Ghent, Belgium
October 14, 2024
Information on the total number of voting rights and shares
Regulated information
Biotalys NV (Euronext Brussel : BTLS) (the “Company” or “Biotalys”), an Agricultural Technology (AgTech) company developing protein-based biocontrol solutions for sustainable crop protection, today announced the closing of its previously announced private placement of 5,300,352 new shares (being approximately 16.5% of the Company’s shares outstanding prior to the transaction) at an issue price of EUR 2.83 per share representing a discount of 10% compared to the volume weighted average price of the Company’s share on Euronext Brussels during the period of 30 days from (and including) 11 September 2024 till (and including) 10 October 2024.
The new shares are listed on Euronext Brussels since 16 October 2024. These new shares have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of Biotalys at the moment of their issuance.
KBC Securities NV, Belfius Bank NV/SA in cooperation with Kepler Cheuvreux SA, and Coöperatieve Rabobank U.A. acted as Joint Global Coordinators of the private placement.
Information on the total number of voting rights and shares
In view hereof, and in accordance with article 15 of the Belgian Act of 2 May 2007 on the disclosure of major shareholdings (the “Belgian Act”), that the outstanding share capital and outstanding voting securities of the Company can be summarised as follows:
- Share capital: EUR 5,538,755.50 EUR
- Total number of securities carrying voting rights: 37,457,562 (all ordinary shares)
- Total number of voting rights (= denominator): 37,457,562 (all relating to ordinary shares)
- Number of rights to subscribe for securities carrying voting rights not yet issued:
- 1,989,400 “ESOP Warrants”, entitling their holders to subscribe for a total number of 1,989,400 profit certificates which will, if and when issued, automatically convert into a total number of maximum 994,698 securities carrying voting rights (all ordinary shares)
- 1,013,352 “ESOP IV Warrants”, entitling their holders to subscribe for a total number of maximum 1,013,352 securities carrying voting rights (all ordinary shares).
- 84.746 “ESOP V Warrants”, entitling their holders to subscribe for a total number of maximum 84.746 securities carrying voting rights (all ordinary shares).
- 23,926 share units, awarded in aggregate to the independent directors of the Company in the framework of its remuneration policy. Each share unit contains the obligation – subject to vesting of all share units – to subscribe to one new share of the Company at an issue price of one EUR per share-unit. Cash settlement is possible. The conditions of the share units are described in the remuneration policy of the Company.
- The Company has no outstanding convertible bonds or non-voting shares.
Pursuant to the Belgian Act, a notification to the Company and the Belgian Financial Services and Markets Authority (FSMA) is required by all natural and legal persons in each case where the percentage of voting rights attached to the securities held by such persons in the Company reaches, exceeds or falls below the threshold of 5%, 10%, and every subsequent multiple of 5%, of the total number of voting rights in the Company.
About Biotalys
Biotalys is an Agricultural Technology (AgTech) company developing protein-based biocontrol solutions for the protection of crops and aiming to provide alternatives to conventional chemical pesticides for a more sustainable and safer food supply. Based on its novel AGROBODY™ technology platform, Biotalys is developing a strong and diverse pipeline of effective product candidates with a favorable safety profile that aim to address key crop pests and diseases across the whole value chain, from soil to plate. Biotalys was founded in 2013 as a spin-off from the VIB (Flanders Institute for Biotechnology) and has been listed on Euronext Brussels since July 2021. The company is based in the biotech cluster in Ghent, Belgium. More information can be found on www.biotalys.com.
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