NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
Merelbeke, Belgium – 31 March 2021
Alychlo N.V. (“Alychlo”) announces today its intention to sell approximately 1.5 million existing ordinary shares in Mithra Pharmaceuticals SA (“Mithra”) to institutional investors by means of a private placement via an accelerated bookbuild offering (“Private Placement”). This represents c. 3.5% of Mithra’s current outstanding share capital. Following the Private Placement, Alychlo, together with Marc Coucke, will hold approximately 11.6% of Mithra’s current outstanding share capital.
Marc Coucke, Chairman of Alychlo: “Today’s transaction allows for diversification of Alychlo’s assets while remaining a fully committed shareholder of Mithra Pharmaceuticals”
The bookbuilding will open immediately after publication of this press release and may close at short notice. The results and final terms of the Private Placement, including the selling price of the shares, will be determined by Alychlo at the close of the bookbuilding process, and will be made public by way of press release.
In the context of the Private Placement, Alychlo has agreed to a lock-up undertaking in relation to its residual holding in Mithra ending 180 days after the closing date, subject to customary exceptions.
Joh. Berenberg, Gossler & Co. KG is acting as Sole Global Coordinator and Bookrunner on the transaction, with Belfius Bank NV/SA acting as Co-Bookrunner.
IMPORTANT LEGAL INFORMATION
This announcement is being furnished to you solely for your information and may not be reproduced or redistributed, in whole or in part, to any other person. The material set forth herein is for informational purposes only, does not purport to be full or complete, and does not constitute (i) an offer to sell or purchase, or an announcement of a forthcoming offer to sell or purchase, or (ii) a solicitation to sell or purchase, or an announcement of a forthcoming solicitation to sell or purchase, any securities in the United States, Canada, Australia, Japan, South Africa or in any other jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation prior to registration, exemption from registration, or qualification under, the securities laws of such jurisdiction.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under any other applicable securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws. No public offering of securities has been or will be made in the United States or in any other jurisdiction. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such jurisdiction.
In relation to the EEA, the offering in this announcement is only addressed to, and is only directed at, (i) “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation or pursuant to other applicable private placement exemptions. In relation to the United Kingdom, the offering in this announcement is only addressed to, and is only directed at, “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation amended and transposed into the laws of the United Kingdom law by virtue of the European Union (Withdrawal) Act of 2018 and the European Union (Withdrawal Agreement) Act 2020 (the “UK Prospectus Regulation”); (ii) persons who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (iii) “high net worth companies, unincorporated associations, etc.” falling within Article 49(2)(a) to (d) of the Order; or (iv) any other person to whom it may otherwise lawfully be communicated.
Joh. Berenberg, Gossler& Co. KG and Belfius Bank NV/SA ("Bookrunners") are acting for Alychlo NV and no one else in relation to the intended transaction, and will not be responsible to anyone other than Alychlo NV for providing the protections offered to their respective clients nor for providing advice in relation to the intended transaction.
The Bookrunners have informed Alychlo NV that the following information is intended for distributors only. The information is provided by the Bookrunners and Alychlo NV does not assume responsibility for it.
Solely for the purposes of the product governance requirements of EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c)local implementing measures and (d) Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (together the "Product Governance Requirements"), the Bookrunners have informed Alychlo NV that they have submitted the Shares to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook or MiFID II; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who(either alone or in conjunction with an appropriate financial or other adviser)are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or10A respectively of the FCA Handbook Conduct of Business Sourcebook or MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities.
Each distributor is responsible for undertaking its own target market assessment in respect of such securities and determining appropriate distribution channels.