GenSight Biologics announces successful IPO on Euronext Paris

Paris,  12 July  2016 – GenSight Biologics (Euronext: SIGHT, FR0013183985, PEA-PME eligible), a biopharma company that discovers and develops innovative gene therapies for neurodegenerative retinal diseases and diseases of the central nervous system, today announced the success of its initial public offering on compartment B of the Euronext regulated market in Paris (“Euronext  Paris”), raising €40.0m by means of a capital increase, which may be increased to c. €45.9m if the over-allotment option is fully exercised.

The order book is built around leading, long-term specialist, French and international, institutional investors.

“We are very pleased to announce today the success of our initial public offering on Euronext Paris, which constitutes a key milestone in the company’s development.” states Bernard Gilly, Founder and Chief Executive Officer of GenSight Biologics. “This success is a strong indication of the international recognition of the company and the ongoing development of our drug candidates for the treatment of patients affected with serious neurodegenerative diseases that lead to blindness. It is even more rewarding that we have strengthened our capital structure with leading institutional investors from the United States and Europe, in a difficult stock market environment. I would like to take this opportunity to warmly thank our existing and new shareholders, partners and employees for their support and contribution to this major success.”

The price of the open price offer and the global placement is €8.00 per share. 5,737,937 new shares will be issued in the context of the offer to the public and the global placement, allowing for a capital increase of €40.0m.

GenSight Biologics has granted Oddo & Cie, acting on behalf of the Global Coordinator and Joint Bookrunners, an over-allotment option that can be exercised from today until 11 August 2016 inclusive, for up to a maximum of 737,937 additional new shares, equal to approximately €5.9m.

The subscription commitments of several shareholders and Bpifrance Participations as mentioned in the securities note have been fulfilled.

Shares offered in the context of the global offering will be allocated as follows:

• Global placement: 5,632,398 shares allocated to institutional investors (representing €45.1m or 98.2% of the total number of shares allocated);
• Open price offer: 105,539 shares allocated to the public (representing €0.8m or 1.8% of the total number of shares allocated);
• Within the framework of the OPO, 100% of A1 orders and 100% of A2 orders will be filled.

On the basis of a total of 5,737,937 shares to be admitted to trading and a price per share of €8.00, GenSight Biologics’ market capitalisation will be approximately €148.9m following the transaction excluding potential exercise of the over-allotment option and around €154.8m in case of exercise of the over-allotment option.

GenSight Biologics’ free float will stand at around 20% of share capital and may be increased to around 23% of its share capital if the over-allotment option is exercised in full.

Trading on compartment B of Euronext Paris will begin at 9.00 a.m. on 13 July 2016 in the form when- issued shares on a single listing line entitled “SIGHT – Promesses” and will be subject to delivery of the custodian’s certificate relating to the issuing of the new shares.

Settlement-delivery of the shares issued in respect of the open price offer and global placement will take place on 14 July 2016. The shares will be traded on Euronext Paris under ISIN code FR0013183985 and ticker SIGHT as of 15 July 2016.

Reasons for the GenSight  Biologics IPO

• To continue with and further the clinical development of Phase III of GS010 in treatment of Leber Hereditary Optic Neuropathy (LHON), until the regulatory application for official marketing approval is submitted in Europe and the United States; and
•  Initiate clinical development of GS030 by means of a phase I/II clinical trial in treatment of Retinitis Pigmentosa (RP).

Financial intermediaries

Oddo & Cie has acted as Global Coordinator and Joint Bookrunner. Gilbert Dupont has acted as Joint Bookrunner.

Copies of the prospectus

Copies of the prospectus relating to the Offer and the trading of GenSight Biologics shares on the Euronext regulated market in Paris as approved by the AMF on 4 July 2016 under visa number 16-288 are available free of charge on request from GenSight Biologics (74 rue du Faubourg Saint-Antoine, 75012 Paris), as well as on the websites of the company (www.gensight-corp.com) and the AMF (www.amf-france.org).

Risk factors

Investors   are   invited   to   take   note   of    the   risks   relating   to   the   operation                 described   in Chapter 4 “Risk factors” of the registration document (“Document de base”) (in particular concerning the risk factors mentioned in section 4.1 “Risks relating to the Group’s products, market and business activity) and chapter 2 “Risk factors relating to the offer” of the summary prospectus (“Note d’opération”).

About GenSight Biologics

GenSight Biologics S.A. is a clinical-stage biotechnology company discovering and developing novel therapies for neurodegenerative retinal diseases and diseases of the central nervous system. GenSight Biologics’ pipeline leverages two core technology platforms, Mitochondrial Targeting Sequence (MTS) and optogenetics, to help preserve or restore vision in patients suffering from severe degenerative retinal diseases. GenSight Biologics’ lead product candidate, GS010, is in Phase III trials in Leber’s Hereditary Optic Neuropathy (LHON), a rare mitochondrial disease that leads to irreversible vision loss in teens and young adults. Using its gene therapy-based approach, GenSight Biologics’ product candidates are designed to offer patients a sustainable functional visual recovery with a single treatment to each eye through an intravitreal injection.

Disclaimer

This press release and the information contained herein do not constitute either an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of GenSight Biologics S.A. (the “Company”).

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

This announcement does not, and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer. The distribution of this press release may be restricted by law in certain jurisdictions. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions.

This announcement is an advertisement and not a prospectus within the meaning of the Prospectus Directive (as defined below), as implemented in each member State of the European Economic Area.

With respect to the Member States of the European Economic Area other than France (“Member States”), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Member State. As a result, the securities of the Company may not and will not be offered in any Member State except in accordance with the exemptions set forth in Article 3 of the Prospectus Directive.

For the purposes of the provision above, the expression “offer to the public” in relation to any shares of the Company in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Member State.

This press release may not be distributed, directly or indirectly, in or into the United States. This press release does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offer of its securities in the United States. Copies of this press release are not being, and should not be distributed in or sent into the United States.

The distribution of this press release (which term shall include any form of communication) is restricted pursuant to Article 21 (restrictions on financial promotion) of Financial Services and Markets Act 2000 (“FMSA”). This press release is directed only at persons who (i) 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, or (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) are persons to whom this communication may otherwise lawfully be communicated (all such persons in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only in the United Kingdom to Relevant Persons, and will be engaged in only with such persons. Any person other than a Relevant Person may not act or rely on this press release or any provision thereof. Persons distributing this press release must satisfy themselves that it is lawful to do so.

The prospectus, comprising (i) the registration document (“document de base”) registered with the AMF on May 24, 2016 under number I.16-049 and (ii) the “note d’opération” containing a summary of the prospectus, received the visa of the AMF under number 16-288 on July 4, 2016. This Prospectus includes a section describing certain risk factors relating to the company and the offer. The Prospectus will be available on the AMF website: www.amf-france.org and on the Company’s website: www.gensight-biologics.com. Investors’ attention is drawn to the risk factors listed in the Prospectus.

This press release is not for distribution, directly or indirectly, in the United States, Canada, Australia or Japan.