Jefferies International Limited. Sale of Shares (7425Y)
August 23 2018 - 10:44AM
UK Regulatory
TIDMIVA
RNS Number : 7425Y
Jefferies International Limited.
23 August 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
PRESS RELEASE 23 August 2018
Frédéric Cren and Pierre Broqua (together, the "Co-founders")
and Jean Volatier (collectively the "Sellers"), respectively the
Chief Executive Officer, Chief Scientific Officer and Chief
Financial Officer of Inventiva S.A. (the "Company" or "Inventiva"),
announce the sale of 255,000 existing shares in Inventiva (the
"Transaction"), equivalent to up to approximately 1.15% of the
existing share capital and 1.56% of the voting rights of the
Company. Jefferies International Limited (the "Manager") is
managing the Transaction.
The Transaction represents a minor portion of the Sellers'
holdings: comprising 125,000 shares from Frédéric Cren (2.1% of his
total shares), 125,000 shares from Pierre Broqua (3.1% of his total
shares) and 5,000 shares from Jean Volatier (5.9% of his total
shares). The Co-founders will remain the main shareholders of the
Company with Frédéric Cren and Pierre Broqua still holding (i)
acting in concert, 43.91% of Inventiva's share capital and 60.53%
of the voting rights and (ii) individually, 26.46% and 17.44% of
Inventiva's share capital and 36.48% and 24.05% of the voting
rights, respectively.
In relation to the Transaction, the Sellers have agreed to make
no further additional sales of shares in Inventiva for a period of
90 days (the "Lock-up Period") without prior consent from the
Manager. The Lock-up Period excludes shares relating to the call
option agreements entered into with BVF Partners L.P. and
Perceptive Advisors by which Frédéric Cren and Pierre Broqua agreed
to grant a call option on existing shares in the context of the
initial public offering of the Company.
Inventiva will not receive any proceeds from the
Transaction.
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS
FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR
INVESTMENTS IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN
OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS
ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT
AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH
THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
THE OFFER AND SALE OF THE INVENTIVA SHARES BY THE SELLERS IN
FRANCE WILL BE CARRIED OUT THROUGH A PRIVATE PLACEMENT TO QUALIFIED
INVESTORS, IN ACCORDANCE WITH ARTICLE L.411-2 OF THE FRENCH
FINANCIAL AND MONETARY CODE AND OTHER APPLICABLE LAWS AND
REGULATIONS. THERE WILL BE NO PUBLIC OFFERING IN FRANCE.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHICH
HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER
STATE"), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS
DIRECTED EXCLUSIVELY AT PERSONS WHO ARE "QUALIFIED INVESTORS"
WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS
DIRECTIVE" MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO,
INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED
IN A RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION "2010 PD
AMENDING DIRECTIVE" MEANS DIRECTIVE 2010/73/EU.
WITH RESPECT TO THE RELEVANT MEMBER STATES, OTHER THAN FRANCE,
NO ACTION HAS BEEN OR WILL BE TAKEN IN ORDER TO PERMIT A PUBLIC
OFFER OF THE SECURITIES WHICH WOULD REQUIRE THE PUBLICATION OF A
PROSPECTUS IN ANY RELEVANT MEMBER STATES.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION
TO SELL OR SUBSCRIBE REQUIRING A PROSPECTUS WITHIN THE MEANING OF
THE PROSPECTUS DIRECTIVE. THIS ANNOUNCEMENT DOES NOT, AND SHALL
NOT, IN ANY CIRCUMSTANCES CONSTITUTE A PUBLIC OFFERING, NOR AN
OFFER TO SELL OR SUBSCRIBE, NOR A SOLICITATION TO OFFER TO PURCHASE
OR SUBSCRIBE SECURITIES IN ANY JURISDICTION.
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY
AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER") OR (II) WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED.
IN CONNECTION WITH THE TRANSACTION, THE MANAGER AND ANY OF ITS
AFFILIATES ACTING AS AN INVESTOR FOR THEIR OWN ACCOUNT MAY TAKE UP
AS A PRINCIPAL POSITION ANY SHARES AND IN THAT CAPACITY MAY RETAIN,
PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH SHARES. IN ADDITION THE
MANAGER OR ITS AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND
SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE MANAGER (OR ITS
AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF
SHARES. THE MANAGER DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY
SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH
ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.
NO GUARANTEE CAN BE MADE THAT ANY SECURITIES WILL BE SOLD
PURSUANT TO THE TRANSACTION.
THE MANAGER IS ACTING ON BEHALF OF THE SELLERS AND NO ONE ELSE
IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO
ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS
OF THE MANAGER OR FOR PROVIDING ADVICE IN RELATION TO THE
TRANSACTION.
This press release was submitted for publication on 23 August
2018 at 17:35 (CEST).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DISFKNDNPBKDAFB
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August 23, 2018 11:44 ET (15:44 GMT)
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