Biotalys announces closing of private placement
Press Release - Regulated
information
Biotalys NV
(Euronext Brussel : BTLS) (the “Company” or “Biotalys”), an
Agricultural Technology (AgTech) company developing protein-based
biocontrol solutions for crop and food protection, today announced
the closing of its previously announced private placement of
1,135,257 new shares (being approximately 3.67% of the Company’s
shares outstanding prior to the transaction) at an issue price of
EUR 6.166 per share. The proceeds of the private placement were EUR
7 million.
The new shares will be listed on Euronext
Brussels on 15 June 2023. These new shares will 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.
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”), the outstanding share capital
and outstanding voting securities of the Company can be summarised
as follows:
• Share capital: EUR 46,198,455.95• Total number
of securities carrying voting rights: 32,094,711 (all ordinary
shares) • Total number of voting rights (= denominator): 32,094,711
(all relating to ordinary shares) • Number of rights to subscribe
for securities carrying voting rights not yet issued: • 2,162,109
“ESOP Warrants”, entitling their holders to subscribe for a total
number of 2,162,109 profit certificates which will, if and when
issued, automatically convert into a total number of maximum
1,081,052 securities carrying voting rights (all ordinary shares) •
866,390 “ESOP IV Warrants”, entitling their holders to subscribe
for a total number of maximum 866.390 securities carrying voting
rights (all ordinary shares). • 13,786 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 protecting crops and food with proprietary protein-based
biocontrol solutions 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 & CommunicationT:
+32 (0)9 274 54 00E: Toon.Musschoot@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.
This announcement has been prepared on the basis
that any offer of the shares in the UK is or will be made pursuant
to an exemption under the UK Prospectus Regulation from the
requirement to publish an Offering Circular for offers of the
shares. The expression “UK Prospectus Regulation” means Regulation
(EU) 2017/1129, as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act (“EUWA”).
This announcement is only being distributed to
and is only directed at (i) persons who are outside the United
Kingdom, (ii) persons who are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “ Financial
Promotion Order”), (iii) are persons falling within Article
49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the Financial Promotion Order, or (iv) any
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the Financial
Services and Markets Act 2000 (as amended)) in connection with the
issue or sale of any shares may otherwise lawfully be communicated
or caused to be communicated (all such persons together being
referred to as “relevant persons”). The investments to which this
announcement relates are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such
securities will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this
announcement or any of its contents.
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 Press Release Closing - 12 June 2023_ENG
- Biotalys Persbericht closing private plaatsing- 12 juni
2023
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