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Idorsia announces the results of its rights offering in the context of the capital increase

Idorsia Pharmaceuticals Ltd
·9-min read

• The capital increase by way of an at-market rights offering now moves to the bookbuilding process for up to 7,974,681 shares

Allschwil, Switzerland – October 20, 2020
Idorsia Ltd (SIX: IDIA) today announced that in the context of its capital increase by way of an at-market rights offering, rights have been exercised for 15,825,319 new shares, corresponding to 66.5% of the maximum number of up to 23,800,000 new shares offered in the rights offering.

The up to 7,974,681 shares not taken up by existing shareholders in the rights offering are being offered to investors by way of a public offering in Switzerland and to qualified investors by way of private placements in certain jurisdictions outside Switzerland and the United States of America (the “United States” or “US”) pursuant to Regulation S of the US Securities Act of 1933, as amended (the “Securities Act”) and in the United States to qualified institutional buyers as defined in Rule 144A of the Securities Act pursuant to an exemption from the registration requirements of the Securities Act (the “International Offering”).

Idorsia’s principal shareholders, Jean-Paul and Martine Clozel, have exercised their rights in order to maintain their current shareholding of 28.4% in Idorsia. They may also participate in the International Offering and potentially increase their shareholding up to 30%.

The book for the International Offering is currently open. The offer price in the rights offering and for the International Offering will be determined following the end of the bookbuilding period. As contemplated in the offering and listing prospectus, Idorsia intends to end the bookbuilding period earlier than previously communicated: The close of the bookbuilding period as well as the offer price are expected before the opening of SIX Swiss Exchange on October 21, 2020.

The listing according to the International Reporting Standard of SIX Swiss Exchange, first trading day, settlement and delivery of the new shares is expected to be on October 23, 2020.

Notes to the editor

About Idorsia
Idorsia Ltd is reaching out for more - We have more ideas, we see more opportunities and we want to help more patients. In order to achieve this, we will develop Idorsia into one of Europe’s leading biopharmaceutical companies, with a strong scientific core.

Headquartered in Switzerland - a biotech-hub of Europe - Idorsia is specialized in the discovery and development of small molecules, to transform the horizon of therapeutic options. Idorsia has a broad portfolio of innovative drugs in the pipeline, an experienced team, a fully-functional research center, and a strong balance sheet – the ideal constellation to bringing R&D efforts to business success.

Idorsia was listed on the SIX Swiss Exchange (ticker symbol: IDIA) in June 2017 and has over 800 highly qualified specialists dedicated to realizing our ambitious targets.

For further information, please contact
Andrew C. Weiss
Senior Vice President, Head of Investor Relations & Corporate Communications
Idorsia Pharmaceuticals Ltd, Hegenheimermattweg 91, CH-4123 Allschwil
+41 (0) 58 844 10 10
www.idorsia.com

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for securities. This document is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations as such article was in effect immediately prior to the entry into effect of the Swiss Financial Services Act, nor is it a listing prospectus as defined in articles 27 et seqq. of the listing rules of SIX Swiss Exchange AG or of any other stock exchange or regulated trading venue in Switzerland nor is it a prospectus within the meaning of the Swiss Financial Services Act nor a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

A decision to invest in securities of Idorsia Ltd should be based exclusively on the issue and listing prospectus published by Idorsia Ltd (the “Company”) for such purpose. Copies of such issue and listing prospectus (and any supplements thereto) are available free of charge from Credit Suisse AG, Zurich, Switzerland (email: equity.prospectus@credit-suisse.com). In addition, copies of such issue and listing prospectus (and any supplements thereto) are available free of charge in Switzerland from Idorsia Ltd, Hegenheimermattweg 91, 4123 Allschwil, (telephone number: +41 58 844 10 10; email: investor.relations@idorsia.com.

This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FSMA Order”) or (iii) persons falling within Articles 49(2)(a) to (d), “high net worth companies, unincorporated associations, etc.” of the FSMA Order, and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In any member state of the European Economic Area and the United Kingdom (each an “EEA Member State”) this document is only addressed to qualified investors in that EEA Member State within the meaning of the Regulation (EU) 2017/1129.
Information to Distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process by each underwriter established in the EEA, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering Furthermore, it is noted that, notwithstanding the Target Market Assessment, the underwriters established in the EEA will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Idorsia Ltd and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Idorsia Ltd assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.
Except as required by applicable law, Idorsia Ltd has no intention or obligation to update, keep updated or revise this publication or any parts thereof (including any forward-looking statement) following the date hereof.


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