Regulatory News:
Genomic Vision (FR0011799907 – GV – the “Company”)
(Paris:GV), a biotechnology company that develops tools and
services dedicated to the analysis and control of changes in the
genome, today announces the implementation of a new financing line
with Winance providing for the provision, subject to the prior
approval of the Company's shareholders and the conditions for
drawing down each tranche (in particular that the share price is
not lower than the nominal value), of a maximum of 15 financing
tranches of €2 million each, i.e. up to €30 million. This financing
line is intended to enable the Company to finance its activities
and development over at least the next three years.
In order to limit the risk that the share price would fall below
the nominal value, with the consequence of suspending any drawdown
under the financing facility, the extraordinary general meeting
would also be asked to reduce the nominal value of a share of the
Company to 0.01 euro. The Company invites all its shareholders to
attend this general meeting in order to express their opinion on
the resolutions to be presented. In this respect, and given the
difficulty of reaching a sufficient quorum, the Company will apply
to the Commercial Court for the appointment of an ad-hoc proxy to
represent shareholders who are not present or represented at this
General Meeting.
As of the date of this press release, the Company has a cash
position of €1.2 million, giving it a cash horizon at the end of
May 2022, in the absence of an additional drawdown on the financing
line set up in June 2020, which the Company can no longer use.
Dominique Remy-Renou, CEO and President of Genomic Vision,
comments: “We are delighted to be continuing our cooperation
with Winance, our long-standing financier, via this major agreement
that could enable us to continue our development strategy and to
reach a new milestone. The results obtained over the last two years
by our R&D teams in the development of new products aimed
notably at the bioproduction of innovative therapies and
development of potential aging and cancer biomarkers should allow
us to take up a position on these markets. The financial resources
will be used to expand our services portfolio and accelerate the
development of these new applications. We want to make the use of
our technology more accessible and automated for our clients on the
research, drug industry and in-vitro diagnostics markets. This
ramping up will be supported by the implementation of a
strengthened organization for our R&D teams and the deployment
of a sales team to accelerate our growth driven by these markets
that we believe are seeing substantial demand for innovative
solutions”.
Objectives of the operation This financing that would be
provided by Winance aims to meet the Company’s requirements, which
have been evaluated at approximately €30 million for the coming
three years. These investment and growth financing requirements are
based on the following key strategic priorities:
- 48% would be devoted to the consolidation and strengthening of
the R&D teams, the continuation of ongoing projects and the
expansion of the portfolio of applications:
1/Development of new high value-added solutions meeting the
needs of the following markets:
- Genome analysis and editing, and bioproduction,
- Research: fundamental and clinical focusing on oncology and
age-related illnesses,
- In-vitro diagnostics: HPV, FSHD and other new tests to
come.
2/ Improvement in the performances of the instrumentation to
make it more accessible:
- Development of integrated systems, from the preparation of
samples to the delivery and interpretation of results,
- Automation of the instrumentation to allow its use in routine
procedures.
- 27% would be devoted to the consolidation and strengthening of
the Sales, Support & Marketing teams:
- Broadening of the field coverage to meet international market
needs, primarily in the United States and Europe,
- Signing of structuring partnerships with third parties to
diversify our expertise and accelerate our programs.
- The remaining 25% would be devoted to covering running costs,
external expenses and more generally expenses not assigned to the
various elements listed above including executive compensation.
The Company would be committed to draw the first four tranches
of OCABSA convertible notes with warrants, representing a total net
receipt of, subject to the conditions precedent indicated in the
contract being met1:
- 8 million euros after the deduction of the entire commitment
fee of Winance if it is paid in the form of additional convertible
notes with warrants (see below for further information on this
fee), or
- of 5.9 million euros should Winance’s commitment fee be paid in
cash,
The payment of these first four tranches would extend the
Company’s financing horizon through to mid-2023.
Previous contract signed with Winance in June 2020 The
current contract with Winance concerning financing of up to €12
million was only partially used to the tune of €6 million gross
(€5.7 million net after the deduction of the commitment fee due
with respect to this contract) and notably allowed the Company
to:
- Continue pre-existing projects and
implement new R&D projects that are ongoing today, - Identify
and work with new partners for the production of our products, -
Put in place and accelerate the Services activity, - Revitalize the
management team and incorporate new talent, - Lay the cornerstones
of a highly ambitious new strategy.
The purpose of this new financing contract is to replace the
contract signed in 2020, which can no longer be used and in any
case would have expired in June 2022. Prior to the announcement of
the implementation of the previous contract on June 12, 2020, the
share price was €0.4 and the market capitalization was €19 million.
These figures were €0.11 and €7 million respectively at April 8,
2022, a total of 17.7 million shares, representing 35% of the share
capital at the date of implementation of the first contract, being
issued to date under this contract.
Terms of the operation The effective implementation of
this financing line is subject to the prior approval of Genomic
Vision’s shareholders at an Extraordinary General Meeting organized
in early May 2022 (the “EGM”).
Subject to the EGM’s approval, Genomic Vision’s Executive Board
should decide to issue a minimum of four tranches and could opt for
the issuance of a maximum of fifteen tranches of bonds convertible
into ordinary shares to which a share subscription warrant is
attached (the “Warrants” and, together with the shares to which
they are attached, the “OCABSA”
convertible notes with equity warrants), of €2 million tranches
(the amount of each tranche may be increased by mutual consent up
to €4 million on the basis of the Company’s share price), within
the limit of a bond issue of up to €30 million over a 60-month
period.
The OCABSA would be subscribed to by Winance or any affiliated
entity (together with its affiliated entities, the “Investor”) within the framework of an issue that
would be reserved for the latter.
The Investor is not intending to retain the shares issued with
respect to the financing line or to become a significant
shareholder in the Company, but to sell them on the market as soon
as possible.
The Investor has no vocation to preserve the titles and remain
permanently shareholder of the company but to sell them
progressively on the market over reasonable timeframe.
The legal terms, the main characteristics of the various
instruments and the Company and Investor’s main obligations are
described in the Appendix to this press release.
The issuance of one or more tranches of OCABSA convertible notes
with warrants attached will result in the drawing up of a
prospectus requiring a visa from the AMF stock market authority,
insofar as the likely resulting number of shares would exceed 20%
of the capital over 12 months.
Indicative schedule of the operation
Mid-April 2022
Convening of the EGM to decide to
reduce the nominal value of a share to 0.01 euro and to approve the
reserved issue of OCABSA to the Investor
Mid-May 2022
EGM
Mid-May 2022
Genomic Vision Executive Board
meeting to decide on the issuance of the first tranche of OCABSA,
subject to the EGM’s approval
Mid-May 2022
The Investor subscribes to the
first tranche of OCABSA for €2,000,000
The Company will publish another press release when the first
tranche of OCABSA convertible notes with equity warrants attached
is issued.
Appendix
Legal framework of the operation
The OCABSA would be issued in accordance with the provisions of
article L. 225-138 of the French commercial code, with
shareholders’ preferential subscription rights being waived in
favor of Winance.
Main characteristics of the notes convertible into
shares
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, it being
specified that the Company will have to comply with a cooling off
period that may not exceed a number of trading days between two
tranche drawdowns determined by the following formula: V / (k x T60
Daily); where V=amount of the tranche envisaged, k=0,25; and T60
Daily = Average daily volume over the previous 60 trading
sessions.
The convertible notes will have a nominal value of 1 euro each
and will be subscribed to at 96% of their par value. They will bear
no interest and will have a maturity of 24 months from their
issuance. When they reach maturity, the convertible notes will
automatically expire and will have to be reimbursed in cash at
their nominal value.
They will also have to be reimbursed should certain incidences
of default (as defined in the issuance contract2) occur, with a
penalty equal to 2% 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
euro);
“P” corresponding to 92% 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 ten (10) trading days
immediately preceding the day the Company receives a request to
convert the convertible note in question. P may not be lower than
the nominal value of a Genomic Vision share, or €0.10 euro to date,
it also being specified that the next Shareholders’ Meeting will be
asked to reduce this nominal value to €0.01 (this is not a
prerequisite for the implementation of the financing line).
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 convertible
notes will give the holder the right to subscribe to two (2)
ordinary shares for every five (5) 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 130% 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 ten (10) trading days
immediately preceding the issuance of the notes to which the
warrant in question was attached, without the exercise price of a
warrant able to be lower than the nominal value of a Company
share.
Based on a share price of 0.11 euros, the theoretical value of a
warrant would be 0.078 euros.
Commitment fee
In consideration of the Investor’s commitment to fund each
drawdown on the financing line, the Company has agreed to pay the
Investor a total commitment fee equal to €2.1 million that will be
spread equally over the drawdown of the first four tranches of
OCABSA convertible notes with equity warrants, payable via the
offsetting of a portion of the subscription price of the OCABSA or
via the issuance of additional OCABSA.
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 an updated summary of the outstanding
convertible notes and share subscription warrants and the number of
shares in circulation on its website (www.genomicvision.com).
Theoretical impact of the OCABSA issue based on the lowest
daily volume-weighted average price of Genomic Vision shares over
the ten trading days prior to April 11, 2022, i.e. €0.11
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 half-year accounts to June 30, 2021 prepared in
accordance with International Financial Reporting Standards (IFRS)
and the number of shares making up the Company’s share capital at
March 27, 2022, i.e. 67,931,364 shares):
Equity per share at June 30, 2021
(in euros)
Undiluted basis
Diluted basis (*)
1st tranche
all tranches
1st tranche
all tranches
Before the issue
0.06
0.15
After issuance of 20,000,000 (1st
tranche) or 300,000,000 (all tranches) new shares resulting from
the conversion of the convertible notes alone
0.07
0.09
0.14
0.11
After issuance of 8,000,000 (1st
tranche) or 120,000,000 (all tranches) new shares resulting from
the exercise of the warrants alone
0.06
0.11
0.15
0.14
After issuance of 28,000,000 (1st
tranche) or 420,000,000 (all tranches) new shares resulting from
the conversion of the convertible notes and exercise of the
warrants
0.07
0.10
0.14
0.12
After issuance of 33,250,000 (1st
tranche plus fee on first tranche) or 441,000,000 (all tranches and
total fee) new shares resulting from the conversion of the
convertible notes and exercise of the warrants
0.07
0.10
0.13
0.11
- Impact of the issue on the stake of a shareholder currently
holding 1% of the Company’s share capital:
Shareholder’s stake (%)
Undiluted basis
Diluted basis (*)
1st tranche
all tranches
1st
tranche
all tranches
Before the issue
1%
1%
After issuance of 20,000,000 (1st tranche)
or 300,000,000 (all tranches) new shares resulting from the
conversion of the convertible notes alone
0.77%
0.18%
0.79%
0.20%
After issuance of 8,000,000 (1st tranche)
or 120,000,000 (all tranches) new shares resulting from the
exercise of the warrants alone
0.89%
0.36%
0.90%
0.38%
After issuance of 28,000,000 (1st tranche)
or 420,000,000 (all tranches) new shares resulting from the
conversion of the convertible notes and exercise of the
warrants
0.71%
0.14%
0.73%
0.15%
After issuance of 33,250,000 (1st tranche
plus fee on first tranche) or 441,000,000 (all tranches and total
fee) new shares resulting from the conversion of the convertible
notes and exercise of the warrants
0.67%
0.13%
0.69%
0.15%
(*) 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
6,806,514 and 276,809 new shares respectively.
The main risks associated with this financing are notably the
following:
- the total amount of subscriptions to the convertible notes and
the new shares the exercise of warrants would give right to is not
guaranteed and will notably depend on market conditions at the time
of each drawing; in particular, the drawings would be interrupted
if the stock market price of a share of the Company fell below the
par value;
- shareholders will see their stake in the Company diluted
significantly as a result of the issuance of new shares issued upon
conversion of the convertible notes and/or exercise of the warrants
by the Investor – the dilution that could result from these
issuances of new shares is illustrated above;
- the volatility and liquidity of the Company’s shares may
fluctuate significantly;
- sales of the new shares issued upon conversion of the
convertible notes and/or exercise of the warrants are likely to
occur on the market very quickly after their issuance and to have a
significant negative impact on the Company’s share price, as the
Investor does not intend to remain a shareholder.
- in the absence of sufficient liquidity, Winance may no longer
be able to sell the shares resulting from the conversion of the
convertible bonds and/or the exercise of the warrants on the
market, which would call into question this source of
financing.
***
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. Genomic Vision,
based near Paris in Bagneux, 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 universal
registration document filed with the AMF on February 9, 2021 under
reference number R.21-002, 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.
1 including the absence of defaults, significant negative change
or change in control of the Company, listing of the Company’s
shares and meeting of the Company’s contractual commitments.
2 Default events notably include the delisting of the Company’s
shares from Euronext, a change in the Company’s control and the
occurrence of a material adverse change.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220411005680/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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