OXURION SUCCESSFULLY RAISES EUR >10 MILLION FROM LEADING US AND
EUROPEAN HEALTHCARE INVESTORS IN A PRIVATE EQUITY PLACEMENT
Leuven,
BELGIUM, Boston, MA, US
- MARCH 3,
2022 –
08:00 AM
CET – Oxurion
NV (Euronext Brussels:
OXUR) (the
"Company" or "Oxurion"), a
biopharmaceutical company developing next generation standard of
care ophthalmic therapies, with a clinical stage assets in vascular
retinal disorders, announces today that it successfully raised an
amount of EUR 10.4 million in gross proceeds by means of a private
placement of 7,226,039 new shares at an issue price of EUR 1.44 per
share representing a 4.35% premium to the closing price on March 2,
2022 (the "Private Placement").
As a result of the issuance of new shares,
Oxurion’s share capital will increase from EUR 56,925,661.32 to EUR
67,331,161.32 and its issued and outstanding shares will increase
from 39,402,853 to 46,628,892 shares, representing an increase of
the share capital and number of shares of 18.34%.
The new shares have been placed with leading US
and European healthcare investors, and existing shareholders of the
Company. The Private Placement allows the Company to further
broaden its shareholders’ structure, both on a national and an
international level, with widely respected and knowledgeable
investors.
Tom Graney, CEO of
Oxurion, commented: “This private
placement demonstrates that top-tier healthcare investors have
recognized the value of our pipeline in addressing key unmet needs
in vascular retinal disease, including the recent positive Phase 2
Part A results with THR-149 for the treatment of diabetic macular
edema (“DME”) presented at Angiogenesis 2022. We look forward to
working with our new and existing investors as we continue to
progress with our two novel Phase 2 assets, including THR-687 which
is expected to readout topline results of the ongoing Phase 2 Part
A trial in the second quarter this year.”
Oxurion envisages using the net proceeds of the
Private Placement to progress the development of its two clinical
stage assets, THR-149 and THR-687, which are currently in Phase 2
clinical trials for DME - THR-149 for second line treatment and
THR-687 for first line treatment (the “Clinical
Trials”).
Approximately 80% of the net proceeds will be
used for the Clinical Trials and the remaining 20% will be used for
the Company’s operating expenses. The Company does not prioritize
between its Clinical Trials, which will run in parallel, not
sequentially. Given the variables that impact the cost of the
Clinical Trials, including whether Part A of the THR-687 Phase 2
clinical trial for DME is successful, rate of recruitment for the
Clinical Trials, and numerous other factors, it is not possible to
quantify the amounts that will be employed for each of the Clinical
Trials.
The net proceeds will not be sufficient to
complete the Clinical Trials, which are expected to have topline
data in 2023, or any additional Phase 2 trial for the use of
THR-687 to treat wet age-related macular degeneration (wet AMD).
Additional funds will therefore be required to complete the
Clinical Trials.
The payment and delivery of the new shares is
expected to take place on March 7, 2022. The new shares will be
issued with cancellation of the preferential subscription rights of
the existing shareholders in accordance with article 7:193 of the
Belgian Code on Companies and Associations
(“BCCA”). The new shares to be issued will have
the same rights and benefits as, and rank pari passu in all
respects with, the existing and outstanding shares of Oxurion at
the moment of their issuance and will be entitled to distributions
in respect of which the relevant record date or due date falls on
or after the date of issue of the new shares.
For 4,864,929 new shares, to be issued in
dematerialized form, an application for admission to trading on the
regulated market of Euronext Brussels will be made based on the
exemption set out in article 1(5)(a) of the Regulation (EU)
2017/1129 of the European Parliament and of the Council of the
European Union of 14 June 2017, as amended (the “Prospectus
Regulation”). For the remaining 2,361,110
new shares, to be issued in registered form, Oxurion is preparing a
prospectus, which is drawn up as a recovery prospectus in
accordance with Article 14 (a) of Prospectus Regulation and which
constitutes a listing prospectus for purposes of Article 3(3) of
the Prospectus Regulation. The prospectus, once approved, will be
published on Oxurion’s website.
Bank Degroof Petercam SA/NV
("Degroof Petercam") and Belfius
Bank NV/SA, together with its subcontractor Kepler Cheuvreux S.A.
("Belfius"), are acting as Joint Global
Coordinators of the Private Placement (jointly, the
"Underwriters").
The directors of the Company and certain
managers have agreed with the Underwriters to a 60-days lock-up
period, waivable by the Underwriters and subject to customary
exceptions. The Company is not subject to a standstill or
lock-up.
Additional information regarding related
party transaction pursuant to article 7:97 of
the BCCA
Bareldam SA and ECP Liquid Fund 1, LLC (the
“Participating Shareholders”)
support the transaction and agreed to subscribe to new shares for
an aggregate amount of EUR 3.4m. Oxurion’s directors Thomas Clay
and Baron Philippe Vlerick each, directly or indirectly, control
one of the Participating Shareholders. Baron Philippe Vlerick and
all entities controlled by him, and Thomas Clay and all entities
controlled by him are considered “related parties” of Oxurion
within the meaning of IAS 24.
In accordance with article 7:97 of the BCCA, a
committee of three independent directors of Oxurion has assessed
the above transaction and has issued a detailed written advice to
the board of directors in respect of the transaction. In its
advice, the committee described the following elements: (i) the
nature of the transaction, (ii) a description and assessment of the
financial consequences and a description of any other consequences
of the transaction, and (iii) the advantages and disadvantages of
the transaction for Oxurion. In addition, the Committee assessed
the proposed transaction within the framework of Oxurion’s policy
and established that the transaction is to the advantage and in the
corporate interest of Oxurion. The committee concluded the
following:
“The Committee has assessed the envisaged
Transaction in the light of the criteria included in article 7:97
of the BCCA and concluded for the above reasons that the
Transaction is to the advantage and in the interest of the Company
and all of its shareholders. Notably, the support by the
Participating Shareholders to subscribe to new shares and to
undertake a 60-days lock-up, provides evidence of the support from
the reference shareholders of the Company's business, vision and
strategy. The support has been an important mean used in the
solicitation of interest with other potential investors. This
contributed to the success of the envisaged Transaction. A
successful capital raising is in the interest of the Company as,
amongst other things, it allows the Company to have access to
equity financing (from the Participating Shareholders and other
knowledgeable and reputable investors) in a fast and efficient
manner to fund its activities.
Therefore, the Committee provides a positive
advice in relation to the Transaction.”
The board of directors followed unanimously the
favourable advice of the committee and approved the transaction. A
copy of the report prepared by the board of directors in accordance
with the BCCA further describing, among others, the capital
increase and the consequences thereof is made available on the
Company’s website.
The statutory auditor’s assessment of the
committee’s advice and the minutes of the board meeting is as
follows:
“As a result of our review, nothing has come to
our attention that might cause us to believe that the financial and
accounting information stated in the opinion of the committee of
independent directors of March 2, 2022 and in the minutes of the
administrative body of March 2, 2022, which motivate the intended
transaction, is not consistent, in all material respects, with the
information available to us in the context of our assignment.”
For more information, please contact:
Oxurion NVTom GraneyChief Executive OfficerTel:
+32 16 75 13 10tom.graney@oxurion.com Michaël
DillenChief Business OfficerTel: +32 479 783
583michael.dillen@oxurion.com |
EUMEDiSTRAVA ConsultingDavid
Dible/ Sylvie Berrebi/Frazer HallTel: +44 20 7638
9571oxurion@medistrava.com
USWestwicke, an ICR
CompanyChristopher BrinzeyTel: +1 617 835
9304chris.brinzey@westwicke.com |
About
OxurionOxurion (Euronext Brussels: OXUR) is a
biopharmaceutical company developing next generation standard of
care ophthalmic therapies, which are designed to better preserve
vision in patients with retinal vascular disorders including
diabetic macular edema (DME), the leading cause of vision loss in
diabetic patients worldwide as well as other conditions, including
wet age-related macular degeneration (wet AMD) and macular edema
following retinal vein occlusion (ME-RVO). Oxurion is aiming to
build a leading global franchise in the treatment of retinal
vascular disorders based on the successful development of its two
novel therapeutics. THR-149 is a potent plasma kallikrein inhibitor
being developed as a potential new standard of care for the 40-50%
of DME patients showing suboptimal response to anti-VEGF therapy.
THR-687 is a highly selective pan-RGD integrin antagonist that is
being developed as a potential first line therapy for DME patients
as well as wet AMD and potentially ME-RVO. Oxurion is headquartered
in Leuven, Belgium, with corporate operations in Boston, MA. More
information is available at www.oxurion.com.
Important Regulatory
DisclaimersThis press release relates to the disclosure of
information that qualified, or may have qualified, as inside
information within the meaning of Article 7(1) of the EU Market
Abuse Regulation.
Important informationThis
announcement shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
securities referred to herein, in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of any such jurisdiction.
This announcement does not constitute an offer
of securities in the United States of America, or a solicitation to
purchase securities in the United States of America. The securities
referred to herein have not been and will not be registered under
the United States Securities Act of 1933, as amended (the “US
Securities Act”), or under the securities law of any state or
jurisdiction in the United States of America and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly within the United States of America except pursuant to
an applicable exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
jurisdiction of the United States of America. The company has not
registered, and does not intend to register, any portion of the
offering in the United States of America. There will be no public
offer of securities in the United States of America.
Any offering of securities to which this
announcement relates is when made only addressed to, and directed
in the United Kingdom and member states of the European Economic
Area (the "EEA") (each a "Member State") at persons who are
"qualified investors" within the meaning of the Prospectus
Regulation ("Qualified Investors"). Each person in the United
Kingdom or a Member State who initially acquires any securities of
the Company or to whom any offer of securities may be made and, to
the extent applicable, any funds on behalf of which such person is
acquiring the securities that are located in the United Kingdom or
a Member State will be deemed to have represented, acknowledged and
agreed that it is a Qualified Investor. For these purposes, the
expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
In addition, any offer of securities to which this announcement
relates is in the United Kingdom, being distributed only to, and is
directed only at, (i) persons 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 from time to time (the "Order"), (ii) high net
worth entities etc. falling within Article 49(2)(a) to (d) of the
Order, and (iii) any other person to whom it may otherwise lawfully
be communicated. This press release and the offering when made are
only addressed to, and directed in Switzerland to investors that
qualify as "professional clients" pursuant to the Swiss Financial
Services Act (Finanzdienstleistungsgesetz) of 15 June 2018, as
amended (the "FinSa") and in any event not more than 499 investors
in Switzerland as set out in Article 36(1)(b) of the FinSa. All the
aforementioned persons are together referred to as 'relevant
persons'. The offering of securities to which this announcement
relates will only be available to, and any invitation, offer or
agreement to subscribe for, purchase, or otherwise acquire
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. No announcement or information
regarding the offering, listing or securities of the Company
referred to above may be disseminated to the public in
jurisdictions where a prior registration or approval is required
for such purpose. No steps have been taken, or will be taken, for
the offering or listing of securities of the Company in any
jurisdiction where such steps would be required, except for the
admission of the new shares on Euronext Brussels. The issue,
exercise, or sale of, and the subscription for or purchase of,
securities of the Company are subject to special legal or statutory
restrictions in certain jurisdictions. The Company is not liable if
the aforementioned restrictions are not complied with by any
person.
This communication is not a prospectus for the
purposes of the Prospectus Regulation or the FinSa. This
communication cannot be used as basis for any investment agreement
or decision. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing the
entire amount invested. Persons considering making such investments
should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a
recommendation concerning the securities referred to herein.
Important information about
forward-looking statementsCertain statements in this press
release may be considered “forward-looking”. Such forward-looking
statements are based on current expectations, and, accordingly,
entail and are influenced by various risks and uncertainties. The
Company therefore cannot provide any assurance that such
forward-looking statements will materialize and does not assume any
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events, or any other
reason. Additional information concerning risks and uncertainties
affecting the business and other factors that could cause actual
results to differ materially from any forward-looking statement is
contained in the Company’s Annual Report. This press release does
not constitute an offer or invitation for the sale or purchase of
securities or assets of Oxurion in any jurisdiction. No securities
of Oxurion may be offered or sold within the United States without
registration under the U.S. Securities Act of 1933, as amended, or
in compliance with an exemption therefrom, and in accordance with
any applicable U.S. state securities laws.
Oxurion Nv (LSE:0G99)
Historical Stock Chart
From Aug 2024 to Sep 2024
Oxurion Nv (LSE:0G99)
Historical Stock Chart
From Sep 2023 to Sep 2024