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Biotalys announces end of Stabilization Period and the partial exercise of the Over-allotment Option in respect of 712,942 Shares in connection with its Initial Public Offering

·13-min read

Ghent, BELGIUM, Aug. 02, 2021 (GLOBE NEWSWIRE) -- This announcement is not an offer to invest in the shares (the “Shares”) of Biotalys. An investment in the Shares can only be based on the prospectus (the “Prospectus”) Biotalys has issued in connection with the offering of its Shares and which has, subject to the certain limitations, been made available on the Company’s website at www.biotalys.com/investors and prospective investors must read the entire prospectus in order to fully understand the potential risks and rewards associated with the decision to invest in the Shares. Prospective investors should read in particular the section on “Risk Factors” for a discussion of certain factors which should be considered in connection with an investment in the Shares, including the following risks: (i) Biotalys has never brought a product to the market. All but one of Biotalys product candidates are still in early stages of discovery. Only one product candidate is in the registration phase, but will, if regulatory approval is obtained, only be introduced as a market test and is not expected to become a profitable product for Biotalys. Biotalys technology platform AGROBODY Foundry™ and the modes of action of its product candidates are novel, have not been tested on a commercial scale, may not result in a marketable product in the near term, if ever or may not be well understood, may be difficult to apply or may not be accepted by customers, (ii) the current costs of manufacturing Biotalys product candidates are high. Biotalys has also not yet been able to cost-effectively manufacture any products on large scale for use in commercial environments. Biotalys may not be able to manufacture its product candidates in an economically viable manner and/or its product candidates may not be competitive in the target markets, (iii) Biotalys has not yet obtained regulatory approval for any of its product candidates. The crop protection products industry is subject to a stringent regulatory environment including extensive regulations for obtaining product registrations. Biotalys may not be able to obtain or maintain the necessary regulatory approvals for its product candidates, which will restrict its ability to sell the product candidates in some markets. Biotalys inability to obtain regulatory approvals, or to comply with ongoing and changing regulatory requirements, could delay or prevent sales of the product candidates Biotalys is developing and intends to commercialize, (iv) Biotalys has a limited operating history and has not yet generated any revenues. Biotalys has incurred operating losses, negative operating cash flows and an accumulated deficit since inception and may not be able to achieve or subsequently maintain profitability. Biotalys is executing its strategy in accordance with its business model, the viability of which has not been demonstrated, and (v) in Biotalys’ opinion, it did not have sufficient working capital at the date of the Prospectus to satisfy its present or anticipated future working capital requirements for at least the next 12 months following the date of the Prospectus. Although these risk factors are not necessarily all ranked in order of their materiality, in each category the risk factors which in the assessment of Biotalys are the most material, taking into account the negative impact on Biotalys and on the Shares and the probability of its occurrence, are mentioned first. All of these factors should be considered before investing in the Shares. Prospective investors must be able to bear the economic risk of an investment in the Shares and should be able to sustain a partial or total loss of their investment.

Regulated Information

Biotalys announces end of Stabilization Period and the partial exercise of the Over-allotment Option in respect of 712,942 Shares in connection with its Initial Public Offering

Ghent, BELGIUM 2 August 2021Biotalys NV (“Biotalys” or the “Company”) an Agricultural Technology (AgTech) company focused on addressing food protection challenges with protein-based biocontrol solutions for a more sustainable and safer food supply, announces today the end of the Stabilization Period and the exercise of the Over-allotment Option by the Stabilization Manager in respect of 712,942 Shares in connection with its initial public offering (the “Offering”) of new Shares, with admission to trading of all of its Shares on the regulated market of Euronext Brussels.

Within the framework of the Offering, Joh. Berenberg, Gossler & Co. KG (“Berenberg”), acting on behalf of the Underwriters, was appointed by the Company as stabilisation manager (the “Stabilisation Manager”).

In order to facilitate stabilization, 949,999 existing Shares were over-allotted in the Offering by the Stabilization Manager (the “Additional Shares”).

To enable the Stabilization Manager to cover the placement of the Additional Shares in the Offering or short positions created by such over-allotment, the Stabilization Manager was granted an over-allotment option (in the form of a warrant) to subscribe for up to 949,999 additional new Shares at the final offering price of EUR 7.5 per Share (the “Over-allotment Option”). The Over-allotment Option was exercisable for a period of 30 calendar days following the first day on which the Shares were admitted to trading on the regulated market of Euronext Brussels (i.e., 2 July 2021).

On 30 July 2021, the Stabilization Manager, acting on behalf of the Underwriters, exercised the Over-allotment Option in respect of 712,942 additional new Shares which marks the end of the Stabilization Period. During the Stabilization Period, which commenced on the Listing Date, i.e. 2 July 2021, and was discontinued by the Stabilization Manager on 30 July 2021 upon exercise of the Over-allotment Option, stabilization was carried out by the Stabilization Manager through purchases of 237,057 Shares on the regulated market of Euronext Brussels. For more information on the stabilization transactions that were carried out during the Stabilization Period, reference is made to the announcements of the Stabilization Manager, which can be found at https://www.dgap.de/dgap/Companies/berenberg/?companyId=380168.

Pursuant to the exercise of the Over-allotment Option, 712,942 additional new Shares will be issued by the Company on 3 August 2021 before opening of the markets, leading to an additional EUR 5.3 million in gross proceeds for the Company in the context of the Offering.

As a result, the total number of new Shares issued by the Company in the context of the Offering will amount to 7,046,275 new Shares, and the total gross proceeds raised in the context of the Offering will amount to EUR 52.8 million.

Following the exercise of the Over-allotment Option and the issuance of the additional new Shares, the Company will have 30,733,329 outstanding Shares.

Taking into account the exercise of 144,444 warrants under the existing long term incentive plans of the Company, which will result in the issue of 72,222 additional new Shares on 3 August 2021 before opening of the markets, the Company will have 30,805,551 outstanding Shares.

For an overview of the dilution resulting from the Offering, reference is made to Chapter 11 (“Major Shareholders”) of the Prospectus prepared by the Company in connection with the Offering and (subject to certain limitations) available on the Company’s website (www.biotalys.com/investors).

Joh. Berenberg, Gossler & Co KG and KBC Securities NV acted as Joint Global Coordinators and, together with Belfius Bank NV, as Joint Bookrunners, where Oppenheimer Europe Ltd acted as Lead Bookrunner US (together, the “Underwriters”).

- ENDS -

For further information, please contact:

Biotalys
Toon Musschoot, Strategic Communications Manager
T: +32 (0)9 274 54 00
E: Toon.Musschoot@biotalys.com

For media enquiries, please contact:
Consilium Strategic Communications
Amber Fennell, Chris Gardner, Chris Welsh
T: +44 (0)203 709 5700
E: Biotalys@consilium-comms.com

About Biotalys

Biotalys is an Agricultural Technology (AgTech) company focused on addressing food protection challenges with protein-based biocontrol solutions for more sustainable and safer food. Based on its novel AGROBODY™ technology platform, Biotalys aims to develop a strong and diverse pipeline of effective products with a favorable safety profile that aim to address key crop pests and diseases across the whole value chain, from soil to plate. Biotalys was founded in 2013 as a spin-off from the VIB (Flanders Institute for Biotechnology). The Company is based in the biotech cluster in Ghent, Belgium. More information can be found on www.biotalys.com.

Important Notice

This announcement is not for distribution in or to persons resident in the United States of America, Australia, Canada, Japan, South Africa or Switzerland. The information contained herein does not constitute an offer of securities for sale.

This announcement contains statements which are "forward-looking statements" or could be considered as such. These forward-looking statements can be identified by the use of forward-looking terminology, including the words ‘aim’, 'believe', 'estimate', 'anticipate', 'expect', 'intend', 'may', 'will', 'plan', 'continue', 'ongoing', 'possible', 'predict', 'plans', 'target', 'seek', 'would' or 'should', and contain statements made by the company regarding the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are warned that none of these forward-looking statements offers any guarantee of future performance. The Biotalys actual results may differ materially from those predicted by the forward-looking statements. Biotalys makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.

The Company’s securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or under the laws of any state or other jurisdiction in the United States of America, and may not be offered or sold within the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States of America.

This information does not constitute an offer or invitation to proceed to an acquisition of or subscription for the Company’s securities, nor an offer or invitation to proceed to an acquisition of or subscription for the Company’s securities in any jurisdiction (including Belgium, member states of the EEA, the United States of America, Switzerland, Canada, Australia, Japan, South Africa or the United Kingdom) where such offer or invitation is not allowed without registration or qualification under the applicable legislation of the relevant jurisdiction, or where such offer or invitation does not meet the required conditions under the applicable legislation of the relevant jurisdiction.

This information and any materials distributed in connection with this information are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of or located in the United States of America, Switzerland, Canada, Australia, Japan, South Africa or any other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the laws or regulations of the United States of America, Switzerland, Canada, Australia, Japan, South Africa or any other jurisdiction. The distribution of this information in other jurisdictions than Belgium, may be restricted by laws or regulations applicable in such jurisdictions. All persons in possession of this information must inform themselves about, and comply with, any such restrictions.

An investment in shares entails significant risks. Relevant investors are encouraged to read the Prospectus. This document is not a prospectus and investors should not subscribe for or purchase any Shares referred to herein except on the basis of the information contained in the Prospectus. Potential investors must read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. This announcement and the approval of the Prospectus should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market. The value of the Company's Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the intended offering for the person concerned.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering such investments should consult an authorized person specializing in advising on such investments.

This announcement is only addressed to and directed at persons in the United Kingdom and member states of the European Economic Area (the "EEA") (each a Member State) who are "qualified investors" within the meaning of Article 2(e) of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended from time to time, to the extent implemented in the relevant Member State of the EEA) and any implementing measure in each relevant Member State of the EEA (the Prospectus Regulation), or such other investors as shall not constitute an offer to the public within the meaning of Article 3.1 of the Prospectus Regulation. In addition, in the United Kingdom, this announcement is only addressed to and directed at (i) persons having professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities, etc. falling within Article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The intended offering, as the case may be, will only be available to, and any invitation, offer or agreement to subscribe for, purchase, or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

The Underwriters are acting for the Company and no one else in relation to the intended offering, and will not be responsible to anyone other than the Company for providing the protections offered to their respective clients nor for providing advice in relation to the intended offering.

The Company assumes responsibility for the information contained in this announcement. None of the Underwriters or any of their respective affiliates or any of their respective directors, personally liable partners, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Each of the Underwriters and each of their respective affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement or information. No representation or warranty express or implied, is made by any of the Underwriters or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.


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