Voluntis Sa Ipo Prospectus

Voluntis sa ipo prospectus

  • First IPO in the digital therapeutics sector on a leading international stock exchange
  • Nearly 70% of institutional demand from Germany, the UK and Sweden
  • IPO price set at €14.0 per share
  • Market capitalization of €105.9m
  • Shares admitted to trading on June 1, 2018 

Voluntis (the “Company” or “Voluntis” - ticker: VTX - ISIN Code: FR 0004183960), a company specialized in digital therapeutics, today announces the success of its initial public offering in Compartment C of Euronext’s regulated market in Paris.

I’m delighted to announce that our initial public offering - a defining moment in Voluntis’ development - has been completed successfully on Euronext Paris.

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It will pave the way for our expansion, including in the United States where we plan to expand our sales coverage significantly. It will also consolidate our digital therapeutics portfolio, including the continued development of our proprietary multi-cancer solution.

The funds we raised will boost our ability to complete the large-scale roll out of next-generation healthcare solutions that personalize treatment and support patients on a daily basis with the management of their illness”, commented Pierre Leurent, Chief Executive Officer and co-founder of Voluntis.“We wish to thank our longstanding shareholders, our industrial partners with Sanofi Ventures who have supported this operation, as well as our new shareholders for their participation in this fundraising.

The IPO, which was structured as a global offer (the “Offer”), consisting of a public offering in France in the form of an open-price offer (“OPO”) and a global placement chiefly intended for institutional investors in France and some other countries (the “Global Placement”), raised €30.1m through a capital increase.

The price applicable to the Global Placement and the OPO was set at €14.0per share, representing the bottom of the Offer’s tightened indicative price range, as announced in the Company’s press release dated May 28, 2018.

Based on the IPO price of €14.0per share, Voluntis’ market capitalization will stand at around €105.9m upon completion of the offering.

Trading of the shares will beginin the form of promissory notes on Euronext’s regulated market in Paris from May 30 until May 31, 2018 inclusive.

Voluntis sa ipo prospectus

They will then be traded in Compartment C of Euronext’s regulated market in Paris on a single trading line marked as “Voluntis” (ticker: VTX - ISIN code: FR0004183960) from the start of trading on June 1, 2018.

Due to the fact that the overallotment option have not been allocated, no stabilization transactions will be implemented.

Summary of the reasons for the offer

The €27.4min net proceeds from the Offer will be used as follows:

  • 60% to strengthen the Voluntis group’s commercial activities in North America and Europe, by:
    • further building up the sales, marketing and medical teams in charge of direct marketing of the Company’s therapeutic software to payers;
    • expanding field operations teams, in charge of supporting the local rollout of the Company’s solutions in the various countries targeted;
  • 20% to continue the technological, clinical and regulatory development 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 awareness in France and abroad.

Terms of the Offer

Offer price

  • The price of the OPO and the Global Placement was set at €14.0per share.
  • On this basis, Voluntis’ post-money market capitalization will stand at around €105.9m.

Size of and gross proceeds from the Offer

  • 2,150,000 new shares were issued via the OPO and the Global Placement.
  • The issue raised gross proceeds of €30.1m.
  • The net proceeds of the issue came to around €27.4m.

Breakdown of the shares subscribed for via the Offer

  • Global Placement: 1,991,767new shares (close to €27.9mand around 93% of the total number of shares allotted).
  • OPO: 158,233 new shares allotted to investors (close to €2.2mand around 7% of the total number of shares offered).
  • Under the OPO,100% of the A1 and A2 orders will be met.

Standstill 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 customary 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, as part of or after the initial public offering).

Ownership structure on completion of the IPO

Following completion of the capital increase concomitantly with the IPO, ownership of Voluntis’ share capital, which will amount to €756,766.10 made up of 7,567,661 ordinary shares[1], will be as follows[2]:

Number of shares

% of the share capital and voting rights(1)

Pierre Leurent*

213,400

2.8%

Other

198,149

2.6%

Total management

411,549

5.4%

Cap Decisif Management (2)

315,888

4.2%

CM-CIC Innovation*

878,650

11.6%

SHAM Innovation Santé

1,010,932

13.4%

Bpifrance Participations*

1,781,867

23.5%

LBO France Gestion (3)*

681,267

9.0%

Vesalius Biocapital II SA Sicar*

615,710

8.1%

Qualcomm Inc.*

55,297

0.7%

Robur

428,571

5.7%

Total financial investors

5,768,182

76.2%

Total other shareholders, consultants, employees

116,498

1.5%

Free float

1,271,432

16.8%

TOTAL

7,567,661

100.0%

*      Member of the Company’s Board of Directors.

(1)    The percentage of voting rights held is identical to the percentage ownership of the share capital.

However, it is worth noting that from the second anniversary of the date on which the Company’s shares are traded for the first time on Euronext’s regulated market in Paris, fully paid-up shares held in registered form by the same shareholder for two years at least with effect from that date will carry double voting rights.

(2)    Via the Cap Decisif, Cap Decisif 2 and G1J funds, on behalf of which it acts as the management company

(3)  Via the Services Innovants Santé et Autonomie (SISA) fund, on behalf of which it acts as the management company following the acquisition of the Innovation Capital management company.

Each of the subscription commitments as presented in the securities note approved by the AMF visa dated May 14, 2018 was 100% satisfied.

Key dates

May 30, 2018

—  Beginning 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

—  Beginning of trading of the Company’s shares on Euronext’s regulated market in Paris on a trading line titled “Voluntis”

Voluntis shares identification codes

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

Financial intermediaries

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 anote 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 baseregistered with the AMF and Section 2 “Risk factors relating to the offer” of the note d’opérationand 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).

About Voluntis

Voluntis creates digital therapeutics that empower people suffering from chronic conditions to self-manage their treatmentevery day, thus improving real-world outcomes.

Voluntis sa ipo prospectus

Combining mobile and web apps, Voluntis’ solutions deliver personalized recommendations to the patient and the care team that so that they can, for example, adjust treatment dosage, manage side effects or monitor symptoms. These real-time recommendations are based on digitized clinical algorithms. Leveraging its Theraxium technology platform, Voluntis has designed and operates multiple digital therapeutics.

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These include Insulia®and Diabeo®in diabetes as well as eCO and ZEMY in oncology. Voluntis has long-standing partnerships with leading life science companies such as Roche, AstraZeneca, Sanofi and Onduo. Based out of Boston and Paris, France, Voluntis is a founding member of the Digital Therapeutics Alliance.

Diabeo®is a registered trademark of Sanofi.

Recent press releases

Insulia®is a registered trademark of Voluntis.

For further information: http://www.voluntis.com

Contacts

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.

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Voluntisassumes noresponsibility 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.

WHO WE ARE

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.

Voluntis : Launches Initial Public Offering on Euronext's Regulated Market in Paris

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.

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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.

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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.


[1]Taking into account the 615,577 shares to be issued upon automatic conversion of the 71,000,000 convertible bonds known as the “OC2017” issued by the Company on June 30, 2017 and January 19, 2018, concomitantly with the settlement-delivery of the Company’s shares on Euronext’s regulated market in Paris on May 31, 2018.

[2]It being specified that, for the sake of complete transparency, due to a transcription error, the number of shares making up the free float and, by extension, the ownership percentages shown in the tables in sections E.6 of the summary of the securities note and in section 9.3 of such note were reduced by a number equal to the number of shares issued upon conversion of the OC2017 convertible bonds.

Voluntis sa ipo prospectus