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AB SCIENCE Announces the success of a private placement
- EUR 12.0 million raised through a private placement of 764,820 shares with subscription warrants to purchase an additional 191,205 shares attached at a price of EUR 15.69 by way of an accelerated book-building
- Securities subscribed by funds managed by RA Capital Management, a US based healthcare focused asset manager.
Paris, France - April 18, 2016 - 8:00 am
AB Science S.A. (the « Company » or « AB Science »), NYSE Euronext - FR0010557264 - AB), a pharmaceutical company specialized in research, development and commercialization of protein kinase inhibitors (PKIs) announces today the completion of a private placement of new shares with subscription warrants attached (the "Securities") that resulted in gross proceeds for the Company of approximately EUR 12.0 million by accelerated book-building procedure announced on April 17, 2016.
Each Security is composed of one ordinary share and one warrant. The warrants are exercisable for an aggregate of 191,205 additional shares and will be immediately detached from the shares.
The private placement was managed by Chardan Capital Markets as Bookrunner and Lead Placement Agent.
Terms of the private placement
The Company placed a total of 764,820 Securities by means of a capital increase without shareholders' preemptive rights, which represents approximately 2.18% of the outstanding shares prior to the private placement and a dilution of approximately 2.14% for existing shareholders.
Following an accelerated book-building process, the price of the placement was set at EUR 15.69 per share. This price represents a 10% discount to the volume weighted average price of the last five trading days preceding the pricing date, i.e. EUR 17.43. The net proceeds to the Company are estimated to be approximately EUR 12.0 million.
Four warrants will give the right to subscribe to one additional ordinary share of the Company at EUR 15.69 per one warrant share, that is a potential additional dilution of 0.53% for existing shareholders.
The warrants shall be exercisable within a year from their issuance. They will not be listed on Euronext Paris.
The warrants shall be exercisable at EUR 15.69 per ordinary share.
If all the warrants are exercised, the Company would receive an additional EUR 3.0 million of proceeds.
In the context of this private placement, AB Science has agreed on a right of participation (to the benefit of participants in the private placement) for future non-equity line financings for a period of one year.
Use of proceeds
AB Science intends to primarily use the net proceeds from the placement to fund the Company's general needs and finance its clinical development program.
Settlement and listing of the new shares
The settlement of the Securities is expected to take place on April 20, 2016. The settlement is subject to customary closing conditions. The new ordinary shares are expected to be admitted to trade on the regulated market of Euronext Paris under the existing ISIN securities identification code for AB Science's ordinary shares on April 21, 2016. The new ordinary shares, with a par value of EUR 0.01, will be fungible in all respects with AB Science existing ordinary shares. The private placement is not the subject of a prospectus to be approved by the French market regulator (AMF) or any other regulatory authority.
The private placement was conducted in accordance with Article L. 411-2 II of the French Monetary and Financial Code pursuant to the 12th and 13th resolutions of the combined shareholders meeting held on June 22, 2015.
Public Information
Additional information on AB Science, including its business, financials, perspectives and risk factors on its business, activities, and securities can be found in the Company's annual report and half-year report available together with other regulated information about the Company, at the Company's website at (www.ab-science.com).
About AB Science
Founded in 2001, AB Science is a pharmaceutical Company specializing in the research, development and commercialization of protein kinase inhibitors (PKIs), a class of targeted proteins whose action are key in signaling pathways within cells. Our programs target only diseases with high unmet medical needs, often lethal with short term survival or rare or refractory to previous lines of treatment in cancers, inflammatory diseases, and central nervous system diseases, both in human and animal health.
AB Science has developed a proprietary portfolio of molecules and the Company's lead compound, masitinib, has already been registered for veterinary medicine in Europe and in the USA. The Company is currently pursuing thirteen phase 3 studies in human medicine in first-line and second-line GIST, metastatic melanoma expressing JM mutation of c-Kit, multiple myeloma, metastatic colorectal cancer, metastatic prostate cancer, pancreatic cancer, mastocytosis, severe asthma uncontrolled by oral corticosteroid, Alzheimer's Disease, progressive forms of multiple sclerosis, and amyotrophic lateral sclerosis. The Company is headquartered in Paris, France, and listed on Euronext Paris (ticker: AB).
Further information is available on AB Science's website: www.ab-science.com.
This press release contains information related to the markets where AB Science operates and forward-looking statements. Even though the Company believes that this information and forward looking statements are based on current plans and forecasts of AB Science, such forward-looking statements are, by their nature, subject to a number of important risks and uncertainties that could cause actual results to differ materially from the plans, objectives and expectations expressed or implied in such forward-looking statements. A full description of the risks and uncertainties that could affect its results, financials, performance or achievements and thus lead to a change from the forward-looking statements, securities can be found in the Company's annual report and half-year report available at the Company's website (www.ab-science.com).
Disclaimer
In France, the offer of AB Science shares described above will take place solely as a private placement, in accordance with Article L. 411-2 of the of the French Monetary and Financial Code and applicable regulations. The offering does not constitute a public offering in France, as defined in Article L. 411-1 of the French Monetary and Financial Code.
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), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State.
This press release and the information it contains does not, and will not, constitute a public offering to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, shares of AB Science 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 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 certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
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For additional information on AB Science, please contact:
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