(Boursier.com) — Nanobiotix announced the setting of the final terms of its global offering reserved for specific categories of investors and consisting of an offering of 3,106,907 American Depositary Shares (ADS), each representing one ordinary share of the Company, with a par value of 0.03 euros, in the United States of America (ADS offering), issued at a price of $5.36 per ADS, and an offering of 2,492,223 ordinary shares, exclusively to qualified investors in Europe (including included in France) within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended, and in certain other countries (the European Offer), issued at a price of 5.07 euros per ordinary share . The ADS offer and the European offer together represent the global offer.
The price per ordinary share of 5.07 euros, corresponding to a price of $5.36 per ADS, is equal to the weighted average of the prices of ordinary shares on the Euronext regulated market in Paris during the last three trading sessions preceding the setting of the price of the global offer (namely, October 30, October 31 and November 1), reduced by a discount of 15%, and was determined by the Company in accordance with the 24th and 25th resolutions of the meeting mixed general meeting of shareholders of June 27, 2023.
Pursuant to an existing share subscription agreement, Johnson & Johnson Innovation – JJDC, Inc. is required to subscribe, subject to required regulatory approvals, for shares of common stock in the amount of US$25 million in the form of restricted ADSs , at a price per ADS equal to the price per ADS retained as part of the ADS offer as part of a concurrent private placement. In accordance with the regulations relating to the control of foreign investments in France, the amount of the placement must be reduced , such that JJDC will initially subscribe to 3,670,294 restricted ADSs (representing 9.99% of the Company’s outstanding voting rights) for an amount of US$19.7 million. Subject to the prior approval of the Minister of Economy in France, JJDC will subscribe to additional restricted ADSs (corresponding to the fraction of the investment amount exceeding the regulatory ceiling) for an amount of $5.3 million. The completion of the global offer is not conditional on the completion of the concomitant private placement.
The total gross proceeds of the global offering and the concomitant private placement would amount to approximately $55 million, corresponding to approximately €51.5 million, after deduction of guarantee fees in respect of the global offering and estimated fees related to the global offering, assuming the over-allotment option is not exercised as part of the global offering.
The title Nanobiotix currently losing 8.1% in Paris to 5.32 euros.