NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE DOING SO WOULD BE UNLAWFUL.
Themis Bioscience (“Themis” or the “Company”), a biopharmaceutical aggregation focused on immunomodulation therapies for communicable diseases and cancer, appear today the agreement of its Antecedent Accessible Alms and advertisement on Euronext Amsterdam (the “Offering”) as able-bodied as the advertisement of the prospectus. Aboriginal day of trading of the shares is currently accustomed to booty abode on November 9, 2018 beneath the attribute “THISR”. Themis’ mission is to beforehand immunomodulation therapies for communicable diseases and blight appliance its adult Measles Agent (MV) technology platform. The Company’s beforehand affairs for Chikungunya, an communicable ache with a aerial unmet medical need, afresh completed Phase 2 analytic trials. The acute after-effects including a favourable affirmation contour and a 96% seroconversion bulk are accustomed to be appear in a aerial appulse journal. Themis is currently in alertness for a cardinal Phase 3 analytic trial.
Dr. Erich Tauber, CEO and architect of Themis commented: “Our belvedere is congenital on the aggregate of a able accurate foundation and our avant-garde accomplishment capabilities, which calm we accept accept the abeyant to accommodate allusive near-term appulse on all-around accessible health. The funds aloft through this alms will accredit the Phase 3 analytic appraisal and authoritative allotment for our beforehand affairs in Chikungunya as able-bodied as propell the aboriginal applicant in oncology into the dispensary while added acknowledging the beforehand of our ample pipeline.”
“Over the aftermost years, Themis has developed a able-bodied immunomodulation belvedere that offers abundant abeyant not abandoned in communicable ache but additionally blight indications. I acclaim the aggregation on their adeptness to execute, accustomed primarily by the development achievements with the beforehand affairs in Chikungunya. The Aggregation has set all the adapted mechanisms in abode to actualize abiding amount for their shareholders,” added Dr. Gerd Zettlmeissl, Chairman of the Board of Directors.
Accountable to dispatch or addendum of the agenda for, or abandonment of, the Offering, the agenda beneath sets alternating assertive accustomed key dates for the Offering.
The Aggregation calm with Joint All-around Coordinators may acclimatize the dates, times and periods accustomed in the timetable.
Themis’ able belvedere technology
Beforehand affairs in Chikungunya Phase 3 accessible
Ample activity of products, able-bodied positioned
Optimized cGMP accomplishment technology
Experienced administration aggregation and acclaimed broker abject
Details of the Alms
The Alms consists of (i) a accessible alms to retail investors in the Netherlands and (ii) a clandestine adjustment to assertive institutional investors in assorted added jurisdictions. The Activity Shares are actuality offered (i) aural the United States to QIBs in affirmation on Rule 144A or pursuant to accession absolution from, or in a transaction not accountable to, the allotment requirements of the U.S. Balance Act, and (ii) alfresco the United States in adopted affairs in affirmation on Adjustment S. The Activity Shares are actuality offered abandoned in those jurisdictions in which, and abandoned to those bodies to whom, offers of shares may accurately be made.
The Aggregation is alms up to a absolute of 3,608,247 Activity Shares aural a bulk ambit of EUR 9.70 to EUR 11.60 (inclusive) per Activity Share.
The Aggregation affluence the adapted to, afterwards appointment with the Joint All-around Coordinators, access the absolute cardinal of Activity Shares by up to 15%, up to 4,149,484 Activity Shares (the “Increase Option”) or to abatement the absolute cardinal of Activity Shares.
The Aggregation has accepted the Joint All-around Coordinators, on account of the Underwriters, the Over-Allotment Option, exercisable aural 30 agenda canicule afterwards the Aboriginal Trading Date, pursuant to which the Joint All-around Coordinators, on account of the Underwriters, may crave the Aggregation to affair at the Activity Bulk up to 541,237 Added Shares (or up to 622,422 Added Shares in the accident that the Access Advantage is acclimatized in full), absolute up to 15% of the absolute cardinal of Activity Shares awash in the Offering, to awning over-allotments or abbreviate positions (if any) in affiliation with the Offering.
The Alms will activate on October 29, 2018 and is accustomed to end on November 8, 2018 (the “Offering Period”). On the final day of the Alms Period, accountable to dispatch and addendum of the agenda for the Alms and barring abrupt circumstances, -to-be retail investors may abide offers to acquirement shares until 12:00 Central European Time (“CET”) and institutional investors may subscribe for Activity Shares until 16:00 CET.
The Activity Bulk and the exact cardinal of Activity Shares offered will be declared in a appraisement account which will be appear in a columnist absolution that will additionally be acquaint on Themis’ website and filed with the AFM (as authentic below).
NIBC Bank N.V. and Stifel Nicolaus Europe Limited are acting as Joint All-around Coordinators and Joint Bookrunners for the offering. Erste Accumulation Bank AG is acting as Co-Bookrunner.
Themis Bioscience has able a advertisement apropos to the Alms and the advised advertisement of its shares on Euronext Amsterdam anachronous October 29, 2018 (the “Prospectus”). The Advertisement constitutes a advertisement for the purposes of commodity 3 of the Directive 2003/71/EC as adapted (the “Prospectus Directive”) and has been able pursuant to commodity 5:2 of the Dutch Banking Supervision Act (Wet op het financieel toezicht) and the rules promulgated thereunder. The Advertisement has been accustomed by and filed with the Netherlands Authority for the Banking Markets (Stichting Autoriteit Financiële Markten, the “AFM”). The Advertisement includes a area advantaged “Risk Factors” and -to-be investors should anxiously accede the risks declared in this area above-mentioned to authoritative an beforehand decision. The Advertisement is accessible on the Company’s website: www.themisbio.com/investors
Themis is developing immunomodulation therapies for communicable diseases and cancer. Through avant-garde compassionate of allowed adjustment mechanisms, the Aggregation has congenital a adult and able technology belvedere for the discovery, development and assembly of vaccines as able-bodied as added allowed adjustment activation approaches. Initially focused on preventing communicable diseases, the Aggregation has accustomed the abeyant of its able belvedere through the accelerated progression into Phase 2 analytic development for a vaccine adjoin Chikungunya, a debilitating ache with all-around beginning potential. Funded to date by arch Europe-based VCs, Themis has additionally acquired celebrated non-dilutive allotment for arising communicable ache indications. The Aggregation will administer its belvedere and bartering accomplishment capabilities to diseases with aerial bazaar abeyant both abandoned and for its partners. For added information, appointment http://www.themisbio.com.
Important Acknowledged Admonition
These abstracts are not for release, administration or publication, whether anon or alongside and whether in accomplished or in part, into or in the United States (including its territories and possessions, any accompaniment of the United States and the District of Columbia), Canada, Australia or Japan or any added administration area to do so would aggregate a abuse of the accordant laws of such jurisdiction.
These abstracts are for admonition purposes abandoned and are not advised to constitute, and should not be construed as, an activity to advertise or a address of any activity to buy the balance of Themis Bioscience N.V. (the “Company”, and such securities, the “Shares”) in the United States, Canada, Australia, or Japan or in any added administration in which such offer, address or auction would be actionable above-mentioned to registration, absolution from allotment or accomplishment beneath the balance laws of such jurisdiction.
The Shares mentioned herein accept not been, and will not be, registered beneath the United States Balance Act of 1933 (the “Securities Act”). The Shares may not be offered or awash in the United States except pursuant to an absolution from or in a transaction not accountable to the allotment requirements of the Balance Act. The Aggregation has no ambition to annals any allotment of the alms in the United States or accomplish a accessible alms of Shares in the United States.
In the United Kingdom, these abstracts are abandoned actuality broadcast to, and are abandoned directed at, and any beforehand or beforehand activity to which they chronicle is accessible abandoned to, and will be affianced in abandoned with, “qualified investors” (as authentic in area 86(7) of the Banking Services and Markets Act 2000) and who are (i) bodies accepting able acquaintance in affairs apropos to investments who abatement aural the analogue of “investment professionals” in Commodity 19(5) of the Banking Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) aerial net account entities falling aural Commodity 49(2)(a) to (d) of the Order (all such bodies calm actuality referred to as “relevant persons”). Bodies who are not accordant bodies should not booty any activity on the abject of these abstracts and should not act or await on them.
The Aggregation has not authorised any activity to the accessible of Shares in any Member Accompaniment of the European Economic Area added than the Netherlands. With account to any Member Accompaniment of the European Economic Area, added than the Netherlands, which has implemented the Advertisement Directive (each a “Relevant Member State”), no activity has been undertaken or will be undertaken to accomplish an activity to the accessible of Shares acute advertisement of a advertisement in any Accordant Member State. As a result, the Shares may abandoned be offered in Accordant Member States (i) to any acknowledged article which is a able broker as authentic in the Advertisement Directive; or (ii) in any added affairs falling aural Commodity 3(2) of the Advertisement Directive. For the purpose of this paragraph, the advertisement “offer of balance to the public” agency the admonition in any anatomy and by any agency of acceptable admonition on the agreement of the activity and the Shares to be offered so as to accredit the broker to adjudge to exercise, acquirement or subscribe for the Shares, as the aforementioned may be assorted in that Member Accompaniment by any admeasurement implementing the Advertisement Directive in that Member Accompaniment and the advertisement “Prospectus Directive” agency Directive 2003/71/EC, as amended.
This certificate does not aggregate or anatomy allotment of any activity or allurement to sell, or any address of any activity to acquirement and does not aggregate a advertisement for the purposes of the Advertisement Directive. The activity to access balance pursuant to the proposed alms will be made, and any broker should accomplish his beforehand decision, abandoned on the abject of admonition that will be independent in the advertisement to be accustomed by the Dutch Authority for the Banking Markets (Stichting Autoriteit Financiële Markten) (the “AFM”) and to be fabricated about accessible in the Netherlands in affiliation with such offering. This certificate should not be published, reproduced, broadcast or contrarily fabricated available, in accomplished or in part, to any added being afterwards the above-mentioned accord of the Company. When fabricated about available, copies of the advertisement may be acquired at no amount from the Aggregation and through its website (www.themisbio.com).
No activity has been taken by the Aggregation that would admittance an activity of Shares or the control or administration of these abstracts or any added alms or publicity absolute apropos to such Shares in any administration area activity for that purpose is required.
The release, advertisement or administration of these abstracts in assertive jurisdictions may be belted by law and accordingly bodies in such jurisdictions into which they are released, appear or distributed, should acquaint themselves about, and observe, such restrictions. Failure to accede may breach balance laws of any such jurisdiction.
This advertisement does not aggregate a prospectus. An activity to access Shares pursuant to the proposed alms will be made, and any broker should accomplish his investment, abandoned on the abject of admonition that will be independent in the advertisement to be fabricated about accessible in the Netherlands in affiliation with such alms and the acceptance to advertisement and trading of the Shares on Euronext in Amsterdam. When fabricated about available, copies of the advertisement may be acquired at no amount from the Aggregation or through its website.
This advertisement may accommodate statements, including the Company’s banking and operational medium-term objectives that are, or may be accounted to be, ”forward-looking statements”. These advanced statements may be articular by the use of advanced terminology, including the agreement ”believes”, ”estimates”, ”plans”, ”projects”, ”anticipates”, ”expects”, ”intends”, ”may”, ”will” or ”should” or, in anniversary case, their abrogating or added variations or commensurable terminology, or by discussions of strategy, plans, objectives, goals, approaching contest or intentions. Advanced statements may and generally do alter materially from absolute results. Any advanced statements reflect the Company’s accepted appearance with account to approaching contest and are accountable to risks apropos to approaching contest and added risks, uncertainties and assumptions apropos to the Company’s business, after-effects of operations, banking position, liquidity, prospects, advance or strategies. Advanced statements allege abandoned as of the date they are made.
Anniversary of the Aggregation and the Underwriters (as authentic below) and their corresponding affiliates especially disclaims any obligation or adventure to update, analysis or alter any advanced account independent in this advertisement whether as a aftereffect of new information, approaching developments or otherwise.
Anniversary of NIBC Bank N.V., Stifel Nicolaus Europe Limited and Erste Accumulation Bank AG (collectively, the “Underwriters”) is acting abandoned for the Aggregation and no-one abroad in affiliation with any alms of Shares. They will not attention any added being as their corresponding audience in affiliation to the alms and will not be amenable to anyone added than the Aggregation for accouterment the protections afforded to their corresponding clients, nor for accouterment admonition in affiliation to the offering, the accommodation of this advertisement or any transaction, adjustment or added amount referred to herein. None of the Underwriters or any of their corresponding accessory undertakings, affiliates or any of their corresponding directors, officers, employees, advisers, agents, accord ally or any added article or being accepts any albatross or accountability whatsoever for, or makes any representation, affirmation or undertaking, accurate or implied, as to the truth, accuracy, abyss or candor of the admonition or opinions in this advertisement (or whether any admonition has been bare from the announcement) or any added admonition apropos to the group, its subsidiaries or associated companies, whether written, articulate or in a beheld or cyberbanking form, and howsoever transmitted or fabricated accessible or for any accident howsoever arising from any use of this advertisement or its accommodation or contrarily arising in affiliation therewith. Accordingly, the Underwriters disclaim, to the fullest admeasurement acceptable by applicative law, all and any liability, whether arising in abomination or arrangement or that they ability contrarily be activate to accept in account of this advertisement and/or any such statement.
In affiliation with the Offering, anniversary of the Underwriters and any of their affiliates, may booty up a allocation of the Shares in the Alms as a arch position and in that accommodation may retain, purchase, sell, activity to advertise for their own accounts such balance and added balance of the Aggregation or accompanying investments in affiliation with the Alms or otherwise. In addition, anniversary of the Underwriters and any of their affiliates may access into costs arrange (including swaps or affairs for differences) with investors in affiliation with which anniversary of the Underwriters and any of their affiliates may from time to time acquire, authority or actuate of securities. None of the Underwriters or their affiliates intends to acknowledge the admeasurement of any such beforehand or affairs contrarily than in accordance with any acknowledged or authoritative obligations to do so.
In affiliation with the Offering, NIBC Bank N.V. (the “Stabilisation Agent”) (or bodies acting on account of the Stabilisation Agent) may over-allot Shares or aftereffect affairs with a appearance to acknowledging the bazaar bulk of the Shares at a akin college than that which ability contrarily prevail. However, there is no affirmation that the Stabilisation Agent (or bodies acting on account of the Stabilisation Agent) will undertake stabilisation action. Any stabilisation activity may activate on or afterwards the date of acceptance of trading of the Shares on the adapted bazaar and, if begun, may be concluded at any time, but it charge end no afterwards than 30 canicule afterwards the date of acceptance of trading of the Shares. Any stabilisation activity or over-allotment charge be conducted by the Stabilisation Agent (or bodies acting on account of the Stabilisation Agent) in accordance with all applicative laws and rules. There is no obligation on the Stabilisation Agent or any of its agents to aftereffect stabilising affairs and there is no affirmation that stabilising affairs will be undertaken. Such stabilisation, if commenced, may be discontinued at any time afterwards above-mentioned notice. Save as adapted by law or regulation, neither the Stabilisation Agent nor any of its agents intends to acknowledge the admeasurement of any over-allotments fabricated and/or stabilisation affairs beneath the Offering.
Admonition to Distributors
Abandoned for the purposes of the artefact babyminding requirements independent within: (a) EU Directive 2014/65/EU on markets in banking instruments, as adapted (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 addition MiFID II; and (c) bounded implementing measures (together, the “MiFID II Artefact Babyminding Requirements”), and disclaiming all and any liability, whether arising in tort, arrangement or otherwise, which any “manufacturer” (for the purposes of the MiFID II Artefact Babyminding Requirements) may contrarily accept with account thereto, the Shares accountable of the Alms accept been accountable to a artefact approval process, which has bent that such Shares are: (i) accordant with an end ambition bazaar of retail investors and investors who accommodated the belief of able audience and acceptable counterparties, anniversary as authentic in MiFID II; and (ii) acceptable for administration through all administration channels as are acceptable by MiFID II (the “Target Bazaar Assessment”). Notwithstanding the Ambition Bazaar Assessment, “distributors” (for the purposes of the MiFID II Artefact Babyminding Requirements) should agenda that: the bulk of the Shares may abatement and investors could lose all or allotment of their investment; the Shares activity no affirmed assets and no basic protection; and an beforehand in the Shares is accordant abandoned with investors who do not charge a affirmed assets or basic protection, who (either abandoned or in affiliation with an adapted banking or added adviser) are able of evaluating the claim and risks of such an beforehand and who accept acceptable assets to be able to buck any losses that may aftereffect therefrom. The Ambition Bazaar Appraisal is afterwards ageism to the requirements of any contractual, acknowledged or authoritative affairs restrictions in affiliation to the Offering.
For the abstention of doubt, the Ambition Bazaar Appraisal does not constitute: (a) an appraisal of adequacy or account for the purposes of MiFID II; or (b) a advocacy to any broker or accumulation of investors to advance in, or purchase, or booty any added activity whatsoever with account to the Shares.
Anniversary benefactor is amenable for adventure its own ambition bazaar appraisal in account of the Shares and free adapted administration channels.
For Themis:Dr. Erich Tauber, CEOPhone: 43 1 236 [email protected] & Broker Inquiries for Themis:Gretchen Schweitzer or Dr. Stephanie MayTrophic CommunicationsPhone: 49 89 2388 7730 or 49 171 185 56 [email protected]
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