Investor Relations Captor Therapeutics ®
Commencement of book-building process for the offering of new P series bearer shares and conclusion of the share offering placement agreement.
Current report no. 41/2023
Drafting date: 21 September 2023.
Subject: Commencement of book-building process for the offering of new P series bearer shares and conclusion of the share offering placement agreement.
Legal basis: Article 17(1) MAR - confidential information.
With reference to: (i) current report No. 7/2023 dated 6 March 2023 informing about the Company's strategic plans for 2023-2025, (ii) current report No. 13/2023 dated 3 April 2023 and current report No. 37/2023 dated 5 September 2023 informing about the authorisation of the Company's Management Board to increase the Company's share capital within the limits of the authorised capital by issuing no more than 1,222.467 ordinary bearer shares, the Board of Directors of Captor Therapeutics S.A. with its registered office in Wrocław, Poland "the Issuer" or "the Company" informs about the commencement of the book-building process under the public offering carried out by way of private subscription of not more than 400,000 (four hundred thousand) ordinary bearer series P shares with a nominal value of PLN 0.10 (ten cents) each ("Series P Shares") issued by the Company (the "Offering").
The Offering is conducted on the basis of and subject to the terms and conditions set out in the Board of Directors' Resolution No. 2 of 21 September 2023 on increasing the Company's share capital within the limits of the authorised capital through the issue of series P shares, excluding pre-emptive rights, and on amending §6.1 of the Company's Articles of Association (the "Issue Resolution").
Pursuant to the Issue Resolution, the conduct of the Offering and the admission of the Series P Shares to trading on the regulated market operated by the Warsaw Stock Exchange do not require that the Company makes available to the public a prospectus or any other information or offering document within the meaning of applicable laws.
The Issuer has appointed Trigon Dom Maklerski S.A., Trigon Investment Banking spółka z ograniczoną odpowiedzialnością & wspólnicy spółka komandytowa (jointly "Trigon") and Powszechna Kasa Oszczędności Bank Polski- Oddział Biuro Maklerskie w Warszawie ("PKO BP") (Trigon and PKO BP are hereinafter jointly referred to as the "Global Co-ordinators") to act as intermediaries in the Offering and will be responsible for, among other things, conducting the book-building process for the Series P Shares, the "Book-building Process". The detailed subscription rules are attached as an appendix to this report.
The Company and the Global Co-ordinators have today entered into the Placing Agreement relating to the placement of the P Shares by the Global Co-ordinators on a best efforts basis and subject to certain conditions (the "Agreement"). The Agreement contains standard provisions contained in agreements of this type and provides for an undertaking by the Company In the Agreement, the Company has undertaken to the Global Co-ordinators that for a period of 180 days from the Closing Date, the Company will not (i) issue, offer, pledge, sell, contract to sell, grant any options, rights or warrants to purchase lend or otherwise transfer or dispose of (or publicly announce any such action), directly or indirectly, any securities of the Company similar to the securities offered under the Offer or such other securities convertible into or exercisable or exchangeable for securities of the Company similar to the securities offered under the Offer; (ii) enter into an exchange transaction or other agreement transferring to another person, in whole or in part, any economic effect of ownership of securities of the Company similar to the securities offered in the Offer, whether or not the transaction described in (i) or (ii) above is to be settled by delivery of securities of the Company similar to the securities offered in the Offer or such other securities, in cash or otherwise; or (iii) make a proposal to its shareholders to do any of the foregoing. The restriction referred to above shall not apply to: (i) activities related to the implementation of an incentive programme based on the Company's shares and offered to persons employed by the Company or performing certain functions in the Company or a subsidiary; (ii) the conclusion or execution by the Company of a strategic transaction (as defined in the Agreement); or (iii) the performance of the activities mentioned in the preceding sentence after the time when the price of one share of the Company listed on the WSE was at least PLN 172. Lock-up undertakings of similar content will also be given by the main shareholders, i.e. Michał Walczak, Paweł Holstinghausen-Holsten and Sylvain Cottens, whereby Michał Walczak's undertaking will provide for the possibility to dispose of up to 25,000 shares for, in principle, satisfaction of tax liabilities through a block transaction or off-market.
The Bookbuilding process will commence immediately after the publication of this current report and is expected to be completed on 22 September 2023 at 17:00 Warsaw time.
The offer will be addressed to: (i) qualified investors, within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC; (ii) investors who will acquire Series P Shares in the Offer with an aggregate equivalent of at least EUR 100,000 (one hundred thousand euros); and (iii) fewer than 150 natural or legal persons who are investors other than qualified investors.
The offer will be conducted to the exclusion of shareholders' pre-emptive rights, but with the priority rights provided for in par. 6 b(8) of the Company's Articles of Association. Following the Book-building Process, the Issuer's Management Board will select investors meeting the conditions stipulated in the Issue Resolution and in the detailed subscription rules with whom subscription agreements for P series shares will be concluded.
This current report has been prepared solely for the purpose of fulfilling the obligations arising from Article 17(1) of Regulation EU No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse Regulation and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC MAR, as the Company considered the information on the commencement of the Accelerated Book-building Process for the Series P Shares as meeting the criteria of confidential information within the meaning of Article 7 MAR. This report is in no way intended to promote, directly or indirectly, the offer, subscription or purchase of the P Shares and does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the P Share Offer or to encourage investors, directly or indirectly, to purchase or subscribe for the P Shares.