15 August 2017
Not for distribution in or into the United States of America, Canada, Japan or Australia, except as permitted by applicable law
Sophia Antipolis, France
Nicox S.A. (Euronext Paris: FR0013018124, COX), the international ophthalmic company, today announced a reserved capital increase of ordinary shares of the Company to a specific category of investors. The gross proceeds from the financing are €26.25 million, for a total of 3,500,000 new ordinary shares (the “New Shares“).
The Company intends to use the net proceeds to finance Nicox’s research and development of pipeline candidates, working capital and general corporate purposes.
Main terms of the financing
The share capital increase, by issuance of 3,500,000 New Shares, was reserved for subscription by French or foreign companies or mutual funds investing in the pharmaceutical biotechnology sector (sociétés ou fonds gestionnaires d’épargne collective de droit français ou de droit étranger investissant dans le secteur pharmaceutique/biotechnologique) in accordance with the eighth resolution from the May 30, 2017 extraordinary shareholder meeting.
The subscription price of the New Shares has been set at €7.50 per New Share. The 3,500,000 New Shares will represent approximately 13.6% of the issued share capital of the Company before the capital increase and 12.0% after the capital increase.
The impact of this share capital increase on (i) the stake held in the Company’s share capital by a shareholder holding 1%, (ii) the share of equity (on a consolidated and per-share basis) as at 31 December 2016 as adjusted by capital movements between such date and June 30, 2017 and (iii) the stock price (based on the average of the closing share prices of the last 20 trading days), in each case calculated on a non-diluted and fully diluted basis, i.e. taking into account the issuance of a maximum of 1,566,422 new shares upon (x) exercise of all outstanding warrants and stock options, (y) the definitive acquisition of all free shares outstanding and (z) maturity of the categories B and C Contingent Value Rights granted to the former Aciex shareholders, is as follows:
Share of equity (consolidated and per-share basis)
Before issue of 3,500,000 new shares
After issue of 3,500,000 new shares (non-diluted basis)
After issue of 3,500,000 new shares and of 1,566,422 new shares resulting from outstanding dilutive instruments (fully diluted basis)
Directors and Executive Committee members of Nicox have agreed to certain customary lock-up arrangements with the Placement Agents on the shares they hold in Nicox for a 90-day period.
Listing of New Shares
An application will be made for the admission to listing of the New Shares on Euronext Paris. The settlement-delivery of the New Shares is expected to take place on August 17, 2017.
Risks factors which are likely to have a material effect on Nicox’s business are presented in the 4th chapter of the ‘Document de référence, rapport financier annuel et rapport de gestion 2016’ filed with the French Autorité des Marchés Financiers (AMF) on March 29, 2017, and in the updated and additional risk factors as of August 14, 2017, which are available on Nicox’s website (www.nicox.com).
Guggenheim Securities, LLC acted as lead placement agent for the offering, and Bryan, Garnier & Co acted as co-placement agent.
The 2017 first half results of the Company will now be announced on September 20, 2017