HolyHerblain (France), November 1st, 2021 Valneva SE, a specialty vaccines company, announced today that the underwriting banks have extended its global offering of 4,500,000 new common shares, consisting of a private placement of 4,466,880 common shares in Europe (including France) and other countries outside the United States (the “European private placement“) And a simultaneous public offering of 16,560 American Depositary Shares (“ADSs“), Each representing two shares of common stock (the”US offer“And together with the European Private Placement the”Global offer“), Have fully exercised their option to purchase up to 675,000 additional new ordinary shares in the form of 337,500 ADS. The additional ADSs will be delivered concurrently with the completion of the global offering on or about November 2, 2021.
As a result, the total number of Valneva common shares issued under the global offering (including in the form of ADSs) will be 5,175,000 common shares, including 708,120 common shares represented by 354,060 ADSs each representing two common shares representing gross proceeds from the global offering to about USD 102.0 million (€ 88.0 million).
Goldman Sachs, who acted as stabilization agent on his own behalf and on behalf of the other syndicate banks, reported that no stabilization activities had been carried out and that the stabilization period had now ended.
The Company has filed a registration statement, including a prospectus, with the US Securities and Exchange Commission with respect to these securities (“SEK“), Which was declared effective by the SEC on October 28, 2021. The offering was made by means of a prospectus and copies of the prospectus relating to the Global Offering and describing the terms of the Global Offering may be obtained from Goldman Sachs & Co. LLC. , Attention: Prospectus Department, 200 West Street, New York, New York 10282, Phone: 866-471-2526, Fax: 212-902-9316, Email: [email protected] or Jefferies LLC , Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or call +1 877 821 7388 or email [email protected]
No prospectus subject to approval by the French Autorité des Marchés Financiers (“AMF”) Was filed in France in connection with the global offer.
Application will be made to list the new common shares to be issued under the Global Offering on Euronext Paris.
About Valneva SE
Valneva is a specialty vaccines company focused on the development and commercialization of prophylactic vaccines against infectious diseases with significant unmet medical needs. The company takes a highly specialized and focused approach to vaccine development and then applies its deep understanding of vaccine science to develop prophylactic vaccines against these diseases. Valneva has used its expertise and skills to both successfully commercialize two vaccines and quickly get a wide range of vaccine candidates in and through the clinic, including candidates for Lyme disease, the Chikungunya virus and COVID-19.
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This press release contains certain forward-looking statements about the global offering and the company and its business, including its prospects, products and product candidate development. Such forward-looking statements are based on assumptions that the company believes to be appropriate. However, there can be no assurance that the estimates contained in such forward-looking statements will be verified as these estimates are subject to numerous risks, including the risks set out in Section 1.5 of the Universal Registration Document of the AMF Registered Company under number D.21 -0286 on April 9, 2021, supplemented by the change in the company’s universal registration, registered with the AMF on October 26, 2021 under number D.21-0286-A01 (copies of which are available on the company’s website) and the evolution of economic conditions, financial markets and the markets in which society operates. The forward-looking statements contained in this press release are also subject to risks that are unknown to the company or that the company does not currently believe to be material. The occurrence of all or some of these risks could cause actual results, financial conditions, performance or achievements of the company to differ materially from such forward-looking statements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction and does not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is presented would be unlawful to register or qualify under the securities laws of that jurisdiction. The registration statement is available to the public on the SEC’s website.
This announcement is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 in the currently valid version (the “Prospectus Ordinance“).
In France, the European private placement described above takes place exclusively as a placement in favor of groups of people in accordance with Article L. 225-138 of the “Code de Commerce” and the applicable regulations. The European private placement is reserved in Europe (including France) for “qualified investors” within the meaning of Article 2 (e) of the Prospectus Regulation.
In relation to any member state of the European Economic Area other than France (each a “Relevant Member State“), An offer of the securities referred to herein will not be made in this Relevant Member State and will not be made public, except: (i) to any legal entity that is a qualified investor within the meaning of the Prospectus Ordinance; (ii) to fewer than 150 natural or legal persons per relevant Member State; or (iii) in other circumstances falling under Article 1 (4) of the Prospectus Regulation; provided that no such offer of the securities referred to herein obliges the Company to publish a prospectus in accordance with Article 3 of the Prospectus Ordinance. For the purposes set out above, the term “public offer” in a relevant Member State has the meaning ascribed to it in Article 2 (d) of the Prospectus Regulation.
This notice is only being distributed to (a) persons outside the UK, (b) persons with professional experience in investment matters pursuant to Article 19 (5) of the Financial Services and Markets Act 2000 and is directed only to this (Funding) Order 2005 (the “command“), and (c) high net worth companies and other persons to whom it may otherwise lawfully be disclosed, within the meaning of Article 49 (2) of the Regulation (all such persons are collectively referred to as”relevant people“). Any investment or activity to which this release relates is available only to and with Relevant Persons. Persons who are not a Relevant Person should not act or refer to this release or any of its contents leaving .
For the purposes of each manufacturer’s product approval process only, the target market assessment for common stocks has concluded that: (i) the target market for the common stocks are eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65 / EU as amended (“MiFID II”); and (ii) all channels are appropriate for the distribution of the common stock to eligible counterparties, professional clients and retail investors. Any person who subsequently offers, sells, or recommends the common stock (a “Distributor”) should consider the manufacturer’s target market assessment; however, a MiFID II-liable dealer is responsible for carrying out its own target market valuation in relation to the common stocks (either by adopting or refining the target market valuation of the manufacturers) and determining suitable distribution channels. To be clear, even if the target market includes retail clients, the syndicate banks have decided to only procure investors for common stocks who meet the criteria for eligible counterparties and professional clients.
This press release has been prepared in both French and English. If there are any discrepancies between the two texts, the French language version takes precedence.