Regulatory News:
MedinCell (Paris:MEDCL), a technological pharmaceutical company that develops a portfolio of long-acting injectable products in various therapeutic areas, today announces the extension of the subscription period for the shares offered as part of its initial public offering on Euronext Paris.
Initially scheduled on 27 September 2018 until 12 p.m (Paris time), the offer period for the global placement is extended until 3 October at 12 noon p.m. (Paris time). The period of the Open Price Offer is also extended until 2 October at 5 p.m. (Paris time) for subscriptions at the counters and at 8 p.m. (Paris time) for subscriptions via the Internet.
The other characteristics of the operation remain unchanged. In particular, orders issued as part of the Open Price Offer will be maintained unless they have been expressly revoked before the new closing date of the open price offer (included).
Indicative timetable
September 14, 2018 | AMF approval of the Prospectus | |
September 17, 2018 | Issuance of the press release announcing the Offering and the availability to the public of the Prospectus Publication by Euronext of the issue notice for the Open Price Offer Opening of the Offering | |
October 2, 2018 | Closing of the Open Price Offer at 5:00 pm (Paris time) for subscriptions over the counter and at 8:00 pm (Paris time) for internet subscriptions | |
October 3, 2018 | Closing of the Global Placement at noon (Paris time) Determination of the Offering Price and potential exercise of the Extension Clause Signing of the Underwriting Agreement Issuance of the press release indicating the Offering Price, the definitive number of New Shares and the results of the Offering | |
Publication by Euronext of the Offering results notice Start of the exercise period for the Over-Allotment Option Start of the potential stabilization period | ||
October 5, 2018 | Settlement of the Offering Repayment of ORAs | |
October 8, 2018 | Commencement of trading for the Company's Shares on Euronext Paris (on a single listing line entitled "MEDCL") | |
November 2, 2018 | Deadline for the exercise of the Over-Allotment Option End of the potential stabilization period |
Availability of the prospectus
Copies of the prospectus approved by the AMF on September 14, 2018 under the number 18-434 consisting of the base document registered by the AMF on September 4, 2018 under the number I.18-062, a securities note (including a summary of the prospectus) are available free of charge upon request from MedinCell's head office (3 rue des Frères Lumière, 34 830 Jacou, France) and on the MedinCell (investors.medincell.com) and AMF (www.amf-france.org) websites.
About MedinCell
MedinCell is a pharmaceutical company that develops a portfolio of long-acting injectable products in various therapeutic areas by combining its proprietary BEPOtechnology with active ingredients already known and marketed. Through the controlled and extended release of the active pharmaceutical ingredient, MedinCell makes medical treatments more efficient, particularly thanks to improved adherence, i.e. adherence with medical prescriptions, and to a significant reduction in the quantity of medication required as part of a one-off or chronic treatment. The BEPO technology allows to control and guarantee the regular delivery of a drug at the optimal therapeutic dose for several days, weeks or months starting from the subcutaneous or local injection of a simple depot of a few millimetres, fully bioresorbable. Based in Montpellier, MedinCell currently employs approximately 100 people representing over 25 different nationalities.
www.medincell.com
Disclaimer
No communication or other information related to this transaction or to MedinCell may be transmitted to the public in a country in which any approval or registration is required. No steps to such end have been taken or will be taken by the Company in any country in which such steps would be required (other than France).
This press release does not constitute an offer or a solicitation to sell or subscribe requiring a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and Council dated 4 November 2003, as amended (the "Prospectus Directive").
With respect to the member states of the European Economic Area other than France (the "Member States") having implemented the Prospectus Directive into law, no action has been or will be taken in order to permit a public offer of the securities which would require the publication of a prospectus in one of such Member States. As a result, the securities of MedinCell may not and will not be offered in any Member State other than France, except in accordance with the exemptions set forth in Article 3 of the Prospectus Directive.
This press release must not be published, released or distributed, directly or indirectly, in the United States, Australia, Canada or Japan. This press release and the information contained herein do not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe, securities in such countries.
This press release does not constitute or form part of an offer of securities or a solicitation for purchase, subscription or sale of securities in the United States. Securities may not be offered, subscribed or sold in the United States without registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act",) and other applicable state securities law, except pursuant to an exemption from registration. MedinCell shares have not been and will not be registered under the U.S. Securities Act, and MedinCell does not intend to undertake a public offering of its securities in the United States.
This press release is not an invitation nor an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). This press release is directed only at (i) persons outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) persons referred to in Article 49(2)(a) to (d) of the Order (high net worth entities, non-registered associations, etc.) and (iv) other persons to whom this document may be lawfully communicated (all persons listed in (i), (ii), (iii) and (iv) above being referred to as "Relevant Persons"). The securities of MedinCell described herein are available only 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 must not act or rely on this document or any of its contents.
The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations.
Crédit Agricole Corporate and Investment Bank, acting as Stabilization Agent, may, for a period of 30 days following the date of public disclosure of the offering price (i.e., according to the indicative time schedule, to November 2, 2018 inclusive) (but not under any circumstances), in accordance with the applicable laws and regulations, in particular those of Delegated Regulation No 2016/1052 of the European Commission of March 8, 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament European Union and the Council and concerning the conditions applicable to buyback programs and stabilization measures, carry out stabilization operations in order to stabilize or support the price of MedinCell shares on the regulated market of Euronext Paris. In accordance with Article 7 of Delegated Regulation No 2016/1052 of the European Commission of March 8, 2016, stabilization operations may not be carried out at a price higher than the offer price. Such interventions may affect the price of the shares and may result in the determination of a higher market price than would otherwise prevail. Even if stabilization operations were carried out, Crédit Agricole Corporate and Investment Bank could, at any time, decide to discontinue such operations. The information will be provided to the competent market authorities and to the public in accordance with Article 6 of the abovementioned Regulation. Pursuant to the provisions of Article 8 of the abovementioned Regulation, Crédit Agricole Corporate and Investment Bank, acting on behalf of the underwriters, may make over-allotments in connection with the offer up to the number of shares covered by the over-allotment option, plus, if applicable, 5% of the offer (excluding exercise of the over-allotment option).
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares offered in the global offering have been subject to a product approval process, which has determined that the New 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment
Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New 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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the global offering.
Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment for any particular client of suitability or appropriateness for the purposes of 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 New Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.
This document may not be published, distributed or circulated, either directly or indirectly, in the United States, Canada, Japan or Australia
View source version on businesswire.com: https://www.businesswire.com/news/home/20180925006148/en/
Contacts:
MedinCell
David Heuzé
Communication leader
david.heuze@medincell.com
+33 (0)6 83 25 21 86
or
NewCap
Louis-Victor Delouvrier / Alexia Faure
Investor relations
medincell@newcap.eu
+33 (0)1 44 71 94 94
or
NewCap
Nicolas Merigeau
Media relations
medincell@newcap.eu
+33 (0)1 44 71 94 94