Croissy-Beaubourg and Montpellier, June 14, 2017 – 8: 00 CEST – THERADIAG (ISIN : FR0004197747, Ticker : ALTER, eligible PEA-PME), a company specialized in the in vitro diagnostic and theranostic, announces the implementation of a plan of free allocation of warrants to purchase redeemable shares (BSAR) for the benefit of its shareholders, one (1) BSAR per share held with an exercise price fixed to 4 .
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Michel Finance, ceo of Theradiag, comments : “We are pleased to offer our shareholders the possibility of being awarded new shares in case of exercise of these warrants. By this approach, we wanted to thank all of our existing shareholders for their loyalty and their unfailing support. In addition to the improvement of the daily liquidity of the security, the plan will allow Theradiag to obtain the best possible conditions in view of a possible fund-raising term. ”
Summary of the terms of the free broadcast of BSARS for the benefit of all the shareholders of Theradiag :
This award is a result of the authorisation granted at the combined General Meeting of 27 April 2017 in its 12th resolution and the decision of the Board of Directors of June 12, 2017 use of this delegation.
On June 22, 2017, each shareholder of Theradiag will receive free of charge a BSARS at the rate of each share held. On the basis of the share capital of the company on such date, up to a maximum of 8 654 944 BSAR before neutralization of treasury shares will be issued.
The holders of the BSARS are able to exercise and obtain shares of Theradiag to the date of issue of the BSARS and for a period of 2 years (until June 21, 2019 inclusive). The exercise price of the BSARS is set at 4 euros per share. The parity of exercise establishes that 7 BSAR gives the right to subscribe for 1 new share of Theradiag to 4 euros. The new shares subscribed on exercise of the BSARS will be assimilated to the old shares from their inception.
The BSARS, labels, Theradiag BSAR, will be sides and exchangeable on the Alternext market under the ISIN code FR0013260973 as of June 20, 2017.
The Company has no knowledge of the exercise intentions of its principal shareholders.
Objectives of the operation :
The exercise of all of the 8 654 944 BSARS issued and granted prior to neutralization of the treasury shares on the basis of the capital would give rise to the creation of a number of 1 236 420 new shares of the Company, a share capital increase, issuance premium included 4 945 680 euros.
The funds raised through this operation, if the BSARS are exercised, will allow Theradiag to have additional resources to finance its development strategy, centered on its commercial expansion, both in France and internationally, broadening its range of products, including solutions of theranostic, the launch of new brands into new segments, as well as any opportunity for external growth, a creator of value.
The operation is recommended by EuroLand Corporate.
In pursuance of the provisions of article L. 411-2 of the French monetary and financial Code and article 211-2 of the general regulations of the Autorité des Marchés Financiers (AMF), this emission does not give rise to a Prospectus approved by the AMF, because the total amount of the offer is between 100 000 and 5 000 000, and focuses on securities that do not represent more than 50% of the share capital of the company.
A notice to shareholders concerning this operation will be published on the 14th June 2017 at the Bulletin des Annonces Légales et Obligatoires (BALO).
The attention of investors is drawn to the risk factors set out in section I. 3 of the management report for the year ended December 31, 2016, available on the website of Theradiag (http://www.theradiag.com/fr/assemblee-generale/).
THERADIAG in brief
Strong of its expertise in the distribution, development and manufacturing of tests for in vitro diagnostics, Theradiag innovates and develops tests and theranostic (alliance of treatment and diagnosis) that measure the efficiency of biotherapies in the treatment of autoimmune diseases, cancer and AIDS. Theradiag participates in the development of ” personalized medicine “, promoting the individualization of treatments, the extent of their effectiveness, and the prevention of resistance. Theradiag markets the range of LISA TRACKER®, CE mark, a complete solution of diagnostic multiparametric for the support of patients with autoimmune diseases treated with biotherapies. Through its subsidiary Prestizia, Theradiag is also developing new markers of diagnosis through the platform micrornas for the detection and monitoring of cancer of the rectum and HIV/AIDS. The company is based in Marne-la-Vallée and Montpellier, and has over 75 employees.
Social capital, Theradiag is composed of 8 654 944 shares listed on the Alternext market in Paris (Euronext). ISIN : FR0004197747 – ALTER
For more information on the company Theradiag : www.theradiag.com.
ANNEX : DETAILED rules FOR The FREE ALLOCATION OF BSAR
Nature of the transaction
The proposed transaction by the company THERADIAG door on the allocation of free 8 654 944 warrants the redeemable shares “BSAR” to all shareholders, prior to neutralization of the treasury shares.
Legal framework of the offer
Making use of the delegation granted by the 12th resolution adopted by the combined general meeting of shareholders of 27 April 2017, the Board of Directors of THERADIAG has decided, at its meeting of June 12, 2017, to implement the delegations which have been granted and to proceed with the issue of the BSARS, on the following conditions.
Characteristic of the BSARS
Form of BSARS The BSARS will be registered shares or bearer shares, at the option of the shareholder.
The subscription price of the BSARS The BSARS will be freely allocated to all shareholders at the rate of one (1) BSAR per share held.
Parity of exercise and the exercise price of the BSARS. – Seven (7) BSAR will give the right to subscribe for one (1) new share of the Company of a nominal value of 1.70 euro at a price equal to 4 euros.
Price for exercise of BSARS – 4 euros per share, representing a premium of 68,78% compared to the reference price of 2.37 euros, which is representative of the close of the session of 12 June 2017.
In order to exercise their BSAR, holders should make the request through the intermediary where their securities are registered in the account.
The new shares subscribed on exercise of the BSARS and the date of enjoyment – The new shares resulting from the exercise of BSAR must be fully paid up when subscribed. The release of the new shares may be made either in cash or by offsetting receivables.
The new shares arising from the exercise of the BSARS shall bear enjoyment of current and will be listed on the same listing line as the existing shares.
Lapsing of BSARS The BSARS that have not been exercised at the latest on June 21, 2019 shall become null and void and will lose all value.
Listing of BSARS The BSARS will be the subject of an application for admission to trading on the Alternext market of Euronext Paris. Their first listing is scheduled for June 20, 2017 under the ISIN code FR0013260973.
Terms and conditions of exercise. – In order to exercise their BSAR, holders should make the request through the intermediary where their securities are registered in the account.
For the case where a holder of BSAR does not have a sufficient number of BSAR to subscribe a whole number of shares of the Company, he should make his case to the acquisition on the market of the number of BSAR necessary for the subscription of such whole number of shares of the Company. The BSARS forming fractional shares will be sold on the market during their period of listing but will not be entitled to compensation of their owners by the Company.
Suspension of the exercise of the BSARS – In the event of the issuance of new equity securities or new securities giving access to the share capital of the Company as well as in case of merger or scission, the Board of Directors reserves the right to suspend the exercise of the BSARS during a period which may not exceed three months, this faculty can in no event lose to the holders of the BSARS their rights to subscribe for new shares of the Company.
In this case, a notice will be published in the Bulletin des Annonces Légales Obligatoires (BALO) at least fifteen days before the date of entry into force of the suspension to inform the holders of the BSARS the date on which the exercise of BSAR will be suspended and the date on which it will resume. This information will also be the subject of a notice published by Euronext Paris.
Early redemption of the BSARS – The Company may, in its sole discretion, at any time, effective June 22, 2017 until the end of the Exercise Period, the early repayment of all or part of the BSARS in circulation at a unit price of 0.01 euro. However, such prepayments will only be possible if the average (weighted by the volumes of transaction of the action THERADIAG on the Alternext market of Euronext Paris calculated over the ten consecutive trading days during which the action THERADIAG is listed, selected from among the twenty days preceding the date of publication of the notice of prepayment (see below paragraph ” Notice to the holders of the BSARS the early redemption of BSAR “), the closing price of the share THERADIAG on the Alternext d’ Euronext Paris exceeds 15%, the exercise price of 4 € or 4,60 , subject to adjustment as provided.
Notice to the Holders of the BSARS the early redemption of the BSARS – the decision of The Company to proceed with the early redemption of the BSARS will be subject, at the latest one month before the date fixed for redemption of the BSARS, of a notice of prepayment published in the Bulletin des Annonces Légales Obligatoires and in a financial newspaper with national circulation and the notice of Euronext Paris SA.
In the event that the Company would implement the early redemption of the BSARS at a price of eur 0.01, the holders of the BSARS can avoid such redemption by exercising the BSARS prior to the date fixed for redemption in accordance with the provisions of the section ” Period and terms of exercise of the BSARS “. After this date, BSAR will reimburse the Company and cancelled.
Maintenance of the rights of the holders of the BSARS – HAS the date of issue of the BSARS and as long as there is BSARS in the course of validity, the rights of holders of BSARS will be reserved in the conditions stipulated by the act and the regulations in force and in particular by articles L. 228-98 and following of the commercial Code and in particular :
– in the event of a capital reduction motivated by losses, by reducing the number of shares, the rights of the holders of the BSARS on the number of shares receivable on exercise of the BSARS will be reduced accordingly as if said holders had been shareholders from the issue date of the BSARS,
– in the event of a capital reduction motivated by losses, by reduction of the nominal value of the shares, the subscription price of the shares to which the BSARS give entitlement shall be equal to the nominal value of the share immediately before the said reduction of capital, issue premium being increased by the amount of the decrease of the nominal value.
In addition :
– in the event of a capital reduction not motivated by losses, by reduction of the nominal value of the shares, the subscription price of the shares to which the BSARS give entitlement will be reduced to the amount,
– in the event of a capital reduction not motivated by losses, by reducing the number of shares, the holders of the BSARS, if they exercise their BSAR, may request the redemption of their shares under the same conditions as if they had been shareholders at the time of the redemption by the Company of its own shares,
In the case where, as the BSARS not exercised, the Company would proceed to any of the operations mentioned below :
– issuance of capital securities with a preferential subscription right of the shareholders ;
– depreciation of the capital ;
– modification of the distribution of its profits including by the creation of preferred shares ;
– distribution of reserves, in cash or in kind, and issue premiums,
the rights of holders of the BSARS, would be preserved under the conditions laid down in article L. 228-99 of the French commercial Code.
It will also have to inform the holders of the BSARS the realization of these operations, as well as measures of protection that it has decided to put in place in their favour.
To this end, it shall :
1° either the holders of BSARS exercise, if the conditions for exercise defined by the Board of Directors of the Company are not met, so that they can immediately participate in the operations mentioned in the first paragraph, or benefit from, in accordance with the provisions of article R. 228-87 of the Code of commerce,
2° take either of the provisions that will enable them, if they come to exercise their BSAR later, subscribe to as irreducible amounts of the new securities issued, or obtain the assignment free of charge, or receive cash or goods similar to those which have been distributed, in the same quantities or proportions and under the same conditions, except in respect of the enjoyment, as if they had been, during these operations, the shareholders, in accordance with the provisions of articles R. 228-88 and R. 228-89 of the Code of commerce,
3° either make an adjustment of the conditions of the subscription of the shares the issuance of which will result from the exercise of the BSARS were originally intended, so as to take account of the impact of the operations mentioned above, provided that such an adjustment is possible in the light of the conditions for the exercise of the BSARS, as decided by the Board of Directors of the Company ; the adjustment would be realized by applying the method set out in article R. 228-91 of the French commercial Code, it being specified that the value of the preferential subscription right as the value of share before posting of subscription right would be, if there was a need, as determined by the Board of Directors based on the price of subscription, exchange or sale per share retained during the last transaction on the share capital of the Company (capital increase, deposit of securities, sale of shares, etc) in the past six (6) months prior to the meeting of the Board of Directors, or, in the absence of the realization of a such transaction during this period, as a function of any other parameter of financial which will appear relevant to the Board of Directors.
The Company may be taken simultaneously with the measures referred to in 1° and 2°. It may, in all cases, replace them with the adjustment authorized in the 3° if such an adjustment is possible.
In the case of a merger by way of absorption of the Corporation, each holder of BSARS will be notified as and will receive the same information as if he was a shareholder in order to be able, if he wishes, exercise his right to the subscription of shares.
The Company may change its form, its purpose and the rules for the distribution of its profits and recoup its capital and issue of preference shares as provided for by article L. 228-98 of the Code of commerce.
Settlement of the fractional shares – Any holder of BSARS exercise of its rights in respect of the BSARS may subscribe to a number of new shares of the Company calculated by applying the number of BSAR presented the parity of exercise in force.
When by reason of the occurrence of any of the transactions mentioned in the preceding paragraph, the holder of BSARS exercise will be entitled to a number of new shares forming ” broken “, it may request that it be awarded :
the whole number of new shares immediately below ; in this case, it will be paid by the Corporation in cash in cash equal to the product of the fractional share forming “broken” by the value of the action. The value of the action will be assessed on the basis of the first listed price of the Company’s share on the Alternext market of Euronext Paris or on any other market on which the Company’s securities will be listed during the trading session preceding the date of the filing of the request to exercise the rights attached to the BSAR ;
the whole number of new shares immediately above, on condition to pay to the Company a sum equal to the value of the fraction of the additional action requested, are evaluated on the same basis as provided in the preceding paragraph.
Information of the holders of the BSARS in case of adjustment – In case of adjustment, new conditions for the exercise will be brought to the attention of the holders of the BSARS from this issuance through a notice published in the Bulletin des Annonces Légales Obligatoires (BALO).
The Board of Directors will give an account of the elements of the calculation and results of adjustment in the first annual report following this adjustment.
Purchases by the Company and cancellation of BSARS – The Company reserves the right to make at any time, without limitation on price or quantity, purchases on the stock exchange or off-exchange BSAR, or public offerings of purchase or exchange of the BSARS. The BSAR purchased in or outside the stock exchange or by way of public offerings, shall cease to be considered as outstanding and will be cancelled, in accordance with article L. 225-149-2 of the Code of Commerce.
Other markets and places of quotation. – Nil.
Dimension and nature of the new shares resulting from the exercise of BSAR. – The new shares resulting from the exercise of BSARS will be shares of common stock of the Company, of the same class as the existing shares of the Company. They will, upon their admission to trading on the market Alternext of Euronext Paris, assimilated to the old shares of the Company.
They will be traded under the same ISIN code as the existing shares of the Company, being ISIN FR0004197747.
Courts of competent jurisdiction. – The competent courts in case of dispute are those of the head office when the Company is defendant and are designated depending on the nature of the disputes, unless otherwise provided in the Code of Civil Procedure.
Representative of the masse of the holders of the BSARS. – In accordance with article L. 228-103 of the French Commercial Code, the holders of the BSARS are grouped in a masse endowed with the civil personality and subject to provisions identical to those which are provided by articles L. 228-47 to L. 228-64, L. 228-66 and L. 228-90.
In application of article L. 228-47 of the Code of Commerce, is designated as a representative sole proprietor of the mass of the holders of the BSARS (the ” Representative of the Masse of the Holders of the BSARS “) :
Mr. Thomas HORNUS, 37, rue Truffaut 75017 Paris.
The representative of the masse of the Holders of the BSARS will, without reserve or restriction, the power to act on behalf of the mass of the holders of the BSARS all acts of management to defend the common interests of the holders of the BSARS.
He shall exercise his functions until his resignation, his removal by the general meeting of the holders of the BSARS or the occurrence of an incompatibility. Its mandate will cease as of right at the end of a period of two months from the expiration of the exercise period. This term is, if applicable, as extended as of right until the final solution of the ongoing trial in which the representative would be committed and the enforcement of decisions or transactions.
The remuneration of the representative of the mass, supported by the Corporation, of 650 euros per year. It will be payable on July 1 of each of fiscal years legal, as long as there is BSARS in circulation at this date.
CHARACTERISTICS OF the NEW SHARES RESULTING FROM The EXERCISE OF BSAR
Date of issuance of the new shares. – The new shares will be issued as and to the extent that the exercise of the BSARS between the 22nd of June 2017 and June 21, 2019, inclusive.
Number of new shares issued. – As an illustration, the exercise of all of the 8 654 944 BSARS issued and awarded on the basis of the share capital at 14 June 2017 would result in the creation of a maximum number of 1 236 420 new shares of the Company, a share capital increase, issuance premium included 4 945 680 euros.
The number of new shares will be the subject of a Euronext notice and a press release issued at the end of the exercise period, on 21 June 2019.
Listing. – The new shares resulting from the exercise of BSAR will be the object of periodic requests for admission to trading on the Alternext market of Euronext Paris and will be tradable on the same line as the old shares existing.
Publication of the results. – At the end of the period of exercise of the BSARS, on June 21, 2019, the company will disseminate a press release which will indicate the number of new shares and the total amount of fund raised by subscription of the new shares resulting from the allocation of the BSARS.
Dilution. – A shareholder who holds 1% of the share capital of the Company prior to the award of BSAR and who decide not to exercise the BSAR received in the context of this operation would see its stake in the share capital of the company pass to 0,875 % in the case of the exercise of the entirety of the BSARS awarded on the basis of the share capital of the company.
The Date of enjoyment. – The new shares resulting from the exercise of the BSARS shall bear enjoyment of current and will be listed on the same listing line as the existing shares.
Form. – The new shares may take the form of registered or bearer shares, at the option of the holders.
Negotiability of the new shares. – No statutory clause limits the free trading of the shares comprising the share capital of the company. The new shares will be freely tradable.
Applicable law and competent courts in case of disputes. – The BSARS and the new shares are issued in the framework of French legislation. The competent courts in case of litigation are those of the registered office of the company when it is a defendant and are designated depending on the nature of the disputes, unless otherwise provided in the Code of civil procedure.
INDICATIVE TIMETABLE OF The OPERATION
June 12, 2017
Decision of the Board of Directors for the issue of the BSARS to shareholders
14 June 2017
Publication of the notice in the BALO and dissemination of a press release on the transaction
No later than 16 June 2017
Publication by Euronext of the notice of issuance
June 20, 2017
1st day of listing of the BSARS
21 June 2017
Date of registration book to be considered for the award of the BSARS
June 22, 2017
Allocation of BSAR
Beginning of the period exercise of BSARS
June 21, 2019
End of the period of exercise of the BSARS The BSARS that have not been exercised at the later of the 21/06/2019 at the close of the trading session shall become null and void and will lose all value
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