VTX Vertex Resource Group Ltd

• Capital increase of around €32m, which may be increased to a maximum of around €37m if the over-allotment option is exercised in full1
• Indicative price range: €13.50 to €16.50 per share
• Closing of the Open Price Offer: May 28, 2018 (at 8.00 p.m.)
• Closing of the Global Placement: May 29, 2018 (at 12.00 p.m.)
• Subscription commitments of €6.3m

Regulatory News:

Not for release, directly or indirectly, in the United States of America, Canada, Australia or Japan.

Voluntis (Paris:VTX) (the “Company” or “Voluntis”), a company specialized in digital therapeutics, today announces the launch of its initial public offering on Euronext’s regulated market in Paris.

The Autorité des Marchés Financiers (AMF) granted visa number 18-169 on May 14, 2018 for the prospectus relating to the initial public offering of Voluntis shares, comprising a document de base registered on April 17, 2018 under number I.18-016 and a note d’opération (including the summary of the prospectus).

Voluntis, a digital therapeutics pioneer

Voluntis’ primary mission is to empower people suffering from chronic conditions to self-manage their treatment every day, thus improving real-world outcomes. To do so, Voluntis develops and markets digital therapeutics, which personalize treatment and support patients in the day-to-day management of their condition. Its therapeutic solutions, which work in real time thanks to digitized clinical algorithms, provide patients with tailored recommendations via a mobile app and equip their care team with patient data via a web app (so they can adjust treatment dosage, manage related symptoms, etc.). Voluntis’ digital therapeutics can enhance real life treatment efficacy and patient adherence, addressing a major medico-economic challenge.

Voluntis’ digital therapeutics are next-generation health solutions that:

• have undergone clinical evaluation,
• are subject to regulatory approvals (FDA, CE),
• require a medical prescription and aim to be reimbursed by payers (as in France, where its diabetes solutions are covered by the French national health insurance system).

Leveraging its Theraxium platform, the technological cornerstone underpinning its solutions, Voluntis has developed digital therapeutics primarily targeting diabetes and cancer.

Voluntis, as part of the emerging digital health sector, which aims to transform the healthcare industry, possesses strong assets to become one of its world leaders.

Reasons for the offer

The offer and admission to trading of the Company’s shares on Euronext’s regulated market in Paris are intended to give the Company additional resources to finance its operations and expansion.

Estimated net proceeds from the offer (i.e. around €29m on the basis of a price equal to the median of the indicative price range for the offer excluding exercise of the over-allotment option) shall be used as follows:

• 60% to strengthen the Voluntis’ group’s commercial offering in North America and Europe, by:
  • further building up the sales, marketing and medical team in charge of direct marketing of therapeutic software for diabetes patients to payers;
  • growth in field operations and support teams, in charge of backing the local rollout of the Voluntis group’s solutions in the various countries targeted;
• 20% to continue with technological, clinical and regulatory developments of its proprietary multi-cancer solution, with a view to obtaining regulatory authorization prior to marketing; and
• the remaining 20% to consolidate the Voluntis group’s organizational structure, primarily by developing the Company’s US subsidiary and further investing in the Voluntis group’s technological platform.

The offer and admission to trading of the Company’s shares on Euronext’s regulated market in Paris will also enable the Company to increase its awreness in France and abroad.

Voluntis’ principal assets

Relying on its 120 employees located in Paris and Boston and its advanced software and medical expertise (over 10 years of clinical trials), Voluntis has built several key assets:

A portfolio of solutions targeting the world’s two top therapy areas: diabetes and cancer

About 425 million people around the world suffered from diabetes in 2017. Voluntis has developed two distinct solutions to meet patient needs at key points during their insulin therapy pathway. Insulia® supports type II diabetes patients treated with long-acting basal insulin (the first phase of insulin therapy). Diabeo® supports type I and II diabetes sufferers treated with basal and bolus insulins (the second phase of insulin therapy).

Cancer is one of the world’s leading causes of morbidity and mortality. According to World Health Organization estimates, it causes almost 1 in 6 deaths around the world. In oncology, Voluntis’ digital therapeutics aim to enhance patient care through daily symptom management, which contributes to improving treatment adherence. They help to meet a major challenge for cancer treatment centers: the frequent symptoms caused by treatments and their consequent effect on patients’ quality of life, interruptions to treatment regimens and unscheduled hospital admissions. Accordingly, Voluntis is developing a proprietary multi-cancer solution as well as specific solutions under agreements with pharmaceutical groups. Examples of this approach include the ZEMY solution for breast cancer, developed in partnership with Roche, and the eCO solution for ovarian cancer, developed in partnership with AstraZeneca.

Partnerships with leading players in several areas:

Scientific development: Development strategy and clinical algorithms are elaborated with scientific advisors and highly renowned institutions such as the CERITD (Centre d’Études et de Recherches pour l’Intensification du Traitement du Diabète - a leading French not-for-profit organization active in diabetes prevention and treatment), chaired by Dr. Guillaume Charpentier, and the National Cancer Institute (NCI) in the United States.

Business development and commercialization: Voluntis has entered into major partnerships with global healthcare industry players that have unparalleled clinical development and distribution capabilities such as Sanofi, Roche, AstraZeneca and Onduo, a joint venture between Sanofi and Verily (formerly Google Life Sciences).

Technological development: Voluntis’ solutions can be integrated with existing suppliers’ technological ecosystems, such as blood glucose meters, including those of Livongo and Ascensia, thus automating the collection of blood glucose data.

Theraxium, the digital therapeutics technology platform:

Voluntis’ digital therapeutics are all founded on the Theraxium platform, designed and developed by Voluntis. This platform delivers the features common to all of their digital therapeutics, such as the algorithm engine and software security components, and facilitates the rapid development of new solutions, including for new indications.

A vast program of clinical trials, with 5 successfully completed and 2 in progress:

In diabetes, Voluntis’ solutions have undergone several multi-center randomized clinical trials. Between 2006 and 2013, Voluntis and the CERITD enrolled 370 patients in the Telediab1 and Telediab2 studies. The highly positive results of these studies, with a significant reduction in A1C, the glycemic control marker, demonstrated the clinical efficacy of Voluntis’ therapeutic solutions. In addition, Sanofi is conducting the Telesage study, one of the largest medico-economic and clinical trials in diabetes leveraging telemedicine, on 667 patients. Building on these solid foundations, Voluntis has secured regulatory clearances and already started the commercialization of its therapeutic solutions for people with diabetes.

In oncology, the eCO solution developed by Voluntis is being assessed in ovarian cancer, with clinical trials conducted by the National Cancer Institute under a cooperation agreement with AstraZeneca. An initial study revealed a high level of patient adherence and satisfaction. In breast cancer, the medical, organizational and economic benefits of the ZEMY app will be assessed in 2018 through a clinical trial in six French hospitals.

Commercial launch underway for Diabeo® and Insulia®:

Diabeo® is being introduced in France under the national telemedicine trial program to improve healthcare treatment pathways, after receiving the first reimbursement approval for a software medical device from the Haute Autorité de Santé (the French national health authority). Diabeo® is marketed in France by Sanofi under an exclusive partnership.

Insulia® has been launched in France and North America by Voluntis and its non-exclusive partners Sanofi and Onduo. Voluntis also plans to launch Insulia® in Europe’s main markets.

During the commercialization phase, Voluntis earns revenue arising from the reimbursement of its solutions by payers, either directly from them, or indirectly from the royalties paid by its industrial partners for the use of its digital therapeutics.

Terms of the Offer

The Company’s shares for which admission to trading on Euronext’s regulated market in Paris is requested are:

• all shares that make up Voluntis’ share capital, i.e. a maximum of 4,802,084 existing shares;
• a maximum of 638,376 new shares to be issued upon automatic conversion, at the same time as the settlement-delivery of the Company’s shares on Euronext’s regulated market in Paris on May 31, 2018, according to the indicative timetable, of the 71,000,000 bonds convertible into shares issued by the Company (assuming conversion on May 31, 2018 and on the basis of the lower end of the indicative price range for the Offer, i.e. €13.50); and
• a maximum of 2,472,500 shares offered if the over-allotment option is fully exercised.

The offer price may be within a range of €13.50 to €16.50 per share. This range may be amended at any time up to (and including) the scheduled closing date of the offer.

Structure of the Offer

The new shares will be issued as part of a global offer (the “Offer”), comprising:

• an offer to the public in France in the form of an open price offer, intended primarily for natural persons (the “Open Price Offer” or the “OPO”), it being specified that:
  • orders will be broken down according to the number of shares requested: order fraction A1 (5 shares up to 250 shares inclusive) and order fraction A2 (above 250 shares);
  • A1 order fractions will benefit from preferential treatment over A2 order fractions if it is not possible for all orders to be fulfilled;
• a global placement intended primarily for institutional investors in France and in certain countries (the “Global Placement”).

If demand expressed within the framework of the OPO allows, the number of new shares allocated in response to orders issued within the framework of the OPO shall be at least equal to 10% of the total number of shares offered before any exercise of the over-allotment option.

Over-allotment option

In order to cover any over-allotments, the Company shall grant the joint lead managers and joint bookrunners – Bryan Garnier & Co and Oddo BHF SCA – an over-allotment option allowing for the subscription to additional new shares up to 15% of the number of new shares, equal to a maximum of 322,500 shares at the price of the shares offered within the framework of the Offer.

This over-allotment option may be exercised by the joint lead managers and joint bookrunners on one occasion at any time, in whole or in part, during a period of 30 calendar date from the date the Offer price is set or, by way of indication, no later than June 28, 2018 (inclusive).

If the over-allotment option is exercised, information relating to this exercise and the number of additional new shares to be issued shall be brought to the attention of the public by means of a press release distributed by the Company.

Amount of the Offer

For information only, gross proceeds and net proceeds of the issue are likely to be as follows:

(€ million)  

Grossproceeds

  Net proceeds After issuance of 2,150,000 new shares (1)   32.25   29.39 After issuance of 2,472,500 new shares and additional new shares if the over-allotment option is exercised in full (1)   37.09   33.90 After issuance of 1,612,500 new shares if the Offer is reduced to 75.0%(2)   21.77   19.56

(1) On the basis of a price equal to the median of the indicative price range for the Offer (i.e. €15.00 per share).

(2) On the basis of the lower end of the indicative price range for the Offer, i.e. €13.50 per share.

The Company’s abstention commitment

As of the signing of the placement and underwriting agreement and for a period of 180 calendar days from the settlement-delivery date, subject to certain usual exceptions.

Shareholders’ lockup agreement representing 99.57% of the Company’s share capital

As of the date of the AMF visa for the prospectus and up to 360 calendar days following the settlement-delivery date of the Company’s shares, for 100% of their shares, subject to certain usual exceptions; it being specified that this undertaking concerns all Company shares held on the date of the initial public offering (but not those owned subsequently, if applicable, within the framework of or after the initial public offering).

Subscription commitments

CM-CIC Innovation, SHAM Innovation Santé, Bpifrance Participations, Services Innovants Santé et Autonomie (SISA) and Vesalius Biocapital II SA Sicar have agreed to place subscription orders in cash provided that the Offer Price is within the indicative Offer Price range for a total amount of €6.3 million, equal to 19.50% of the gross amount of the Offer (on the basis of the median of the indicative price range and excluding exercise of the Over-allotment Option). These orders shall be allocated as a priority and in full, it being specified that they may nevertheless be reduced in accordance with the usual allotment principles (primarily assuming that subscriptions received within the framework of the Offer are well above the number of Shares Offered).

The table below gives details of subscription commitments:

    Amount of subscription commitments

(€)

CM-CIC Innovation   800,000 SHAM Innovation Santé   500,000 Bpifrance Participations   3,000,000 SISA   1,000,000 Vesalius Biocapital II SA Sicar   1,000,000 Total   6,300,000

Provisional timetable

May 14, 2018  

• AMF’s approval of the Prospectus (visa)

May 15, 2018  

• Distribution of the press release announcing the Offer and availability of the Voluntis prospectus
• Publication by Euronext of the notice of opening of the Open Price Offer
• Opening of the Open Price Offer and the Global Placement

May 28, 2018  

• Closing of the Open Price Offer at 5.00 p.m. (Paris time) for subscriptions placed at counters and 8.00 p.m. (Paris time) for online subscriptions

May 29, 2018  

• Closing of the Global Placement at 12.00 p.m. (Paris time)
• Setting of the Offer price
• Signing of the placement and underwriting agreement between the Company and Bryan, Garnier & Co and Oddo BHF SCA as joint lead managers and joint bookrunners
• Distribution of the press release stating the Offer Price, the definitive number of new shares and the results of the Offer
• Publication by Euronext of the notice of the results of the Offer
• Start of trading of the Company’s shares on Euronext’s regulated market in Paris
• Start of exercise period for the over-allotment option
• Start of any stabilization period

May 30, 2018  

• Start of trading of the Company’s shares in the form of promissory notes on Euronext’s regulated market in Paris (up to May 31, 2018 inclusive)

May 31, 2018  

• Settlement-delivery of the OPO and the Global Placement

June 1, 2018  

• Start of trading of the Company’s shares on Euronext’s regulated market in Paris on a listing line titled “Voluntis”

June 28, 2018  

• Deadline for exercise of the over-allotment option
• End of any stabilization period

Procedures for subscription

Persons wishing to take part in the OPO must place their orders with an approved financial intermediary in France no later than May 28, 2018 at 5.00 p.m. (Paris time) for subscriptions placed at counters and 8.00 p.m. (Paris time) for online subscriptions.

To be taken into account, orders issued within the framework of the Global Placement must be received exclusively by one or more joint lead managers and joint bookrunners no later than May 29, 2018 at 12.00 p.m. (Paris time), apart from in the case of early closing.

Important – it is specified that:

• each order must be for a minimum of 5 shares;
• each ordering party can only issue one subscription order. This must be given to a single financial intermediary;
• if application of the discount rate or rates does not result in a whole number of shares, this number shall be rounded down to the next whole number; and
• subscription orders can be revoked online up to the closing of the Open Price Offer on May 28, 2018 at 8.00 p.m. (Paris time). It is up to the investors to contact their financial intermediary in order to check the procedure for revoking orders placed online and whether orders sent by other channels can be revoked and subject to what terms.

Voluntis shares identification codes

• Name: Voluntis
• ISIN code: FR0004183960
• Ticker: VTX
• Compartment: Euronext Paris (Compartment C)
• Business sector: 9537 - Software

Financial intermediaries

BRYAN, GARNIER & CO

 

ODDO BHF

Joint Lead Managers and Joint Bookrunners

Availability of the prospectus

Copies of the prospectus approved by the AMF on May 14, 2018 under visa number 18-169, comprising the document de base registered on April 17, 2018 under number I.18-016 and a note d’opération (including the summary of the prospectus), are available free of charge and on request from Voluntis, 58 avenue de Wagram, 75017 Paris, France - as well as on the Voluntis website (www.voluntis.com) and the AMF website (www.amf-france.org).

Risk factors

Voluntis draws investors’ attention to Section 4 “Risk factors” of the document de base registered with the AMF and Section 2 “Risk factors relating to the offer” of the note d’opération and in particular that relating to liquidity. The Company believes that it is in a position to meet its commitments up to September 2018 (without taking into account the net proceeds of this offer).

Disclaimer

No communication and no information in respect of the offering by Voluntis of the shares (the “Shares”) may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken outside of France in any jurisdiction where such steps would be required. The offering and subscription of the Shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. Voluntis assumes no responsibility for any violation of any such restrictions by any person.

This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament ant the Council of November 4th, 2003, as amended, in particular, by Directive 2010/73/EC of the European Parliament and the Council of November 24th, 2010, as amended and as implemented in each member State of the European Economic Area (the “Prospectus Directive”).

The offer will be open solely to the public in France after the delivery by the AMF of a visa on the Prospectus.

With respect to the member States of the European Economic Area other than France which have implemented the Prospectus Directive (each, a “relevant member State”) no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any relevant member State. As a result, the Shares may only be offered in relevant member States: (a) to legal entities that are qualified investors as defined in the Prospectus Directive; (b) in any other circumstances that do not require the publication by Voluntis of a prospectus pursuant to Article 3(2) of the Prospectus Directive.

For the purposes of this paragraph, the notion of an “offer to the public of Shares” in each of the relevant member States, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the Shares to be offered, thereby enabling an investor to decide to purchase or subscribe for the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive.

This selling restriction comes in addition to the other selling restrictions applicable in the other member states.

The distribution of this press release is not made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended) (the “Order”), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The securities are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities nor of any offer or solicitation to sell securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. Voluntis does not intend to register any portion of the proposed offering in the United States nor to conduct a public offering of securities in the United States.

The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan.

This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.

The prospectus registered with the Autorité des marchés financiers contains forward-looking statements. No guarantee is given as to these forecasts being achieved, which are subject to risks, including those described in the prospectus, and to the development of economic conditions, the financial markets and the markets in which Voluntis operates.

Oddo BHF SCA, acting as stabilising agent, or any institution acting on its behalf may, during a period of 30 days following the date on which the Offering Price is determined, i.e., according to the indicative timetable, from May 29to June 28 2018 (included), effect transactions with a view to maintaining the market price of the Voluntis shares in a manner consistent with applicable laws and regulations. These activities are intended to support the market price of the Voluntis’ shares and may affect the share price.

1 On the basis of the median of the indicative price range for the offer, i.e. €15.

View source version on businesswire.com: https://www.businesswire.com/news/home/20180514006538/en/

VoluntisMatthieu PlessisChief Financial Officerinvestisseurs@voluntis.com+33 (0)1 41 38 39 20orNewCapInvestor relationsMarc Willaume / Tristan Roquet Montégonvoluntis@newcap.eu01 44 71 94 94orNewCapMedia relationsNicolas Merigeauvoluntis@newcap.eu01 44 71 94 98