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Kiadis Pharma N.V.. (10/9/17). "Press Release: Kiadis Pharma Launches a Private Placement of approximately 2.25 Million New Shares [Not for United States, Australia, Canada, Japan, South Africa or any other Jurisdiction where Unlawful]". Amsterdam-Duive

Organisation Organisation Jefferies International Ltd.
  Group Leucadia (Group)
Product Product  investment banking
Index terms Index term Kiadis–SEVERAL: investment, 201710 private placement €18m w 2.25m new shares €8/share to institutional investors
  Index term 2 Kiadis–Kreos Capital: credit, 201708– debt financing up to €15m in 2 tranches 10% annual interest + end of loan 5% of drawn amount + 254k warrants
Person Person Elliott, Mary-Jane (Consilium SC 201307– Managing Partner + Co-founder before M:Communications)
     


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL


Kiadis Pharma N.V. (“Kiadis Pharma” or the “Company”) (Euronext Amsterdam and Brussels: KDS), a clinical stage biopharmaceutical company developing innovative products to make bone marrow transplantations safer and more effective for patients suffering from blood cancers and inherited blood disorders, today announces the launch of an undocumented private placement of approximately 2.25 million new shares to institutional investors, representing approximately 15.0% of the Company’s current issued share capital (the “Placing”). The Company retains the option to increase the number of shares to be sold. Existing shareholders of the Company will not have pre-emptive rights in relation to the new shares to be issued. The new shares will rank pari passu in all respects with the currently outstanding shares of the Company.

Kiadis Pharma intends to use the net proceeds of the Placing to:

> advance the Phase III international, randomized, controlled, multicentre clinical trial for ATIR101™ in the United States, Canada and Europe;

> secure additional manufacturing capacity at vendors and lease its own commercial manufacturing facility;

> prepare Kiadis Pharma for launch of ATIR101™ in the EU in 2019 by investing in medical affairs, market access preparation and re-imbursement discussions;

> pursue ATIR201 and a new study combining ATIR101™ with the Baltimore protocol and/or another T-cell depleted hematopoietic stem cell transplantation;

> expand the organization to accommodate the increased number of activities;

> apply funds for debt repayment, capital expenditure, general and administrative expenses, general corporate purposes in line with Kiadis Pharma’s strategy and other working capital needs.


The new shares will be placed with institutional investors through an accelerated bookbuilding process and the subscription price and the number of shares to be issued in the Placing will be determined through this process. The bookbuilding period for the Placing will commence today with immediate effect and will close at short notice.

In relation to the Placing, the Company has, subject to customary exemptions, agreed to a lock-up undertaking for a period of 90 calendar days after the settlement date on future share issuances. In addition, and also subject to customary exemptions, the two largest shareholders of the Company (funds represented by and/or affiliated with Life Sciences Partners and Draper Esprit, together representing 51.0% of the share capital of the Company) as well as all members of the Company’s Management Board and Supervisory Board have agreed to a lock-up undertaking for a period of 90 calendar days after the settlement date on future share disposals. Kreos Capital has agreed to a lock up undertaking for a period of 90 calendar days after the settlement date with respect to the warrants that were issued by the Company to Kreos Capital on 17 August 2017.

The Company will announce the final number of new shares placed and the subscription price in the Placing in a subsequent press release expected to be published before the beginning of trading on Euronext Amsterdam and Brussels on Tuesday 10 October 2017.

Jefferies International Limited is acting as Sole Bookrunner and Canaccord Genuity Limited and Oppenheimer & Co. Inc. are acting as Lead Managers in connection with the Placing. Chardan and Saola Healthcare Partners are acting as financial advisors to the Company.


About Kiadis

Pharma Kiadis Pharma is focused on cell-based immunotherapy products, as an adjunctive to a haploidentical hematopoietic stem cell transplantation (HSCT), for the treatment of blood cancers and inherited blood disorders. The Company’s product candidates have the potential to make allogeneic HSCT safer and more effective for patients.

Based on the positive results from the single dose Phase II trial with lead product ATIR101™ in patients with blood cancer, the Company submitted a Marketing Authorization Application (MAA) to the European Medicines Agency (EMA) in April 2017, for approval of ATIR101™ across the European Union as an adjunctive treatment in HSCT for malignant disease. In addition, Kiadis Pharma has received regulatory approval in various countries to start dosing patients in a Phase III trial with ATIR101™ that will be performed across Europe and North America. ATIR101™ has been granted Orphan Drug Designations both in the US and Europe. In September 2017 the US Food and Drug Administration (FDA) granted ATIR101™ the Regenerative Medicine Advanced Therapy (RMAT) designation.

The Company’s second product candidate, ATIR201™, will address beta thalassemia, an inherited blood disorder.

Kiadis Pharma was granted an Advanced Therapy Medicinal Product (ATMP) certificate for manufacturing quality and non-clinical data by the EMA.

The Company’s shares are listed on Euronext Amsterdam and Euronext Brussels. Company website: www.kiadis.com


For more information, please contact:

Kiadis Pharma:
Karl Hård
Head of IR & Communications
Tel. +31 611 096 298
k.hard@kiadis.com or

Consilium Strategic Communications:
Mary-Jane Elliott, Philippa Gardner, Lindsey Neville, Hendrik Thys
Tel: +44 203 709 5708
kiadis@consilium-comms.com


Important Notices

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of Directive 2003/71/EC (together with the 2010 PD Amending Directive 2010/73/EU, including any applicable implementing measures in any Member State, the “Prospectus Directive”) or a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This document is not for publication or distribution in the United States of America, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or to publications with a general circulation in the United States of America. This document is not an offer for sale of securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under Securities Act. Kiadis Pharma does not intend to register any part of the offering in the United States. There will be no public offering of the securities in the United States of America.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an “EEA Member State”) that has implemented the Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

Certain statements, beliefs and opinions in this press release are forward-looking, which reflect Kiadis Pharma’s or, as appropriate, Kiadis Pharma’s directors’ current expectations and projections about future events. By their nature, forward-looking statements involve a number of known and unknown risks, uncertainties, assumptions and other factors that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These known and unknown risks, uncertainties, assumptions and other factors could adversely affect the outcome and financial effects of the plans and events described herein. The use of words such as “may”, “might”, “will”, “should”, “could”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “project”, “intend”, “future”, “potential” or “continue”, and other similar expressions are intended to identify forward looking statements. A multitude of factors including, but not limited to, changes in demand, competition and technology, can cause actual events, performance or results to differ significantly from any anticipated development. Forward looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. As a result, Kiadis Pharma expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this press release as a result of any change in expectations or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based. Neither Kiadis Pharma nor its advisers or representatives nor any of its subsidiary undertakings or any such person's officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this press release or the actual occurrence of the forecasted developments. Against the background of these uncertainties, readers should not rely on forward-looking statements.

None of Jefferies International Limited ("Jefferies"), Canaccord Genuity Limited (“Canaccord”) or Oppenheimer & Co. Inc. (“Oppenheimer”) or any of their respective directors, officers, employees, advisers and agents accept any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or any other information relating to Kiadis Pharma or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith.

None of Kiadis Pharma, Jefferies, Canaccord, Oppenheimer or any of their respective directors, officers, employees, agents, affiliates or advisers is under any obligation to update, complete, revise or keep current the information contained in this document to which it relates or to provide the recipient of with access to any additional information that may arise in connection with it.

The Company’s managing director and CEO, Arthur Lahr, is responsible for arranging for the release of this document on behalf of Kiadis Pharma.

Each of Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, Canaccord and Oppenheimer is acting exclusively for Kiadis Pharma and no one else in connection with this document or any future transaction in connection with it.

None of Jefferies, Canaccord or Oppenheimer will regard any other person (whether or not a recipient of this document) as a client or will be responsible to anyone other than Kiadis Pharma for providing the protections afforded to its clients or for the giving of advice in relation to the contents of this document or any transaction, matter or arrangement referred to in this document.

   
Record changed: 2017-10-23

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