Total over-subscription rate over 1.5 times. Shares offered to individual investors oversubscribed more than six times

Transcription

1 PRESS RELEASE La Rochelle, 2 June 2017 VALBIOTIS INITIAL PUBLIC OFFERING RECORDS HUGE SUCCESS Total over-subscription rate over 1.5 times Shares offered to individual investors oversubscribed more than six times A total of 11.5 M was raised during the Global Placement and OPO after full exercise of the extension clause and prior to the exercise of the overallotment option, which is likely to lead to an additional capital increase of 1.7 M at most. The definitive share price was fixed at per share, in the middle of the price range. First trading date on 7 June 2017 VALBIOTIS, a company that specializes in developing innovative nutrition solutions designed to prevent cardiometabolic diseases and provide nutritional support for patients, has announced today the huge success of its initial public offering and the admission of its shares for trading on Alternext Paris (ISIN code: FR and mnemonic code: ALVAL). The total number of requests submitted was 1,466,740 securities, i.e. an overall oversubscription rate of more than 1.5 times. On the global placement, 861,392 securities were requested by 46 investors, i.e. 1x the offer. On the Open Price Offer, 605,348 securities were requested by 3,011 individual investors, i.e. 6.4 times the offer intended for physical persons. In view of the high demand, the Board of Directors of VALBIOTIS, which met today, have decided to fully exercise the extension clause. It has, as part of this, fixed the IPO price at per share, in the middle of the indicative price range having been previously set between 8.93 and per share. VALBIOTIS has granted Portzamparc an over-allotment option, applicable until 1 July 2017, for a maximum of 162,930 new shares, representing a maximum amount of approximately 1.7 M. In total, the number of shares allotted amounted to 1,258,168 new shares, leading to an immediate capital increase of 11.5 million euros (1,095,238 shares issued at 10.50, including 142,857 shares from the full exercise of the extension clause for 15% of the number of shares initially planned, i.e. 952,381 new shares). This is likely to be completed by an additional 1.7 M capital increase if the Over-allotment Option is fully exercised by 1 July 2017 (i.e. the issuance of 162,930 additional new shares). Furthermore, the automatic conversion of convertible bonds issued in March 2017, based on the IPO price reduced by 15%, leads to the creation of 170,498 outstanding new shares. After integrating these two operations, the market capitalization of VALBIOTIS is pegged at 37.3 M based on a capital comprising 3,547,936 shares. The settlement of new shares issued within the Global Placement and the Open Price Offer is scheduled for 6 June The shares will be admitted for trading on the Alternext 1

2 Euronext Paris market, from 7 June 2017, using continuous trading, under the ISIN code FR and the mnemonic code ALVAL. A liquidity agreement with the investment company Portzamparc will be implemented at the latest before the end of the stabilization period, which begins on 2 June and ends on 1 July During the initial public offering, Sébastien Peltier, Chairman of the VALBIOTIS Board of Directors, said: "We are very proud to announce today the success of our initial public offering on Alternext, and we sincerely thank all our stockholders and investors, both in France and across the world, as well as physical persons and institutions for their trust and support. This decisive step forward and the funds raised will enable VALBIOTIS to accelerate the various pre-clinical and clinical programs geared towards obtaining a European health claim relating to the reduction of a type 2 diabetes risk factor for our first product Valedia. This claim will enable us to position Valedia as the first product in the world to benefit from a health claim for prediabetics. This category of patients represents close to 130 million people on the European and American markets alone. This financial leverage will also enable us to internalize the technical platform as well as associated collaborators, and also intensify the search for partnership with leading manufacturers in the pharmaceutical and/or agro-food industry." Below is the distribution of the capital generated from the operation (1): Before the Offering After the Offering (1) After the Offering (1) and after potential exercising of the over-allotment option At 162,930 shares Stockholders Number of shares % of capital Number of shares % of capital Number of shares % of capital Indirect investments by board members * % % % Djanka Investissement % % % (company controlled by Sébastien PELTIER) Financière Ejoujon % % % (company controlled by Jocelyn PINEAU) Cafidel % % % (company controlled by Philippe CHARIER) Financial investors (2) % % % SOFIMAC partners % % % Poitou Charentes Innovation ( PCI ) % % % Nestadio % % % FIP Pluriel Atlantique % % % Public 0.00% % % TOTAL % % % *Board members not linked by concerted action 1) Excluding the over-allotment option but after taking into consideration the creation of 170,478 shares from the automatic conversion of convertible bonds issued in March (2)The increase in the number of shares held after the Offering by the financial investors results solely from the automatic conversion of convertible bonds issued in March

3 The main characteristics of the operation Offering pric The Open Price Offer and Global Placement offering price is per share. Offering size and gross proceeds In total, VALBIOTIS is offering a total amount of 13.2 M after fully exercising the extension clause and after eventually exercising the over-allotment option for a maximum of 1.7 M. 1,095,238 new shares have been issued as part of the Offering, i.e. a gross capital increase of 11.5 M. VALBIOTIS has granted Portzamparc an over-allotment option, applicable from 2 June to 1 July 2017 (inclusive), for a maximum of 162,930 new shares, i.e. a maximum amount of approximately 1.7 M. Conversion of convertible bonds Based on the Offering price reduced by 15%, the convertible bonds issued in March 2017 have been converted into 170,498 shares at per share. Market capitalization Based on a share capital comprising 3,547,936 shares, VALBIOTIS has a total market capitalization of 37.2 M. Allocation of securities - Global Placement: 652,820 shares offered have been allotted to institutional investors, i.e. 6.8 M and approximately 68.5% of the total number of securities offered, after taking into account: (i) the immediate capital increase of 1,095,238 shares, including 142,857 shares after the full exercise of the extension clause, representing 15% of the initially envisaged issue amount (i.e. 952,381 shares); and (ii) if the Over-allotment option is exercised, it could lead to an additional capital increase of 162,930 shares by 1 July 2017 at the latest. This would increase the total number of securities offered to 1,258,168 shares, i.e. 132% of the amount previously offered. - Open Price Offer: 605,348 shares offered have been allotted to the public, i.e. 6.4 M and approximately 63.5% of the total number of securities offered after taking account: (i) the immediate capital increase of 1,095,238 shares, including 142,857 shares after the full exercise of the extension clause, representing 15% of the initially envisaged issue amount (i.e. 952,381 shares); and (ii) in case the Over-allotment option is exercised, it could lead to an additional capital increase of 162,930 shares by 1 July 2017 at the latest. This would bring the total number of securities offered to 1,258,168 shares, i.e. 132% of the initial offering amount. 3

4 Calendar for the operation - 2 June 2017: Beginning of stabilization period 6 June 2017: Settlement 7 June 2017: First trading on the Alternext market 1 July 2017: Deadline for exercising the Over-allotment option and end of stabilization period. Characteristics of VALBIOTIS securities Product name: VALBIOTIS ISIN Code: FR Mnemonic code: ALVAL ICB sector: 4573 Biotechnology Trading market: Alternext Euronext Paris PEA-PME Eligible and IR-ISF/TEPA* package * These packages are conditional and based on the limits available Interested persons should contact their financial adviser. PARTNERS IN THE OPERATION Listing Sponsor Leading manager Co-Leading manager Book runner & Book runner Auditor Legal advice Financial Communication Press Relations 4

5 ABOUT VALBIOTIS VALBIOTIS specializes in developing innovative nutrition solutions designed to prevent cardiometabolic diseases and provide nutritional support for patients. Its products are made for manufacturers in the agro-food and pharmaceutical industries. VALBIOTIS particularly focuses on solutions to prevent type 2 diabetes, NASH (nonalcoholic steatohepatitis), obesity and cardiovascular diseases. Valbiotis was founded in La Rochelle in early 2014 and has formed numerous partnerships with top academic centers in France and abroad, including the La Rochelle University, the CNRS and the Clermont Auvergne University located in Clermont-Ferrand, where the company opened a second office. These partnerships have enabled Valbiotis to benefit from strong financial leverage, particularly thanks to experts and technical partners who support its projects. Valbiotis is a member of the BPI Excellence network and received the Innovative Company status accorded by BPI France. Valbiotis has also been awarded Young Innovative Company status and has received major financial support from the European Union for its research programs by obtaining support from the European Regional Development Fund (ERDF). CONTACTS FINANCIAL COMMUNICATION ACTIFIN Stéphane Ruiz / Edouard de Maissin sruiz@actifin.fr / edemaissin@actifin.fr PRESS RELATIONS ALIZE RP Caroline Carmagnol / Wendy Rigal valbiotis@alizerp.com 5

6 Availability of Prospectus Copies of the Prospectus approved by the French Financial Markets Authority on 15 May 2017 under number , comprising a Base Document registered by the French Financial Markets Authority on 5 April 2017 under number I and the Securities Note (including the summary of the Prospectus) are available for free and upon request at the VALBIOTIS head office (40 rue Chef de Baie La Rochelle, France), and on its website ( and on the website of the French Financial Markets Authority ( All information about VALBIOTIS: Warning This press release and the information contained herein do not constitute an offer to sell or buy or a solicitation to sell or buy VALBIOTIS shares. The dissemination, publication or distribution of this press release in certain countries may constitute a violation of legal provisions and regulations in force. Consequently, persons physically present in these countries and in which this press release is disseminated, published or distributed must inform themselves about and comply with these laws and regulations. This press release is a promotional communication and not a prospectus, within the meaning of the Prospectus Directive. This press release is not an offer to sell securities in the United States or in any other jurisdiction. The securities are not registered under the U.S. Securities Act 1933 as modified and cannot be offered or sold in the United States without registration or exemption from the obligation to register securities under the U.S. Securities Act. VALBIOTIS does not intend to register its securities or make an offer in the United States. As regards Member States of the European Economic Area, other than France, having transposed the European Parliament and the Council Directive 2003/71/EC of 4 November 2003 and, where appropriate, amendments to this Directive (the "Prospectus Directive"), no action has been and will be undertaken to permit an offer to sell securities referred to in this press release, making it necessary for VALBIOTIS to publish a prospectus in any of the Member States (other than France). Consequently, the securities cannot and will not be offered in any of the Member States (other than France), except in compliance with the exemptions provided for in article 3(2) of the Prospectus Directive, if they have been transposed in the Member State(s) concerned or in other cases where VALBIOTIS is not required to publish a prospectus under the Prospectus Directive and/or regulations applicable in these Member States. This press release does not contain or constitute an invitation, encouragement or incitement to invest. This press release is intended solely for (1) persons outside the UK; (2) investment professionals who comply with the provisions of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) ( the Order); or (3) high net worth entities, and other persons to whom it may be legally communicated, in accordance with the provisions of Article 49(2)(a) to (d) of the Order (these persons are mentioned in (1), (2) and (3) and are collectively referred to as "authorized persons ). This press release must not be used or invoked by unauthorized persons. Any investment or investment activity in connection with this press release is restricted to authorized persons and may only be carried out by authorized persons. No copy of this press release is, and should be, distributed or sent, directly or indirectly, to the United States, Canada, Japan or Australi 6