DJ VALBIOTIS SA: Valbiotis announces the success of its EUR6.9 million rights issue entirely dedicated to supporting the commercial expansion of its offering of dietary supplements
VALBIOTIS SA VALBIOTIS SA: Valbiotis announces the success of its EUR6.9 million rights issue entirely dedicated to supporting the commercial expansion of its offering of dietary supplements 26-Jun-2025 / 17:40 CET/CEST Dissemination of a French Regulatory News, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. =---------------------------------------------------------------------------------------------------------------------- Press Release Valbiotis announces the success of its EUR6.9 million rights issue entirely dedicated to supporting the commercial expansion of its offering of dietary supplements Strong interest from existing shareholders, with a demand of more than EUR3.0 million for the rights issue A renewed commitment of Sébastien Peltier, co-founder and Chairman of the Executive Board, who subscribed to the operation La Rochelle, June 26, 2025 (5:40 PM CET) - Valbiotis (FR0013254851 - ALVAL, PEA / PME eligible), a French laboratory specialized in the development and distribution of scientifically tested dietary supplements designed to support health at every stage of life, announces the success of its rights issue. The purpose of this EUR6.9 million round of financing is to ramp up the Company's commercial development and enable it to self-finance its growth, while maintaining its focus on its current activities. Sébastien Peltier, Chairman of the Executive Board and Co-Founder of Valbiotis commented: "I would like to extend my warmest thanks to all the investors who contributed to the success of this operation, both those who secured it upstream through their subscription agreements, and those who joined us during the subscription period. Their confidence in our strategy encourages us to remain committed as Valbiotis enters a particularly exciting phase of its commercial development in France. This round of financing will enable us to step up the pace. We are proud to involve these investors, both private individuals and professionals, in our mission to make Valbiotis a key player in the field of scientifically tested, natural dietary supplements." RESULTS FROM THE OFFERING At the end of the subscription period, total demand (non-reducible, reducible and unrestricted subscriptions) amounted to 3,447,200 new shares subscribed at a unit price of EUR0.88, representing around 44.3% of the number of shares to be issued under the capital increase, which involves a total of 7,787,869 new shares. This demand breaks down as follows: -- 2,889,640 shares requested via non-reducible subscriptions, representing 37.1% of the total amount of the issue. -- 240,479 shares requested via reducible subscriptions, representing 3.1% of the total amount of the issue. -- 317,081 shares requested via unrestricted subscriptions, representing 4.1% of the total amount of the issue. All of these demands (non-reducible, reducible and unrestricted) were served entirely. Sébastien Peltier, Chairman of the Executive Board and Co-Founder of Valbiotis, subscribed to the operation through unrestricted subscriptions via his personal holding company Djanka Investissement, for an amount of EUR100,000. Insofar as these subscription requests represented approximately 44.3% of the amount of the rights issue (i.e., nearly EUR3.0 million), the 4,340,669 new shares not absorbed by these subscriptions (i.e., 55.7% of the amount of the issue) were distributed and allocated to the shareholders and investors who had undertaken to subscribe under the issue guarantee (together the "Guarantors"). These guarantee commitments could be triggered if the number of new shares subscribed at the end of the subscription period did not reach 100% of the amount of the rights issue. As indicated in the press release announcing the launch of the rights issue, the 4,340,669 new shares allocated to the Guarantors, i.e. around EUR3.8 million corresponding to a service rate of 75.8%, were distributed proportionally among them as follows: Name: No. of shares allocated under the guarantee Corresponding amounts Vatel 1,722,489 EUR1,516 K Market Wizards 559,809 EUR493 K Friedland Gestion 430,622 EUR379 K Vester Finance 430,622 EUR379 K Gestys 301,435 EUR265 K Hamilton Stuart Capital 215,311 EUR189 K Treecap BV 215,311 EUR189 K Maitice Gestion 129,186 EUR114 K Other investors (*) 335,884 EUR296 K TOTAL 4,340,669 EUR3,820 K
(*) 6 investors with individual amounts of up to EUR100K
As a result, the allocated shares were broken down as follows:
No. of shares allocated Corresponding amounts
Non-reducible, reducible and unrestricted subscriptions 3,447,200 EUR3,034 K
Guarantee Subscriptions 4,340,669 EUR3,820 K
7 787 869 EUR6 853 K
REMINDER: USE OF PROCEEDS FROM THE OFFERING
The net proceeds of the issue will amount to around EUR5.8 million and will be used to support the Company's commercial expansion. The funds raised will be distributed as follows to support different objectives:
- 60% will be devoted to marketing and communications initiatives aimed at the general public and healthcare
professionals, as well as to international commercial development (second half of 2025 and 2026). - 30% will be used to finance working capital requirements for fiscal years 2025 and 2026, in line with growth in
France. - 10% will be allocated to strengthening the network of Medical Promotion Officers, with planned expansions in three
geographical areas.
Given the Company's cash position at the end of May 2025, and the anticipated ramp-up of business in line with the previously communicated strategic plan, the Company considers that the net proceeds from 100% of the Offering, i.e., EUR5.8M, will ensure a cash flow horizon well beyond Q3 2026.
SETTLEMENT & DELIVERY
Settlement and delivery of the New Shares and their admission to trading on Euronext Growth Paris are scheduled for June 30, 2025. The New Shares will carry dividend rights, will be immediately fungible with the Company's existing shares, and will be traded on the same listing line, under the same ISIN code (FR0013254851 - Ticker Symbol: ALVAL).
Following settlement and delivery, the Company's share capital will amount to EUR2,369,823.40 and will be divided into 23,698,234 ordinary shares with a par value of EUR0.10 each.
IMPACT OF THE OPERATION ON OWNERSHIP STRUCTURE
To the best of the Company's knowledge, the breakdown of capital and voting rights before and after the rights issue is as follows.
Impact of the Offering on Ownership Structure
Before the Offering After the Offering
Shareholders No. of shares % of capital No. of shares % of capital
Members of the Board (1) 708,544 4.45% 822,180 3.47%
Including Djanka Investissement (controlled 608,681 3.83% 722,317 3.05%
by S. Peltier)
Including Sébastien Peltier 39,248 0.25% 39,248 0.17%
Employees (2) 58,960 0.37% 58,960 0.25%
General Public 15,109,497 94.97% 22,783,730 96.14%
Liquidity Contract (May 31, 2025) 33,364 0.21% 33,364 0.14%
TOTAL 15,910,365 100.00% 23,698,234 100.00%
(1) Members of the Board not bound by any concerted action
(2) Registered shares only
Impact of the Offering on Breakdown of Voting Rights
Before the offering After the offering
Shareholders No. of voting % of voting No. of voting % of voting
rights rights rights rights
Members of the Board (1) 1,329,494 8.02% 1,443,130 5.92%
Including Djanka Investissement 1,213,681 7.32% 1,327,317 5.45%
(controlled by S. Peltier)
Including Sébastien Peltier 39,248 0.24% 39,248 0.16%
Members of the supervisory board 60,795 0.37% 60,795 0.25%
Employees (2) 15,179,420 91.61% 22,853,653 93.83%
General Public 0.00% 0.00%
- -
Liquidity contract (as of May 31, 2025) 16,569,709 100.00% 24,357,578 100.00%
(1) Members of the Board not bound by any
concerted action
(2) Registered shares only
IMPACT OF THE OFFERING ON THE SITUATION OF A SHAREHOLDER WITH 1% OF THE CAPITAL AND NOT SUBSCRIBING TO THE OFFERING
Consolidated shareholders' equity per share on Dec 31, 2024
Dilutive impact of the Offering
Non-diluted basis Diluted basis(1)
Before the Offering EUR0.65 EUR0.86
After the Offering EUR0.73 EUR0.87
1. Assuming full exercise of all currently outstanding equity securities (AGA, BSA and BSPCE), which could result in
the creation of a total of 1,556,130 shares.
IMPACT OF THE OFFERING ON CONSOLIDATED SHAREHOLDERS' EQUITY, PER SHARE
Shareholder participation
Dilutive impact of the Offering
Non-diluted basis Diluted basis(1)
Before the Offering 1.00% 0.91%
After the Offering 0.67% 0.63%
1. Assuming full exercise of all currently outstanding equity securities (AGA, BSA and BSPCE), which could result in
the creation of a total of 1,556,130 shares.
ABSTENTION AND RETENTION AGREEMENTS
Mr. Sébastien Peltier, Chairman of the Executive Board, has undertaken to retain the shares he will hold through his holding company Djanka Investissement following this issue for a period of 180 days following the settlement-delivery date of the rights issue (i.e. 3.05% of the share capital and 5.45% of voting rights).
In addition, the Company has undertaken to abstain from trading for a period of 180 days following the settlement-delivery date of the rights issue, subject to the usual exceptions.
PROSPECTUS
In accordance with the provisions of Article L.411-2-1 1° of the French Monetary and Financial Code and Article 211-2 of the General Regulations of the Autorité des marchés financiers ("AMF"), the operation shall not give rise to a Prospectus subject to AMF approval, as the total amount of the Offering, calculated over a 12-month period, does not exceed EUR8M.
RISK FACTORS
The Company reminds investors that the risk factors relating to the Company and its business activities are detailed in the 2024 Universal Registration Document (Chapter 3), available on the Company's website (www.valbiotis.com) in the "Investors/Regulated information" section (Registration document).
The occurrence of any or all of these risks could have a material adverse effect on the Company's business, financial position, results of operations, development or outlook. As of the date of this press release, the risk factors presented in the aforementioned document remain unchanged.
SHARE CODES
-- Denomination: VALBIOTIS
-- Share ISIN Code and Ticker Symbol: FR0013254851 - ALVAL
-- Listing Location: Euronext Growth Paris -- LEI Code: 969500VP4JBJCF0MOP60
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. These statements do not constitute historical facts. These statements include projections, estimates and the underlying assumptions on which they are based, as well as statements relating to plans, objectives, intentions and expectations regarding future financial results, product potential or performance. Forward-looking statements are often introduced by terms such as "expects", "anticipates", "believes", "intends", "estimates" or "plans", as well as other similar words. Although VALBIOTIS' management believes that these forward-looking statements are reasonable, investors are advised that forward-looking information and statements are subject to numerous risks and uncertainties, many of which are difficult to predict and generally beyond VALBIOTIS' control, and which could cause actual results and events to differ materially from those expressed, implied or anticipated in such forward-looking information and statements. These risks and uncertainties include, in particular, those discussed or identified in the 2024 Universal Registration Document (Chapter 3) available on the Company's website (www.valbiotis.com) in the "Investors/Regulatory Information" section. Valbiotis undertakes no obligation to update any forward-looking information or statements, except as required by applicable regulations, in particular Articles 223-1 et seq. of the General Regulations of the Autorité des marchés financiers.
DISCLAIMER
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of ordinary shares in any state or jurisdiction where such offer, solicitation or sale would be unlawful in the absence of registration or approval under the securities laws of such state or jurisdiction.
The distribution of this press release may be subject to specific regulations in certain countries. Persons in possession of this document are responsible for informing themselves of any such local restrictions and for complying with them.
This press release is a promotional announcement and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (Amendment the "Prospectus Regulation").
With regard to member states of the European Economic Area other than France (the "Member States"), no action has been or will be taken to permit a public offering of securities requiring the publication of a prospectus in any of these Member States. Consequently, the securities cannot and will not be offered in any of the Member States (other than France), except in accordance with the exemptions provided for in Article 1(4) of the Prospectus Regulation, or in other cases not requiring the publication by Valbiotis of a prospectus under the Prospectus Regulation and/or the regulations applicable in those Member States. This press release does not constitute a public offering of securities in the United Kingdom.
This press release may not be published, distributed or circulated in the United States (including its territories and possessions). This press release does not constitute an offering or a solicitation to buy, sell or subscribe for any securities in the United States. The securities referred to in this press release have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any applicable state or federal securities laws, and may not be offered or sold in the United States absent registration under the Securities Act, except pursuant to an applicable exemption from or in a transaction not subject to registration requirements under the Securities Act. Valbiotis does not intend to register the offering, in whole or in part, in the United States under or pursuant to the Securities Act or to conduct a public offering in the United States.
This press release may not be distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
This press release may be issued in both French and English. In the event of any discrepancies between the two versions, the French version shall prevail.
PARTNERS IN THE OPERATION
Joint bookrunner Joint bookrunner Listing Sponsor
About Valbiotis
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