Regulatory News:
Genomic Vision (Paris:GV) (the “Company” -
FR0011799907 – GV), a biotechnology company that develops tools
and services dedicated to the analysis and control of changes in
the genome, today announces the issuance of the first tranche of
convertible notes with equity warrants attached (OCABSA) for €0.8
million.
As part of a press release dated June 15, 2020, the Company
announced the signing of a contract with Winance on June 11, 2020
to setting up a financing line by issuing convertible bonds (the
“OC”) into ordinary shares to each of which will be attached
a share subscription warrant (the “BSA” and together with
the shares to which they are attached the “ABSA” and with
the OC the “OCABSA”), for a maximum total amount of 12
million euros. The extraordinary shareholders meeting of the
Company which met on October 30, 2020 approved the implementation
of this financing line.
Terms of the operation
By using the delegation granted by the extraordinary
shareholders meeting, Genomic Vision’s Executive Board opts for the
issuance of 800 OCABSA for a total amount of 0.8 million euros for
the benefit of Winance or any affiliate entity (the
“Investor”).
The convertible notes will have to be subscribed to by the
Investor within ten (10) working days of the Executive Board’s
decision, subject to standard conditions being met.
Main characteristics of the notes convertible into
shares
The 800 convertible notes will have a nominal value of 1,000
euros each and will be subscribed to at par. They will bear no
interest and will have a maturity of 12 months from their issuance.
When they reach maturity, they will automatically expire and will
have to be reimbursed in cash.
They will also have to be reimbursed should certain defaults (as
defined in the issuance contract) occur, including the de-listing
of the shares from Euronext, a change of control of the Company and
a material adverse change, with a penalty equal to 5% of their
nominal value.
The notes may be converted into Genomic Vision shares at their
holder’s discretion according to the following conversion
ratio:
N = Vn / P
“N” corresponding to the number of new Genomic Vision
ordinary shares to be issued upon conversion of one convertible
note;
“Vn” corresponding to the amount of debt represented by
the convertible note (nominal value of one convertible note, i.e.
1,000 euros);
“P” corresponding to 88% of the lowest daily
volume-weighted average price of a Genomic Vision share (as
reported by Bloomberg, or any equivalent provider should no figure
be published by Bloomberg) over the eight (8) trading days
immediately preceding the day the Company receives a request to
convert the convertible note from Winance. The price may not be
lower than the nominal value of a Company share and will be rounded
to the nearest euro cent if necessary; being specified that there
will be no penalty in the case that the quote would fall below the
share nominal value of 0.1 euro.
The convertible notes may not be divested by their holder
without the Company’s prior consent, except for transfers to one or
more of the Investor’s affiliates. Moreover, the convertible notes
will not be the subject of a request for admission to trading on
the Euronext regulated market in Paris and will therefore not be
listed.
Main characteristics of the warrants attached to the
convertible notes
The share subscription warrants attached to the shares issued
upon conversion of the convertible notes will give the holder the
right to subscribe to one ordinary share for every four (4) share
subscription warrants.
The warrants will immediately be detached from the notes. They
may not be divested by their holder without the Company’s prior
consent, except for transfers to one or more of the Investor’s
affiliates. Furthermore, the share subscription warrants will not
be the subject of a request for admission to trading on the
Euronext regulated market in Paris and will therefore not be
listed.
The warrants can be exercised for a period of 5 years from their
issuance (the “Exercise Period”).
The strike price of each warrant (rounded to the nearest euro
cent if necessary) will be equal to 120% of the lowest daily
volume-weighted average price of a Genomic Vision share (as
reported by Bloomberg, or any equivalent provider should no figure
be published by Bloomberg) over the eight (8) trading days
immediately preceding the issuance of the notes (validated by the
reception of the warrant subscription price) whose warrants are the
result of the conversion into shares with warrants attached,
without the exercise price of a warrant able to be lower than the
nominal value of a Company share.
Based on the lowest daily volume-weighted average price over the
eight (8) last trading days of Genomic Vision share preceding
November 19, 2020, meaning 0.73 euros, the strike price of the
warrants would be 0.88 euros
New shares resulting from the conversion of notes or the
exercise of warrants
The new shares issued upon conversion of notes or exercise of
warrants will carry immediate and current dividend rights
("jouissance courante"). They will carry the same rights as those
attached to the Company’s ordinary shares and will be admitted to
trading on the Euronext regulated market in Paris under the same
listing line (ISIN FR0011799907).
The Company will maintain, on its website
(www.genomicvision.com), an updated table indicating the number of
convertible notes, share subscription warrants and shares in
circulation.
Commitment Fee
In connection with the investment, Genomic Vision shall pay to
the Investor a non-refundable Commitment Fee equal to:
- either 2.5 % (two point five per cent) of the total Investment
Amount if the Commitment Fee is paid in cash, one third of this
amount to be paid by the Issuer within six (6) Trading Days from
the Closing Date of each of Tranche 1, Tranche 2 and Tranche
3;
- or 4 % (four per cent) of the total Investment Amount if the
Commitment Fee is paid through set-off, by way of issuance of
additional Notes. In such a case, additional Notes must be issued
by the Issuer to the benefit of the Investor within six (6) Trading
Days from the Closing Date of Tranche 1
Theoretical impact of the OCABSA issue based on the lowest
daily volume-weighted average price of Genomic Vision shares over
the eight trading days prior to November 19, 2020, i.e.
€0.73
For guidance purposes, the impact of the issue of the first
drawdown and of all the OCABSAs would be as follows:
- Impact of the issue on equity per share (based on equity as
stated in the annual accounts to June 30, 2020 prepared in
accordance with International Financial Reporting Standards (IFRS)
and the number of shares making up the Company’s share capital at
November 19, 2020, i.e. 50.239.017 shares):
Equity per share at June 30, 2020
(in euros)
Undiluted basis
Diluted basis (*)
1st tranche
Total tranches
1st tranche
Total tranches
Before the issue
0.08
0.21
After the issue of 1,250,000 (1st tranche)
or 18,750,000 (Total tranches) new shares resulting from the
conversion of the convertible notes alone
0.09
0.23
0.22
0.32
After the issue of 312,500 (1st tranche)
or 4,687,500 (Total tranches) new shares resulting from the
exercise of warrants alone
0.08
0.14
0.21
0.26
After the issue of 1,562,500 (1st tranche)
or 23,437,500 (Total tranches) new shares resulting from the
conversion of the convertible notes and exercise of the
warrants
0.09
0.27
0.22
0.27
- Impact of the issue on the interest of a shareholder currently
holding 1% of the Company’s share capital:
Shareholder’s holding (as a
%)
Undiluted basis
Diluted basis (*)
1st tranche
Total tranches
1st tranche
Total tranches
Before the issue
1.00%
0.94%
After the issue of 1,250,000 (1st tranche)
or 18,750,000 (Total tranches) new shares resulting from the
conversion of the convertible notes alone
0.98%
0.73%
0.92%
0.70%
After the issue of 312,500 (1st tranche)
or 4,687,500 (Total tranches) new shares resulting from the
exercise of warrants alone
0.99%
0.91%
0.94%
0.87%
After the issue of 1,562,500 (1st tranche)
or 23,437,500 (Total tranches) new shares resulting from the
conversion of the convertible notes and exercise of the
warrants
0.97%
0.68%
0.92%
0.66%
_____________________________
(*) assuming full exercise of the share
subscription warrants and “bons de souscription de parts de
créateur d’entreprise” (Business Creator Share Warrants) issued and
attributed by the Company, exercisable or not, giving the right to
subscribe to 2,446,399 and 494,809 new shares respectively.
Cash and perspectives
Given its development plan and without taking into account the
drawdown of the first tranche of OCABSAs subject to this press
release, the Company is able to finance its activities until the
end of the 1st quarter 2021. The amount of 0.8 million euros of the
first tranche of OCABSAs will enable the Company to finance its
activities until May 2021 included.
Condition for drawing tranches
It is specified that any other drawdown of the financing line
set up with Winance will require the approval of the Autorité des
Marchés Financiers (AMF) on a prospectus, taking into account the
maximum theoretical dilution likely to result (assuming a
conversion of OCABSAs at the nominal value of 0.10 euro per
share).
***
ABOUT WINANCE
Winance is a global equity investor in SMEs that have a unique
competitive advantage and a capacity to deliver short and long-term
growth, in order to enable these companies to finance themselves
competitively for growth and/or working capital needs.
Website: www.winance.com
ABOUT GENOMIC VISION
GENOMIC VISION is a biotechnology company developing products
and services dedicated to the analysis (structural and functional)
of genome modifications as well as to the quality and safety
control of these modifications, in particular in genome editing
technologies and biomanufacturing processes. Genomic Vision
proprietary tools, based on DNA combing technology and artificial
intelligence, provide robust quantitative measurements needed to
high confidence characterization of DNA alteration in the genome.
These tools are mainly used for monitoring DNA replication in
cancerous cell, for early cancer detection and the diagnosis of
genetic diseases. Based near Paris, in Bagneux, the Company has
approximately 30 employees. GENOMIC VISION is a public listed
company listed in compartment C of Euronext’s regulated market in
Paris (Euronext: GV – ISIN: FR0011799907).
For further information, please visit www.genomicvision.com
Member of the CAC® Mid & Small and CAC®
All-Tradable indexes
FORWARD LOOKING STATEMENT
This press release contains implicitly or explicitly certain
forward-looking statements concerning Genomic Vision and its
business. Such forward-looking statements are based on assumptions
that Genomic Vision considers to be reasonable. However, there can
be no assurance that such forward-looking statements will be
verified, which statements are subject to numerous risks, including
the risks set forth in the “Risk Factors” section of the reference
document dated March 29, 2019 filed with the AMF under reference
number R19-004, available on the web site of Genomic Vision
(www.genomicvision.com) and to the development of economic
conditions, financial markets and the markets in which Genomic
Vision operates. The forward-looking statements contained in this
press release are also subject to risks not yet known to Genomic
Vision or not currently considered material by Genomic Vision. The
occurrence of all or part of such risks could cause actual results,
financial conditions, performance or achievements of Genomic Vision
to be materially different from such forward-looking
statements.
This press release and the information contained herein do not
constitute and should not be construed as an offer or an invitation
to sell or subscribe, or the solicitation of any order or
invitation to purchase or subscribe for Genomic Vision shares in
any country. The distribution of this press release in certain
countries may be a breach of applicable laws. The persons in
possession of this press release must inquire about any local
restrictions and comply with these restrictions.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201123006297/en/
Genomic Vision Dominique Remy-Renou CEO Tel.: +33 1 49 08
07 51 investisseurs@genomicvision.com
Ulysse Communication Press Relations Bruno Arabian
Tel.: +33 1 42 68 29 70 barabian@ulysse-communication.com
NewCap Investor Relations & Strategic
Communications Tel.: +33 1 44 71 94 94 gv@newcap.eu
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