Biotalys announces Closing of Private Placement
Information on the total number of voting rights and
shares
Ghent, BELGIUM, Oct. 16, 2024 (GLOBE NEWSWIRE)
-- Press Release
Regulated information
Biotalys NV (Euronext Brussel : BTLS) (the
“Company” or “Biotalys”), an Agricultural Technology (AgTech)
company developing protein-based biocontrol solutions for
sustainable crop protection, today announced the closing of its
previously announced private placement of 5,300,352 new shares
(being approximately 16.5% of the Company’s shares outstanding
prior to the transaction) at an issue price of EUR 2.83 per share
representing a discount of 10% compared to the volume weighted
average price of the Company’s share on Euronext Brussels during
the period of 30 days from (and including) 11 September 2024 till
(and including) 10 October 2024.
The new shares are listed on Euronext Brussels
since 16 October 2024. These new shares have the same rights and
benefits as, and rank pari passu in all respects with, the existing
and outstanding shares of Biotalys at the moment of their
issuance.
KBC Securities NV, Belfius Bank NV/SA in
cooperation with Kepler Cheuvreux SA, and Coöperatieve Rabobank
U.A. acted as Joint Global Coordinators of the private
placement.
Information on the total number of
voting rights and shares
In view hereof, and in accordance with article
15 of the Belgian Act of 2 May 2007 on the disclosure of major
shareholdings (the “Belgian Act”), that the
outstanding share capital and outstanding voting securities of the
Company can be summarised as follows:
- Share capital: EUR
5,538,755.50 EUR
- Total number of
securities carrying voting rights: 37,457,562 (all ordinary
shares)
- Total number of
voting rights (= denominator): 37,457,562 (all relating to ordinary
shares)
- Number of rights to
subscribe for securities carrying voting rights not yet issued:
- 1,989,400 “ESOP
Warrants”, entitling their holders to subscribe for a total number
of 1,989,400 profit certificates which will, if and when issued,
automatically convert into a total number of maximum 994,698
securities carrying voting rights (all ordinary shares)
- 1,013,352 “ESOP IV
Warrants”, entitling their holders to subscribe for a total number
of maximum 1,013,352 securities carrying voting rights (all
ordinary shares).
- 84.746 “ESOP V Warrants”, entitling their holders to subscribe
for a total number of maximum 84.746 securities carrying voting
rights (all ordinary shares).
- 23,926 share units,
awarded in aggregate to the independent directors of the Company in
the framework of its remuneration policy. Each share unit
contains the obligation – subject to vesting of all share units –
to subscribe to one new share of the Company at an issue price of
one EUR per share-unit. Cash settlement is possible. The
conditions of the share units are described in the remuneration
policy of the Company.
- The Company has no
outstanding convertible bonds or non-voting shares.
Pursuant to the Belgian Act, a notification to
the Company and the Belgian Financial Services and Markets
Authority (FSMA) is required by all natural and legal persons in
each case where the percentage of voting rights attached to the
securities held by such persons in the Company reaches, exceeds or
falls below the threshold of 5%, 10%, and every subsequent multiple
of 5%, of the total number of voting rights in the Company.
About Biotalys
Biotalys is an Agricultural Technology (AgTech)
company developing protein-based biocontrol solutions for the
protection of crops and aiming to provide alternatives to
conventional chemical pesticides for a more sustainable and safer
food supply. Based on its novel AGROBODY™ technology platform,
Biotalys is developing a strong and diverse pipeline of effective
product candidates with a favorable safety profile that aim to
address key crop pests and diseases across the whole value chain,
from soil to plate. Biotalys was founded in 2013 as a spin-off from
the VIB (Flanders Institute for Biotechnology) and has been listed
on Euronext Brussels since July 2021. The company is based in the
biotech cluster in Ghent, Belgium. More information can be found on
www.biotalys.com.
For further information, please
contact:
Toon Musschoot, Head of IR &
Communication
T: +32 (0)9 274 54 00
E: IR@biotalys.com
Important notices
This announcement is for informational purposes
only and is directed only at persons who are located outside the
United States. This announcement does not constitute an offer to
sell or the solicitation of an offer to buy shares or any other
security and shall not constitute an offer, solicitation or sale in
the United States or in any jurisdiction in which, or to any
persons to whom, such offering, solicitation or sale would be
unlawful. The shares have not been, and will not be, registered
under the U.S. Securities Act or the securities laws of any state
of the United States or any other jurisdiction, and may not be
offered or sold within the United States, or to, or for the account
or benefit of, U.S. persons, except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the U.S. Securities Act and applicable state or local securities
laws. Accordingly, the shares are being offered and sold (i) in the
United States only to qualified institutional buyers in accordance
with Rule 144A under the U.S. Securities Act and (ii) in “offshore
transactions” to non-U.S. persons outside the United States in
accordance with Regulation S under the U.S. Securities Act. There
is no assurance that the offering will be completed or, if
completed, as to the terms on which it will be completed.
This announcement has been prepared on the basis
that any offer of the shares in any Member State of the European
Economic Area (the “EEA”) is or will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
publish a prospectus for offers of the shares. The expression
“Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended
or superseded) any implementing measure in each relevant Member
State of the EEA.
This announcement is only addressed to and
directed at persons in Member States of the EEA who are "qualified
investors" within the meaning of Article 2(e) of the Prospectus
Regulation, or such other investors as shall not constitute an
offer to the public within the meaning of Article 3.1 of the
Prospectus Regulation.
The offer, sale and admission to trading of the
shares will be made pursuant to an exception under the Prospectus
Regulation from the requirement to produce a prospectus for offers
or admissions to trading of securities. This press release does not
constitute a prospectus within the meaning of the Prospectus
Regulation or an offer to the public.
The distribution of this press release into
certain jurisdictions may be restricted by law. Persons into whose
possession this announcement comes should inform themselves about
and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the laws of any such
jurisdiction.
Biotalys, its business, prospects and financial
position remain exposed and subject to risks and
uncertainties. A description of and reference to these risks
and uncertainties can be found in the annual report on the
consolidated annual accounts published on the company’s
website.
This announcement contains statements which are
"forward-looking statements" or could be considered as such. These
forward-looking statements can be identified by the use of
forward-looking terminology, including the words ‘aim’, 'believe',
'estimate', 'anticipate', 'expect', 'intend', 'may', 'will',
'plan', 'continue', 'ongoing', 'possible', 'predict', 'plans',
'target', 'seek', 'would' or 'should', and contain statements made
by the company regarding the intended results of its strategy. By
their nature, forward-looking statements involve risks and
uncertainties and readers are warned that none of these
forward-looking statements offers any guarantee of future
performance. Biotalys’ actual results may differ materially from
those predicted by the forward-looking statements. Biotalys makes
no undertaking whatsoever to publish updates or adjustments to
these forward-looking statements, unless required to do so by
law.
- Biotalys PIPE Closing Press Release 16 October 2024 (ENG)
- Biotalys PIPE Closing persbericht 16 oktober 2024 - NED
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