NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA,CANADA, AUSTRALIA AND JAPAN
The first connected all-in-one Diabetes Management System
Paris, France, July 7, 2017 – Cellnovo Group (“Cellnovo” or the “Company” CLNV:EN Paris), a medical technology company marketing the first mobile, connected, all-in-one diabetes management system, today announces a capital raise of €17.5 million, by means of a capital increase reserved to a category of persons through an accelerated book-building offering.
Top-tier institutional investors specialising in the life sciences and healthcare technologies sector have participated in the capital raise, allowing the Company to reinforce its shareholder base. Edmond de Rothschild Investment Partners (EDRIP), Air Liquide Investissements d’Avenir et Démonstration (ALIAD) and ForCe-Novo B.V. (Forbion Capital Partners), the Company’s main shareholders, have also subscribed to the capital increase in a total amount of €1.2m, equal to 6,8% of the transaction gross proceeds, confirming their confidence in and their support of the Company.
The net proceeds will reinforce the Company’s cash position and extend financial visibility to the end of the first half of 2019. As announced, the funds raised will be allocated to financing the following projects:
Sophie Baratte, Chief Executive Officer of Cellnovo, commented: “We are delighted with the success of this transaction, which will allow us to finance the increase in production capacity with Flex and the commercial development of our pump in new countries, notably the United States. It will also enable us to finance the finalisation of artificial pancreas solutions, in which the Cellnovo pump is involved, and which are strategic projects for the Company. Lastly, the backing of top-tier specialist institutional investors will allow us to strengthen our shareholder base.”
Key characteristics of the offering
A total of 4,069,769 new shares (the “New Shares”), representing approximately 24.6% of the Company’s share capital (on a non-diluted basis after the capital increase), were issued by a decision of the Company’s Board of Directors, using the delegation granted under the 14th resolution of the extraordinary general meeting of June 22, 2017, and in accordance with article L. 225-138 of the French Commercial Code. The capital increase was reserved for a category of persons defined in the 14th resolution mentioned above, namely (i) one or more French or foreign companies or investment funds, (a) investing primarily, or having invested more than €5 million during the 24 months preceding the capital increase in question, in the life sciences and healthcare technologies sector, (b) for a unit subscription amount of over €50,000 (including additional paid-in capital) or (ii) strategic or financial partners of the Company, located in France or abroad, that have signed or are due to sign one or more commercial or financing partnership agreements (development, joint development, distribution, production, etc.) with the Company.
The New Shares were subscribed for at a price of €4.30 per share, corresponding to a discount of 17.2% to the weighted average share price for the last five (5) trading days preceding the date the price was set, in accordance with the 14th resolution of the general meeting referred to above.
The Company’s shareholding structure after issuing of the New Shares
After settlement-delivery of the New Shares, the Company’s share capital will amount to €16,545,356, equal to 16,545,356 shares with a par value of €1.
On an illustrative basis, a shareholder holding 1% of Cellnovo’s capital before the offering will now hold a stake of 0.75%.
The capital increase benefited from the support of the Company’s historic shareholders – EDRIP, ALIAD and Forbion, for a total amount of €1,189,999, representing 6.8% of the placement, as follows:
Admission to listing of the new shares
The New Shares will carry dividend rights as from their issue date and be immediately fungible in all respects with the Company’s existing shares.
A listing prospectus containing the Company’s 2016 reference document (“document de référence”) registered by the Autorité des Marchés Financiers (the “AMF”) on July 5, 2017, under number R.17-053, available free of charge on the Company’s website (www.cellnovo.com/) and/or the AMF website (www.amf-france.org), as well as a securities note (“note d’opération”), including a summary of the prospectus, will be the object of a request for approval (“visa”) from the AMF. Subject to this approval being obtained, it is planned that the New Shares shall be listed for trading under the same code as the Company’s existing shares (ISIN FR 0012633360) July 12, 2017 on the regulated market of Euronext in Paris.
Standstill and lock-up provisions
Within the framework of the capital increase, the Company has signed a standstill agreement expiring 90 days after the settlement-delivery date, subject to certain customary exceptions. In addition, EDRIP, ALIAD and ForCe-Novo B.V. (Forbion Capital Partners) have signed lock-up agreements expiring 90 days after the settlement-delivery date, concerning shares in the Company subscribed within the framework of the capital increase.
Risk factors and publicly available information
Attention is drawn to the risk factors related to the Company and its activities presented in section 2 of the securities note (“note d’opération”) and the risk factors relating to the Company and its business activities, as set out in Section 4 of the Company’s 2016 reference document (“document de référence”) registered by the AMF on July 5, 2017, under number R.17-053, which is available on the Company’s website (www.cellnovo.com) or on the Autorité des Marchés Financiers website (www.amf-france.org).
Oddo BHF acted as the sole Global Coordinator and the sole Bookrunner for the transaction, and Agile Capital Markets acted as a financial advisor to the Company.
This announcement does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.
An independent medical technology company specialising in diabetes, Cellnovo has developed and markets the first mobile, connected, all-in-one diabetes management system that helps make life easier for patients. Compact, intuitive and entirely connected, Cellnovo’s insulin pump comprises a mobile touchscreen controller with an integrated blood-glucose meter. This unique device allows optimal management of insulin injections whilst ensuring extensive freedom of movement and peace of mind for patients. Thanks to the automatic transmission of data, it also allows the patient’s condition to be continually monitored by family members and healthcare professionals in real time. Cellnovo is currently participating in several major Artificial Pancreas projects with Diabeloop, TypeZero and Horizon 2020 to develop automated insulin delivery systems.
For further information please visit www.cellnovo.com
About the Cellnovo Diabetes Management System
Compact, intuitive and entirely connected, Cellnovo’s insulin pump comprises a mobile touchscreen controller with an integrated blood-glucose meter. This unique device allows optimal management of insulin injections with drop-by-drop precision, whilst ensuring extensive freedom of movement and peace of mind for patients. Thanks to the automatic transmission of data, it also allows the patient’s condition to be continually monitored by family members and healthcare professionals in real time.