- Third quarter sales of products and
services up 126%
- Cash position of €9.5
million
- Implementation of a new flexible
financing line via the reserved issuance of convertible
notes with warrants (OCABSA) for a nominal value of €10
million, subject to shareholders’ approval
Regulatory News:
Genomic Vision (Paris:GV) (the “Company” - FR0011799907 –
GV), DNA molecular combing specialist that develops tests for
the diagnostics market and tools for the life sciences research
market, today reports its revenue and cash position1 at September
30th, 2016, and announces the signing of a contract with Bracknor
Fund Ltd. with a view to setting up a flexible financing line
through the issuance of convertible notes with warrants (OCABSA)
for a nominal value of 10 million euros, subject to the approval of
its shareholders.
Erwan Martin, CFO of Genomic Vision, comments: “As
anticipated, third quarter revenue from activity decreased as a
result of a negative base effect associated with the milestone
payments from Quest Diagnostics, which Genomic Vision received
until the end of 2015. However, we recorded a solid increase of
126% in our sales of products and services, driven by the positive
sales momentum observed on the research market, supporting the
strategic choice implemented at the start of the year to initiate
our deployment on this segment. With a cash position of €9.5
million at September 30th, 2016, we have decided to increase our
financial flexibility by setting up a financing contract involving
the issuance of convertible notes with warrants (OCABSA) with
Bracknor Capital Ltd., a contract that we will put to our
shareholders for approval on December 5th. Given its optional
nature, this type of instrument will best enable us to support our
growth by providing us with means adapted to our development.”
Revenue for the third quarter and first 9 months of
2016
9 months Third quarter In thousands of
euros – IFRS
2016 2015 2016
2015 Revenue from Quest Diagnostics R&D 236 1,130
82 615 Sales of products and services 421 242 149
66
Total revenue from sales 656
1,372 231 681 Other revenue 1,166
1,050 319 305
Total revenue from activity
1,822 2,422 550 986
Over the third quarter of 2016, Genomic Vision recorded revenue
from sales of €231 thousand, vs. €681 thousand over the third
quarter of 2015 (-66%). This expected decrease was due to the drop
in revenue from the Company’s R&D collaboration with Quest
Diagnostics (milestone payments) following the completion of these
collaborative development programs in 2015.
Sales of products and services, which accounted for 65% of the
Company’s total revenue compared with 10% in the third quarter of
2015, jumped 126% to €149 thousand. This performance reflects the
ramping up of Genomic Vision’s commercial activity thanks, in
particular, to sales of consumables and instruments for studying
DNA replication and of the innovative solutions offer regarding the
quality control and optimization of genetic editing.
Once other revenue of €319 thousand corresponding to tax credits
(research tax credit, innovation tax credit) and R&D subsidies
is taken into account, total revenue from activity totaled €550
thousand in the third quarter of 2016, versus €986 thousand in the
third quarter of 2015 (-44%).
Over the first 9 months of the year:
- sales of products and services
increased by 74% to €421 thousand;
- total revenue from sales fell 52% to
€656 thousand;
- total revenue from activity decreased
by 25% to €1.8 million.
Cash position at September 30th, 2016
At September 30th, 2016, Genomic Vision had cash and cash
equivalents of €9.5 million, versus €11.0 million at June 30th,
2016. This figure, which includes the reimbursement of €1.3 million
of research and innovation tax credit received on August 29th,
2016, reflects the slight increase in cash burn during the third
quarter.
Implementation of a flexible financing line via the reserved
issuance of convertible notes with warrants (OCABSA) for a nominal
value of €10 million
On October 27th, 2016, Genomic Vision signed a contract with
Bracknor Fund Ltd. with a view to setting up a flexible financing
line via the issuance of 1,000 notes convertible into shares with a
nominal value of €10.000 each (the “Notes” or “OCA”), comprising
twenty tranches of 50 OCA each, with share subscription warrants
attached (the “Warrants” or “BSA”) (together the “Notes With
Warrants” or “OCABSA”), giving a total nominal value of 10 million
euros, subject to shareholders’ approval.
Objectives of the transaction
The aims of this financing ensured by Bracknor Fund Ltd. (the
“Investor”), an investment fund managed by investment manager
Bracknor Capital Ltd., are to:
- provide the Company with additional
financial flexibility for 2017 and beyond;
- cope with any ad hoc requirements as
opportunities arise, notably within the framework of the
intensification of its commercial deployment on the diagnostics and
tools for the life sciences research markets;
- diversify the Company’s means of
financing.
This type of financing has a number of advantages for the
Company and its shareholders:
- flexibility: the Company can control
the pace of the issuance of note tranches and is not obligated to
issue any additional notes beyond the first tranche, drawdowns
being at the Company’s sole discretion, subject to certain
conditions being met;
- reasonable discount and gradual
staggered issues making it possible to take advantage of the
Company’s future value in order to limit the dilutive effect;
- increase in the share’s liquidity.
The effective implementation of this financing is subject to the
approval of the Genomic Vision extraordinary shareholders’ meeting
scheduled for December 5th, 2016 (the “Shareholders’ Meeting”).
Pierre Vannineuse, CEO and Co-Founder of the Bracknor
Investment Group, declared: “Genomic Vision has proven its
ability to create unique solutions to challenging health issues
which have been recognized by the North American leader Quest
Diagnostics. We are enthusiastic to support the commercial ramp-up
of Genomic Vision through this firm commitment and we trust the
management to continue on its success path.”
Terms of the transaction
Subject to the approval of the Shareholders’ Meeting scheduled
for December 5th, 2016, Genomic Vision’s Management Board will
issue twenty OCABSA warrants (the “Tranche Warrants”) giving access
to Notes with Warrants (OCABSA).
One Tranche Warrant will be exercised immediately upon issuance
by the Investor, and the 19 other Tranche Warrants may be exercised
at the sole discretion of Genomic Vision’s Management Board during
the 24 months following the issuance of the Tranche Warrants.
Should all of the 19 remaining Tranche Warrants be exercised,
the total issue would be liable to result in additional equity of
fifteen millions euros: ten million euros resulting from the
conversion of all of the Notes into Shares and five million euros
resulting from all of the attached Warrants being exercised.
It is specified that the Warrants will be subscribed to by the
Investor, within the framework of an issuance to a designated
person.
The legal terms and conditions of this transaction, the main
characteristics of each financial instrument, and the Company and
the Investor’s obligations are detailed as an appendix to the
present press release.
This issuance will give rise to the filing of a prospectus with
the French Autorité des marchés financiers (AMF).
Indicative timetable
December 5th, 2016
Genomic Vision Shareholders’ Meeting to
vote on the resolution authorizingthe issuance of OCABSA
convertible notes with warrants reserved for theInvestor
No later than
December 9th, 2016
Genomic Vision Management Board meeting to
agree the issuance ofOCABSA convertible notes with warrants subject
to the approval of theShareholders’ Meeting
Subscription of the Investor to the first
tranche of OCABSA convertible noteswith warrants for 500,000
euros
The Company will publish another press release when the twenty
Tranche Warrants and the first tranche of OCABSA convertible notes
with warrants are issued.
Next financial publication
- 2016 annual revenue, on January 16th,
2017* (before trading)
* indicative date, which may be subject to change
ABOUT GENOMIC VISION
Founded in 2004, Genomic Vision is a DNA molecular combing
specialist that develops tests for the diagnostics market and tools
for the life sciences research market. Using its innovative
technology that allows the direct visualization of individual DNA
molecules, Genomic Vision detects quantitative and qualitative
variations in the genome that are at the origin of numerous serious
pathologies. The Company is developing a solid portfolio of tests
that initially target breast and colon cancers. Since 2013, the
Company has marketed the CombHelix FSHD test for identifying
facioscapulohumeral dystrophy (FSHD), a myopathy that is difficult
to detect. It is marketed in the United States through a strategic
alliance with Quest Diagnostics, the American leader in diagnostic
laboratory tests, and in France directly by the Company. Genomic
Vision has been listed on Compartment C of Euronext Paris since
April 2014.
ABOUT MOLECULAR COMBING
DNA molecular combing technology significantly improves the
structural and functional analysis of DNA molecules. Utilizing this
technology DNA fibers are stretched over glass slides, as if
"combed," and are uniformly aligned over the entire surface. It is
then possible to identify genetic anomalies by locating specific
genes or sequences in the patient's genome using genetic markers, a
technique developed by Genomic Vision and patented under the name
Genomic Morse Code. This exploration of the entire genome at high
resolution via a simple analysis enables the direct visualization
of genetic anomalies that are undetectable by other
technologies.
For further information, please visit www.genomicvision.com
ABOUT BRACKNOR
Bracknor Capital Ltd. is the Investment Manager platform of
Bracknor Fund Ltd. (A Dubai UAE incorporated investment vehicle).
Bracknor’s mandate is to invest globally in SMEs that bears unique
competitive advantages and true potential, providing them with
paramount working capital or growth capital needed to foster and
ignite their growth.
Bracknor, through its Chairman, Mr Aboudi Gassam, is backed up
by the Saudi Group MS Group (Jeddah) ‐ http://mscc.com.sa and aim
to activate intra portfolio synergies to bring relevant
opportunities and cooperative developments to Bracknor’s portfolio
companies particularly in the GCC (Gulf Cooperation Council)
Region. www.bracknor.com
DISCLAIMER
This communication expressly or implicitly contains certain
forward-looking statements concerning Genomic Vision and its
business. Such statements involve certain known and unknown risks,
uncertainties and other factors, which could cause the actual
results, financial condition, performance or achievements of
Genomic Vision to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Genomic Vision is providing this
communication as of this date and does not undertake to update any
forward-looking statements contained herein as a result of new
information, future events or otherwise. For a discussion of risks
and uncertainties which could cause actual results, financial
condition, performance or achievements of Genomic Vision to differ
from those contained in the forward-looking statements, please
refer to the Risk Factors ("Facteurs de Risque") sections of the
2014 “Document de Base” filed with the AMF on March 3rd 2014 and of
the 2015 Financial Annual Report dated April 29th, 2016, which are
available on the AMF website (www.amf-france.org ) or on the
company’s website (www.genomicvision.com).
This press release is for information purposes only and does
not, and shall not, in any circumstances, constitute a public
offering by Genomic Vision nor an offer to sell or a solicitation
of an offer to subscribe for or buy securities in any jurisdiction,
including France. Release, publication or distribution of this
press release is forbidden in any country where it would violate
applicable laws or regulations. The persons in possession of this
announcement must inform themselves of and comply with any local
restrictions.
This press release shall not be published, released or
distributed, directly or indirectly, in the United States, Canada,
Japan or Australia.
This press release and the information it contains do not, and
will not, constitute an offer to subscribe for or sell, nor the
solicitation of an offer to subscribe for or buy, securities of
Genomic Vision in the United States of America or any other
jurisdiction. Securities may not be offered or sold in the United
States of America absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act”), it being
specified that the securities of Genomic Vision have not been and
will not be registered within the US Securities Act. Genomic Vision
does not intend to register securities or conduct a public offering
in the United States of America.
Appendix
Characteristics and terms of the financing plan by issuance
of Notes With Warrants
Legal framework of the transaction
In accordance with the provisions of article L. 225-138 of the
French commercial code and subject to the approval of the
extraordinary shareholders' meeting to be convened on December 5th,
2016, the Management Board will decide on December 9th, 2016, 2016
at the latest, the free issuance of 20 Tranche Warrants, which may
result in the issuance of a maximum of 1,000 Notes With Warrants
representing an aggregate principal amount of €10 million in
nominal value, with cancellation of the shareholders' preferential
subscription right to the benefit of Bracknor Fund Ltd., a fund
managed by Bracknor Capital.
Subject to the satisfaction of certain conditions, 1 Tranche
Warrant will be exercised immediately by the Investor resulting in
a drawdown of €500,000 in nominal value (plus €250,000 should all
the attached Warrants be exercised).
The supplemental 19 Tranche Warrants could lead to an additional
issuance representing an aggregate principal amount of €9.5 million
in nominal value (plus €4.75 million should all the attached
Warrants be exercised) in several tranches.
Main characteristics of the Tranche Warrants
The Tranche Warrants have a 24-month term. If required so by the
Company (the "Request") and subject to the satisfaction of
certain conditions(1), the Tranche Warrants holders shall subscribe
to 50 new Note With Warrants for each Tranche Warrant
exercised.
The Tranche Warrants shall not be transferred by their holder
without the prior consent of the Company, with the exception of
transfers undertaken for the benefit of one or more of the
Investor’s affiliates. The Tranche Warrants shall not be subject to
a request for admission to trading on the regulated market of
Euronext in Paris and will therefore not be listed.
Main characteristics of the Notes
The Notes have a nominal value of €10,000 each and will be
issued at par. They do not bear interest and will have a maturity
of 12 months as from issuance date. On maturity or in case of
default(2), any unconverted Notes shall be converted into Genomic
Vision shares.
The Notes may be converted into Genomic Vision shares at any
time at their holder's discretion according to the following
conversion ratio:
N = Vn / P
"N" corresponding to the number of new Genomic Vision
ordinary shares to be issued upon conversion of one Note;
"Vn" corresponding to the amount of debt represented by
the Note (nominal value of one Note, hence €10,000);
"P" corresponding to 90% of the lowest daily volume
weighted average prices of a Genomic Vision share (as reported by
Bloomberg or any equivalent provider in the absence of a Bloomberg
report) over the fifteen (15) trading days immediately preceding
the date of the conversion request of the applicable Note, it being
specified that the trading days during which the relevant Note
holder will have sold Genomic Vision shares for more than 25% of
the daily sale volumes or daily purchase volumes shall be excluded
and (ii) the Investor may under no circumstances purchase or sell
Genomic Vision shares for more than 25% of sales volumes or
purchase volumes over the period. P shall in any case not be lower
than the nominal value of a Genomic Vision share, i.e. €0.10 as of
today.
The Notes, which shall not be transferred by their holder
without the prior consent of the Company, with the exception of
transfers undertaken for the benefit of one or more of the
Investor’s affiliates, will not be subject to a request for
admission to trading on the regulated market of Euronext in Paris
and will therefore not be listed.
Main characteristics of the Warrants attached to the
Notes
The number of Warrants attached to a tranche of Notes will be
calculated so that in case of exercise of all the Warrants, the
resulting capital increase equals 50% of the nominal amount of the
corresponding tranche of Notes.
The Warrants will be immediately detached from the Notes. The
Warrants, which may not be transferred by their holder without the
prior consent of the Company, with the exception of transfers
undertaken for the benefit of one or more of the Investor’s
affiliates, will not be subject to a request for admission to
trading on the regulated market of Euronext in Paris and will
therefore not be listed.
They can be exercised for a period of 5 years from their
issuance (the "Exercise Period").
Each Warrant will give the right to its holder, during the
Exercise Period, to subscribe to one new Company share (subject to
certain potential adjustments(3)).
The strike price of the Warrants will be equal to 110% of the
lowest daily volume weighted average price of a Genomic Vision
share over the ten (10) trading days immediately preceding the date
of exercise of the Tranche Warrants giving rise to the issuance of
the Notes from which the aforesaid Warrants are attached, it being
specified that, by way of exception, the strike price of the
Warrants issued with regard to the first tranche of Notes will be
equal to 110% of the lowest daily volume weighted average price of
a Genomic Vision share over the ten (10) trading days immediately
preceding (i) the date of signing of the issuance contract
concluded on October 27th, 2016, i.e. 6.70 euros per share, or (ii)
the date of issuance of the Tranche Warrants.
On an indicative basis, based on the closing price of Genomic
Vision's shares on October 27, 2016 (i.e. €6.16), the theoretical
value of a Warrant works out between €1.53 and €2.24, depending on
the volatility adopted (i.e. between 25% and 45%). The theoretical
value of a Warrant is obtained by using the Black & Scholes
method based on the following assumptions:
- Maturity: 5 years,
- Risk free interest: 0.287%
- Dividend payment rate: 0%
New shares resulting from the conversion of Notes or the
exercise of Warrants
The new shares issued upon conversion of Notes or exercise of
Warrants will carry immediate and current dividend rights
("jouissance courante"). They will carry the same rights as those
attached to the existing ordinary shares of the Company and will be
admitted to trading on the regulated market of Euronext in Paris
under the same listing line (ISIN FR0011799907).
The Company will update on its website (www.genomicvision.com) a
table of the outstanding Tranche Warrants, Notes, Warrants and
number of shares.
Theoretical impact on the Notes With Warrants issue (based on
the lowest daily volume weighted average price of a Genomic Vision
share preceding October 28th, 2016, i.e.
€6.09
For illustration purpose, the impact of the issuance of the
first drawdown and of all the Notes With Warrants) would be as
follows:
- Impact of the issuance of the
shareholders' equity per share (on the basis of the shareholders'
equity as set out in the half-annual accounts as of June 30th,
2016, established in accordance with International Financial
Reporting Standards (IFRS) and of the number of shares composing
the Company's share capital as of October 28th, 2016, (i.e.
4,457,734 shares):
Shareholders' equity per share as of June 30th, 2016 (in
euros) Non-diluted basis
Diluted basis*
1st tranche Total tranches 1st tranche
Total tranches Before issuance 3.23 3,91
After issuance of 91,175 (1st tranche) or
of1.823.519 (Total tranches) new shares resultingfrom the
conversion of the Notes
3.27 3.88 3.94 4.31
After issuance of 37.299 (1st tranche) or
of 745.990(Total tranches) new shares resulting from theexercise of
the Warrants
3.26 3.72 3.93 4.25
After issuance of 128.474 (1st tranche) or
of2.569.509 (Total tranches) new shares resultingfrom the
conversion of the Notes and from theexercise of the Warrants
3.30 4.18 3.95 4.54
- Impact of the issuance on the stake of
a shareholder currently owning 1% of the share capital of the
Company:
Shareholder's stake (in %) Non-diluted basis
Diluted basis +
1st tranche Total tranches 1st tranche
Total tranches Before issuance 1% 0.83%
After issuance of 91,175 (1st tranche) or
of1,823,519 (Total tranches) new shares resultingfrom the
conversion of the Notes
0.98% 0.71% 0.82% 0.62%
After issuance of 37,299 (1st tranche) or
of 745,990(Total tranches) new shares resulting from theexercise of
the Warrants
0.99% 0.86% 0.83% 0.73%
After issuance of 128,474 (1st tranche) or
of2,569,509 (Total tranches) new shares resultingfrom the
conversion of the Notes and from theexercise of the Warrants
0.97% 0.63% 0.82% 0.56%
Investor's Commitments
Up to the latest of both dates between (i) the end of the 24
months commitment period and (ii) the conversion and/or the
reimbursement of all outstanding Notes, the Investor has committed
to hold, at any time, no more than 4.99% of the number of shares of
the Company (unless otherwise agreed by the Company).
Notes
(1) Terms of the Request
- the Company has complied in all
material respects with its covenants under the Tranche Warrants
issuance agreement entered into with the Investor (the
“Agreement”)
- there is no event or change rendering
any warranties made by the Company in the Agreement materially
untrue or incorrect;
- no material adverse change has
occurred;
- no binding commitment shall have been
entered into by the Company pursuant to which a change of control
may occur that may trigger a delisting of the Company;
- no relevant authority (including the
AMF) has objected or objects to the issuance of the Notes, the
Warrants or their conversion or exercise;
- no occurrence that constitutes an event
of default is outstanding and not cured at the date of the
Request;
- the 24-month commitment period has not
elapsed;
- the Genomic Vision Shares shares shall
be listed on the French regulated market of Euronext Paris;
- the Genomic Vision Shares shall not
have been suspended by the AMF or Euronext Paris from trading on
the French regulated market of Euronext Paris, nor shall such
suspension have been threatened by the AMF or Euronext Paris;
- the closing price of the Genomic Vision
shares on Euronext (or on another market, as applicable) shall be
higher than 130% of the nominal value of the Genomic Vision shares
for a period of more than 60 trading days prior to the date of the
Request;
- the Company shall have at least such
number of shares authorized, available, and approved for issuance
upon conversion of all outstanding Notes to be issued pursuant to
the relevant Request.
(2) The cases of default include in particular the
delisting of the Genomic Vision shares and certain cases of change
of control of the Company.
(3) The cases of potential adjustments include, in
particular, the issuance of securities with preferential
subscription rights, the incorporation to the capital of reserves,
profits or premiums, benefits or premiums via an increase in the
nominal value of shares, the free allocation of shares to the
shareholders, the stock split or reverse stock split or any
absorption, merger, demerger transaction entered into by the
Company with one or several other companies.
Member of CAC® Mid & Small, CAC® All-Tradable
and EnterNext© PEA-PME 150 indexes
1 Unaudited data, reviewed by the Supervisory Board on October
27, 2016.
* supposing the exercise of all 28.500 Warrants and 854.821
Notes issued and allocated by the Company, whether exercisable or
not, giving the right to subscribe to 28.500 and 854.821 shares
respectively.
+ supposing the exercise of all 28.500 Warrants and 854.821
Notes issued and allocated by the Company, whether exercisable or
not, giving the right to subscribe to 28.500 and 854.821 shares
respectively.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161027006984/en/
Genomic VisionAaron BensimonCo-founder, Chairman &
CEOTel.: +33 1 49 08 07
50investisseurs@genomicvision.comorKalimaPress
RelationsEstelle Reine-AdélaïdeFlorence CalbaTel.: +33 6 17 72 74
73 /+33 1 44 90 82 54era@kalima-rp.frorNewCapInvestor
Relations / Strategic CommunicationsDušan Orešanský / Emmanuel
HuynhTel.: +33 1 44 71 94 92gv@newcap.euorLHAU.S. Investor
RelationsAnne Marie Fields212-838-3777afields@lhai.com
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