411-2 of the French Financial and Monetary Code) without preferential subscription right for existing shareholders.
The issue of the OCABSA, the conversion of the OCA into ordinary shares of AB Science and the exercise of the Warrants, as appropriate, will not be subject to any prospectus to be filed with France Financial Markets Authority.
Main terms and conditions of the OCA
90,000 OCAs will be issued at their nominal value of 50 euros each, for a total nominal value of 4.5 million euros.
The OCA will not be listed on Euronext Paris.
The OCA will be freely negotiable. They will accrue within six months of the issue date (the “Maturity Date”) and will accrue 4.0% per annum interest (the “Interest”). Interest will only be payable by AB Science if the OCAs are repaid on the Maturity Date. On the Maturity Date, AB Science will have the option to redeem the OCA (at their nominal value) and the corresponding Interest in cash or ordinary shares of AB Science, based on a price per ordinary share equal to 95% of the weighted volume. average price of AB Science shares during the last three trading days prior to the Expiry Date.
The OCA will automatically be converted into AB Science common stock if AB Science raises, within the next six months, that is. before the Maturity Date, new capital for a minimum amount of € 5.0 million, share premium included (the “Capital increase“). In such event, the OCA will be converted into ordinary shares of AB Science on the basis of a price per ordinary share equal to the subscription price of the ordinary shares issued in connection with the Capital Increase. An early redemption penalty of 234,000 euro will be due to OCA holders (in proportion the number of OCAs held by each of them) by AB Science (the “Penalty“). At the option of AB Science, the Penalty will be paid in cash or in ordinary shares of AB Science.
In any case, the number of common shares that could be issued following any conversion of the OCA will be limited so that AB Science does not exceed the threshold of 20% of Article 1st §5 a) and b) of EU Regulation 2017/1129. The OCA that is not converted under this limit will be refunded in cash. For information only, as of today AB Science can issue 6.6 million new shares without exceeding the aforementioned threshold of 20%.
Main Terms of the Warrants
A mandate will be attached to each OCA. It will be detached from OCABSA immediately after issuance.
The Warrants will not be listed on Euronext Paris.
The Warrants will be freely negotiable and may be exercised from their issue until 31 December 2021 (the “Exercise Period”). Warrants not exercised at the end of the Exercise Period will be void.
Each Warrant will entitle its holder, during the Exercise Period, to subscribe one ordinary share of AB Science. The subscription price of an ordinary share upon exercise of a Warrant will be equal to 12.65 euros.
Ordinary shares issued in relation to OCABSA
The ordinary shares to be issued upon conversion of the OCA or following the exercise of the Warrants will be fungible for all purposes with the existing ordinary shares of AB Science. They will be admitted to trading on the Euronext Paris regulated market with the ISIN code identifying the securities existing for the ordinary shares of AB Science (ISIN code FR0010557264).
Impacts of the issue in terms of liquidity management
AB Science predicts that, based on its cash position as of June 30, 2020 (that is 10.6 million euros) and based on the closing price of the share on 28 October 2020, the issue of the OCA and the exercise of the Warrants will allow AB Science to finance its activities until the second quarter of 2021. AB Science has other financing options that could be implemented in the next 12 months through debt or equity, in order to continue its clinical research program until the marketing authorization of masitinib in human health.
Theoretical impact of the issue (based on the closing price of the share as at 28 October 2020, i.e. € 8.90)
For information, the impact of the issue on the participation of a shareholder who holds 1.0% of the share capital of the Company prior to the issue (calculated on the basis of the number of shares outstanding at the date of publication of this press release and in the hypothesis of conversion into ordinary shares of all OCAs, penalty included) is as follows:
| Share of capital (in%) | ||
| Undiluted base | Diluted base | |
| Before issuance | 1.0% | 1.0% |
| After the issue and after the conversion of the OCA, but before the exercise of the Warrants | 0.990% | 0.992% |
| After the issue, before the conversion of the OCA and after the exercise of the Warrants | 0.988% | 0.991% |
For information purposes, the impact of the issue on the portion of shareholders ‘equity per share (calculated on the basis of the number of shares outstanding at the date of publication of this press release, on the basis of the shareholders’ equity of the Company as at 30 June 2020 and in hypothesis of conversion into ordinary shares of all OCAs, penalty included) is as follows:
| Equity per share (in euros) | ||
| Undiluted base | Diluted base | |
| Before issuance | -0.27 | 1.68 |
| After the issue and after the conversion of the OCA, but before the exercise of the Warrants | -0.17 | 1.74 |
| After the issue, before the conversion of the OCA and after the exercise of the Warrants | -0.15 | 1.75 |
Disclaimer
In France, the offer of the AB Science securities described above will be made exclusively as a private placement, pursuant to Article L. 411-2 of the French Monetary and Financial Code and applicable regulations. The offer does not constitute a public offer in France, as defined in article L. 411-1 of the French Monetary and Financial Code.
As regards the Member States of the European Economic Area which have transposed Directive 2003/71 / EC of the European Parliament and of the Council of 4 November 2003 (as amended in particular by Directive 2010/73 / EU, to the extent that this directive is been implemented in each of the Member States of the European Economic Area), no action has been taken and will not be taken to allow the securities covered by this press release to be offered to the public, making it necessary to publish a prospectus in one of the Member States. .
This press release and the information contained therein do not constitute and will not constitute a public offer to subscribe or sell, or a solicitation of an offer to subscribe or purchase any securities of AB Science in the United States or any other jurisdiction in which they may restrictions apply. Securities may not be offered or sold in the United States without registration or exemption from registration under the US Securities Act of 1933, as amended, and applicable state securities laws. AB Science does not intend to register securities or conduct a public offering in the United States.
This distribution of this press release may be subject to legal or regulatory restrictions in some jurisdictions. Anyone who comes into possession of this press release must inform themselves and comply with these restrictions.
About AB Science
Founded in 2001, AB Science is a pharmaceutical company specializing in the research, development and commercialization of inhibitors of the protein kinase (PKI), a class of targeted proteins whose action is critical in the signaling pathways within cells. Our programs target only diseases with high unmet medical needs, often fatal with short-term survival or rare or refractory to previous line of treatment.
AB Science has developed a proprietary portfolio of molecules and the company’s main compound, masitinib, is already registered for veterinary medicine and is being developed in human medicine in oncology, neurological diseases and inflammatory diseases. The company is headquartered in Paris, France, and is listed on Euronext Paris (ticker: AB).
Further information can be found on the AB Science website: www.ab-science.com.
Forward-Looking Statements – AB Science
This press release contains forward-looking statements. These claims are not historical facts. These statements include projections and estimates, as well as the assumptions on which they are based, statements based on projects, objectives, intentions and expectations regarding financial results, events, operations, future services, product development and their potential or future performance. These forward-looking statements can often be identified by the words “to expect“,”to anticipate“,”to believe“,”intend“,”estimate” or “Plan“as well as other similar terms. While AB Science believes these forward-looking statements to be reasonable, investors are cautioned that these forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict and generally beyond AB Science’s control and which may imply that actual results and events differ materially from those expressed, induced or anticipated in the forward-looking information and statements. These risks and uncertainties include uncertainties relating to the Company’s product development that may not be successful or the authorizations to placing on the market granted by the competent authorities or, more generally, any factor that may affect the marketing capacity of the products developed by AB Science, as well as those developed or identified in public documents filed by AB Science, including those listed in the annual financial report ale and in chapter 4 “Risk factors“of the reference document of AB Science filed with the AMF on November 22, 2016, with number R. 16-078. AB Science disclaims any obligation or commitment to update the information and forward-looking statements, without prejudice to applicable regulations, in particular articles 223-1 et seq. of the AMF General Regulations.
For more information on AB Science, please contact:
AB Science
Financial communication and media relations
[email protected]
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AB Science CP October 2020 VEng VF
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