Prospective investors should be able to bear the economic risk of an investment in the Offered ...

232 Pages·2016·1.89 MB·English

This prospectus (theProspectus) relates to the initial offering (theOffering) by ASIT biotech SA (theCompany), a limited liability company organised under the laws of
Belgium, of up to 3,500,000 new shares, with no nominal value, of the Company, within a price range between EUR 7 and EUR 8.50 per new share (thePrice Range). The
Offer Price (as defined below) may be set within the Price Range or below the lower end of the Price Range, but will not exceed the higher end of the Price Range. In the event
that the Offer Price is set below the lower end of the Price Range, this will be published in a supplement to the Prospectus in which case investors will have the right to
withdraw their orders made prior to the publication of the supplement.
The aforementioned number of new shares in the Offering may be increased by up to 15%, to a number of 4,025,000 new shares (theIncrease Option, and the new shares
initially offered and the shares offered as a result of the possible exercise of the Increase Option are collectively being referred to as theNew Shares). Any decision to exercise
the Increase Option will be communicated, at the latest, on the date of the announcement of the Offer Price. The Joint Global Coordinators may over-allot up to 15% of the
number of New Shares allocated in the Offering (the over-allotted shares and the New Shares collectively being referred to as theOffered Shares). The Company has granted to
the Stabilisation Manager, acting on behalf of the Joint Global Coordinators, an option, exercisable within 35 calendar days after the Listing Date, to subscribe to additional new
shares in a number equal to up to 15% of the number of New Shares allocated in the Offering at the Offer Price to cover over-allotments or short positions, if any, in connection
with the Offering (theOver-Allotment Option). The Stabilisation Manager, acting on behalf of the Joint Global Coordinators, may engage in transactions that stabilise, maintain
or otherwise affect the price of the shares of the Company during a period of 30 days following the Listing Date (as defined below). These activities may support the market
price of the shares at a level higher than that which might otherwise prevail.
The Offering consists of (i) an initial public offering to Retail Investors (as defined herein) and Institutional Investors (as defined herein) in Belgium and in France and (ii) a
private placement outside the United States in offshore transactions to certain qualified investors in accordance with Regulation S under the Securities Act, with respect to the
EEA, pursuant to an exemption under the Prospectus Directive where implemented by the relevant EEA Member State and, in Switzerland, pursuant to the applicable private
placement exemptions.
The Company has the right to proceed with a capital increase in a reduced amount. There is a minimum amount of EUR 22 million set for the Offering, below which the
Offering will not be completed. The Company’s financial means in view of the uses of proceeds as described in section “Use of Proceeds” might be reduced. The Company
might therefore have to reduce its level of investment or look for further external funding. Certain new and existing shareholders of the Company have irrevocably committed to
subscribe for an aggregate amount of EUR 8,260,000 (theParticipating Investors).
This Prospectus does not constitute, and neither the Company nor the Joint Global Coordinators are making an offer to sell the Offered Shares or soliciting an offer to purchase
any of the Offered Shares to any person in any jurisdiction where such an offer or solicitation is not permitted. The Offered Shares may not be offered or sold, directly or
indirectly, and neither this Prospectus nor any other Offering related documents may be distributed or sent to any person or into any jurisdiction, except in circumstances that
will result in the compliance with all applicable laws and regulations. Persons into whose possession this Prospectus may come are required to inform themselves about, and to
observe all such restrictions. Neither the Company nor the Joint Global Coordinators accept any responsibility for any violation by any person, whether or not it is a prospective
purchaser of Offered Shares, of any such restriction.
Prospective investors should be able to bear the economic risk of an investment in the Offered Shares and should be able to sustain a partial or
total loss of their investment. An investment in the Offered Shares involves substantial risks and uncertainties, in particular the risk relating to
the fact that the Company has a history of operating losses, a negative operating cash flow and an accumulated deficit, and may never become
profitable. The Company does not have sufficient working capital to meet its financial requirements under the development plan as described in
the section “Strategy” and cover its working capital needs related thereto for a period of at least 12 months from the date of this Prospectus. To
date, none of the product candidates of the Company has been approved or commercialised; the Company has one product candidate in clinical
development phase and one product candidate in preclinical development phase; both product candidates are based on the same technological
platform. The Company has launched a first phase III clinical study in Europe for its lead product candidate for grass pollen rhinitis, and the
Company expects to start clinical studies in Europe in the third quarter of 2016 with a second product candidate for house dust mite rhinitis. The
Company does not have its own production, sales or marketing capacity. Prospective investors should read the entire Prospectus before investing
in the Offered Shares, and, in particular, should review elements D.1 and D.3 of the “Summary” beginning on page 1 and “Risk factors”
beginning on page 27 for a discussion of certain factors that should be considered in connection with an investment in the Offered Shares. All of
these factors should be considered before investing in the Offered Shares.
The offering period (theOffering Period) will begin on 28 April 2016 and is expected to end no later than 4:00 pm (CET) on 9 May 2016, subject to early closing or extension,
provided that the Offering Period will in any event be open for at least six business days from the availability of this Prospectus. Any extension or early closing of the Offering
Period will be published in the financial press and by means of a Company press release, and if the Offering Period is closed early but without the full placement of the Offered
Shares or is extended, such early closing or extension will be published in a supplement to the Prospectus, in which case the investors will have the right to withdraw their
orders made prior to the publication of the supplement, and the dates for each of pricing, allocation, publication of the Offer Price and the results of the Offering, conditional
trading and closing of the Offering will in such case be adjusted accordingly. The price per Offered Share (theOffer Price) will be determined after the Offering Period through
a book-building process (see “The Offering—Offer Price” for further information). The Offer Price, the number of Offered Shares placed in the Offering and the allocation of
Offered Shares to Retail Investors are expected to be made public on or about 10 May 2016 and in any event no later than the first or second business day after the end of the
Offering Period. The Offer Price will be a single price in Euro, exclusive of the Belgian tax on stock exchange transactions, and of costs, if any, charged by financial
intermediaries for the submission of applications.
Prior to the Offering, there has been no public market for the shares. An application has been made to list all of the Company’s existing shares, the shares to be issued as a result
of the conversion of the outstanding convertible bonds issued by the Company (theConvertible Bonds), as well as newly issued Offered Shares (together, theShares) on the
regulated markets of Euronext Brussels and Euronext Paris under the symbol “ASIT”. Trading of the Shares on the regulated market of Euronext Brussels and Euronext Paris is
expected to commence, on an “if-and-when-issued-or-delivered” basis, on or about 11 May 2016 (theListing Date). Delivery of the Offered Shares is expected to take place in
book-entry form on or about 12 May 2016 (theClosing Date). See “The Offering”.
This document constitutes an offer and listing prospectus for purposes of article 3 of the European Prospectus Directive and has been prepared in accordance with article 20 of
the Prospectus Law. The English version of this Prospectus was approved by the Belgian Financial Services and Markets Authority (theFSMA) on 26 April 2016 and notified
to the French Financial Markets Authority (Autorité des Marchés Financiers, theAMF) for passporting in accordance with article 18 of the Directive 2003/71/EC, as amended
from time to time (theProspectusDirective).
Joint Global Coordinators
KBC Securities Société Générale Corporate and
Investment Banking
Placing Agent
Gilbert Dupont
PROSPECTUS DATED 26 April 2016
DISCLAIMERS AND NOTICES
Responsibility Statement
In accordance with Article 61, §1 and 2 of the Belgian Law of 16 June 2006 on the public offering of
securities and the admission of securities to trading on a regulated market, as amended (Loi relative aux
offres publiques d’instruments de placement et aux admissions d’instruments de placement à la
négotiation sur des marchés réglementés/Wet op de openbare aanbieding van beleggingsinstrumenten
en de toelating van beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt) (the
Prospectus Law), the Company, with registered office at 5, avenue Ariane, 1200 Brussels, Belgium,
represented by its board of directors (the Board of Directors), assumes responsibility for the
completeness and accuracy of the content of the Prospectus. The Company declares that, having taken
all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to its
knowledge, in accordance with the facts and contains no omission likely to affect its import.
Neither the Joint Global Coordinators nor their affiliates nor any person acting on their behalf is
responsible for, nor is any of them making any representation or warranty, express or implied,
concerning the Company, its past or future performance or the completeness or accuracy of this
Prospectus and any supplement thereto.
Notice to Investors
Decision to invest
In making an investment decision, investors must rely on their own examination of the Company and
the terms of the Offering, including the merits and risks involved as described in this Prospectus.
Investors should rely only on the information included in this Prospectus. Neither the Company nor the
Joint Global Coordinators have authorised any other person to provide investors with different
information. If anyone provides different or inconsistent information, it should not be relied upon. The
information contained in this Prospectus is provided as of the date shown on the front cover of this
Prospectus only. The Company’s business, financial condition, results of operations and the
information set forth in this Prospectus may have changed since that date.
In accordance with Belgian law, every significant new factor, material mistake or inaccuracy relating to
the information included in this Prospectus which is capable of affecting the assessment of the Offered
Shares and which arises or is noted between the time when this Prospectus is approved and the
completion of the Offering, or as the case may be, the time when trading of the Offered Shares on the
relevant market begins, whichever occurs later, will be mentioned in a supplement to this Prospectus.
Investors who have already agreed to subscribe to the Offered Shares before the supplement is
published will have the right, exercisable within at least two Business Days after the publication of the
supplement, to withdraw their acceptances. The supplement is subject to approval by the FSMA and
will, following such approval, be notified to the AMF in accordance with the European passport system
provided by the Prospectus Directive, in the same manner as this Prospectus and must be made public
in the same manner as this Prospectus.
The Joint Global Coordinators and their affiliates are acting exclusively for the Company and no one
else in connection with the Offering, and will not be responsible to any other person for providing the
protections afforded to their client or for providing any advice in relation to the Offering.
None of the information in this Prospectus should be considered investment, legal or tax advice.
Investors should consult their own counsel, accountant, expert and other advisors for legal, tax,
business, financial and related advice regarding purchasing the Offered Shares. Neither the Company
nor the Joint Global Coordinators make any representation to any offeree or purchaser regarding the
legality of an investment in the Offered Shares by such offeree or purchaser under applicable
investment or similar laws or regulations.
This Prospectus is intended to provide information to potential investors in the context of, and for the
sole purpose of, evaluating a possible investment in the Offered Shares in the Offering. It contains
selected and summarised information, does not express any commitment or acknowledgement of
-i-
waiver and does not create any right expressed or implied toward anyone other than a potential
investor. It cannot be used except in connection with the Offering.
Notice to investors in France
For the purpose of the offer to the public in France, the Company notified this Prospectus to the AMF
in accordance with the European passport mechanism provided for by the Prospectus Directive. The
notification to the AMF does not imply any judgement by the AMF on the merits or quality of the
Offering, the Offered Shares or the Company.
Notice to investors in the EEA
This Prospectus has been prepared on the basis that all offers of Offered Shares (other than offers
contemplated in this Prospectus in Belgium and France once this Prospectus has been approved by the
FSMA, passported in France and published in accordance with the Prospectus Directive) will be made
pursuant to an exemption under the Prospectus Directive, as implemented in members states of the
European Economic Area (EEA), from the requirement to produce a prospectus for offers of securities.
Accordingly, any person making or intending to make any offer within the EEA of Offered Shares
(outside Belgium and France) should only do so in circumstances in which no obligation arises for the
Company or the Joint Global Coordinators to produce a prospectus for such offer. None of the
Company or the Joint Global Coordinators has authorised or do authorise the making of any offer of the
Offered Shares through any financial intermediary, other than offers made through the Joint Global
Coordinators which constitute the final placement of Offered Shares contemplated herein.
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a
Relevant Member State) an offer to the public of Offered Shares contemplated by this Prospectus may
not be made in that Relevant Member State unless this Prospectus has been approved by the competent
authority in such Relevant Member State and published in accordance with the Prospectus Directive as
implemented in such Relevant Member State (which approval is only obtained and performed in
relation to the Offering in Belgium and in France), unless such offer in such Relevant Member State of
any Offered Shares is made under the following exemptions under the Prospectus Directive, if and to
the extent such exemptions have been implemented in that Relevant Member State:
(i) to qualified investors within the meaning of the law in that Relevant Member State
implementing the Prospectus Directive;
(ii) to fewer than 100 or, if the Relevant Member State has implemented the Directive
2010/73/EU amending the Prospectus Directive, 150 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive) subject to obtaining the prior
consent of the Joint Global Coordinators for any such offer; or
(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Offered Shares shall result in a requirement for the publication by the
Company or the Joint Global Coordinators of a prospectus pursuant to Article 3 of the Prospectus
Directive. For the purposes of this representation, the expression an “offer to the public” in relation to
any Offered Shares in any Relevant Member State means the communication in any form and by any
means of sufficient information on the terms of the Offering and any Offered Shares to be offered so as
to enable an investor to decide to purchase the Offered Shares, as the same may be varied in that
Relevant Member State by any measure implementing the Prospectus Directive in that Relevant
Member State.
Notice to investors in the United States
The Offered Shares may not be offered or sold in the United States unless pursuant to registration under
the Securities Act or an applicable exemption from such registration. The Offered Shares have not been
and will not be registered under the Securities Act, or with any securities regulatory authority of any
state or other jurisdiction in the United States, and may not be offered, sold, pledged or otherwise
transferred except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable state securities laws. The
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Offered Shares have not been approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other United States regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Offering
or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence
in the United States.
Notice to investors in the United Kingdom
This Prospectus is for distribution only to persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the Financial Promotion Order), (ii) are persons
falling within Article 49(2)(a) to (d) (“high net worth bodies corporate, unincorporated associations
etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) persons to whom
an invitation or inducement to engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated (all such persons together being
referred to asRelevant Persons). Any invitation, offer or agreement related to the purchase of Offered
Shares may only be proposed or entered into with Relevant Persons. The Offered Shares may not be
offered or issued in favour of persons located in the United Kingdom, with the exception of Relevant
Persons. Any person other than a Relevant Person may not use or rely on this Prospectus or any
information therein. The individuals responsible for the distribution of this Prospectus must comply
with the legal terms applicable to the distribution of this Prospectus.
Notice to investors in Switzerland
The Offered Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss
Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This
Prospectus has been prepared without regard to the disclosure standards for issuance prospectuses
under Article 652a of the Swiss Code of Obligations or Article 1156 of the Swiss Code of Obligations
or the disclosure standards for listing prospectuses under Art. 27 ff. of the SIX Listing Rules or the
listing rules of any other stock exchange or regulated trading facility in Switzerland. It is the
responsibility of any person residing in Switzerland who wishes to take part in this Offering to
ascertain that the legislation and formalities applicable in Switzerland are complied with.
Notice to investors in Japan
None of the Offered Shares have been, and will not be, registered under the Financial Instruments and
Exchange Law, as amended. This Prospectus is not an offer of securities for sale or subscription,
directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used
herein means any person resident in Japan, including any corporation or entity organised under the laws
of Japan) or to others for reoffer or resale, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan, except pursuant to an exemption from the registration requirements under the
Financial Instruments and Exchange Law and otherwise in compliance with such law and any other
applicable laws, regulations and ministerial guidelines of Japan.
Notice to prospective investors in Australia, Canada or South Africa
This Prospectus may not be circulated or otherwise be made available in Australia, Canada or South
Africa and the Offered Shares may not be offered, sold, or exercised, directly or indirectly, by any
person in Australia, Canada or South Africa unless such circulation, offering, sale or exercise is
allowed under applicable securities laws of the relevant jurisdiction.
Approval of the Prospectus
The FSMA approved the English version of this Prospectus on 26 April 2016 in accordance with
Article 23 of the Prospectus Law. The FSMA’s approval does not imply any judgment on the merits or
quality of the Offering, the Offered Shares or the Company. The approved Prospectus will be notified
by the FSMA to the AMF in accordance with the European passport mechanism provided for in the
Prospectus Directive.
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The Offering and this Prospectus have not been submitted for approval to any supervisory body or
governmental authority outside Belgium and France.
This Prospectus has been prepared and approved in the English language. The summary has been
prepared and approved in the English language and has been translated in the French language and in
the Dutch language. The Company is responsible for verifying the consistency between the language
versions of the Prospectus and the summary. In case of discrepancies between the different versions of
this Prospectus, the English version will prevail.
Stabilisation
In connection with the Offering, KBC Securities NV will act as stabilisation manager (theStabilisation
Manager) on behalf of the Joint Global Coordinators and may engage in transactions that stabilise,
maintain or otherwise affect the price of the Shares, for up to 30 days from the Listing Date (the
Stabilisation Period). These activities may support the market price of the Shares at a level higher than
that which might otherwise prevail. Stabilisation will not be executed above the Offer Price. Such
transactions may be effected on the regulated market of Euronext Brussels and Euronext Paris, in the
over-the-counter markets or otherwise. The Stabilisation Manager and its agents are not required to
engage in any of these activities and, as such, there is no assurance that these activities will be
undertaken. If undertaken, the Stabilisation Manager or its agents may discontinue any of these
activities at any time and they must terminate at the end of the 30-day period mentioned above.
Within five business days of the end of the Stabilisation Period, the following information will be made
public in accordance with article 5, §2 of the Belgian Royal Decree of 17 May 2007 on primary
markets practices: (i) whether or not stabilisation was undertaken; (ii) the date at which stabilisation
started; (iii) the date on which stabilisation last occurred; (iv) the price range within which stabilisation
was carried out, for each of the dates on which stabilisation transactions were carried out; and (v) the
final size of the Offering, including the result of the stabilisation and the exercise of the Over-
Allotment Option, if any.
Availability of Information
Company documents and other information
The Company has filed its deed of incorporation and must file its restated articles of association and all
other deeds and resolutions that are to be published in the Annexes to the Belgian Official Gazette
(Moniteur Belge/Belgisch Staatsblad) with the clerk’s office of the commercial court of Brussels,
where they are available to the public. ASIT biotech SA is registered with the register of legal entities
(Brussels) under enterprise number 0460.798.795. A copy of the Company’s most recent articles of
association will also be available on its website.
In accordance with Belgian law, the Company must prepare annual audited statutory financial
statements. The annual statutory financial statements and the reports of the Board of Directors and the
statutory auditor of the Company relating thereto must be filed with the Belgian National Bank, where
they are available to the public. Furthermore, as a listed company, the Company will also publish an
annual financial report (which includes its audited statutory financial statements, the report of its Board
of Directors and the report of the statutory auditor) and an annual announcement preceding the
publication of the annual financial report, as well as a half-yearly financial report on the first six
months of its financial year (which includes a condensed set of financial statements and an interim
management report). Copies of these documents will be made available on the Company’s website and
on STORI, the Belgian central storage mechanism, which is operated by the FSMA and can be
accessed via www.fsma.be.
The Company will also have to disclose price sensitive information (inside information) and certain
other information to the public. In accordance with the Belgian Royal Decree of 14 November 2007 on
the obligations of issuers of financial instruments that are admitted to trading on a regulated market,
such information and documentation will be made available through the Company’s website, press
releases, the communication channels of Euronext Brussels, Euronext Paris, or a combination of these,
and on STORI.
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Prospectus
This Prospectus is available to prospective investors in Belgium and in France in English. The
summary of this Prospectus is available in English, French and Dutch. The Prospectus will be made
available to prospective investors at no cost at the Company’s registered office, located at 5 avenue
Ariane, 1200 Brussels, Belgium, and on the Company’s website.
It can also be obtained by prospective investors in Belgium on request from the KBC Team at +32
(0)16 43 29 15 and at the head office of Société Générale in Belgium at 11 rue des Colonies, 1000
Brussels. Subject to selling and transfer restrictions, the Prospectus is available to prospective investors
on the following websites: www.kbc.be, www.cbc.be, www.kbcsecurities.be, www.bolero.be and
www.fsma.be.
The posting of the Prospectus or any summary thereof on the internet does not constitute an offer to sell
or a solicitation of an offer to buy any of the Shares to or from any person in any jurisdiction in which
it is unlawful to make such offer or solicitation to such person. The electronic version may not be
copied, made available or printed for distribution. Although certain references are made to the
Company’s website, information on the Company’s website (www.ASITbiotech.com) (other than the
Prospectus) or any other website does not form part of the Prospectus. This Prospectus is valid only if
circulated in accordance with applicable law.
Note regarding the presentation of Financial Information
This Prospectus contains the audited consolidated financial information of the Company as of and for
the years ended 31 December 2015, 2014 and 2013 (the Financial Statements). These Financial
Statements were prepared in accordance with International Financial Reporting Standards, as adopted
by the European Union (IFRS).
RSM InterAudit BV ovve CVBA, with registered office at 1151 chaussée de Waterloo, 1180 Brussels,
Belgium, member of the Institut des Réviseurs d’Entreprises/Instituut der Bedrijfsrevisoren,
represented by Luis Laperal, auditor and Mazars Réviseurs d’Entreprises SC SCRL, with registered
office at avenue Marcel Thiry, 1200 Brussels, Belgium, member of the Institut des Réviseurs
d’Entreprises/Instituut der Bedrijfsrevisoren, represented by Xavier Doyen, auditor, the current
auditors of the Company, have rendered an unqualified audit report on the consolidated financial
statements for the financial years ended 31 December 2013, 31 December 2014 and 31 December 2015
and have given, and not withdrawn, their written consent to the including of their auditor’s report in
relation thereto and the reference to themselves therein in the form and context in which they are
included.
Rounding
Certain monetary amounts and other figures included in this Prospectus have been subject to rounding
adjustments. Accordingly, any discrepancies in any tables between the totals and the sums of amounts
listed are due to rounding.
Cautionary note regarding forward looking statements
All statements in this Prospectus that do not relate to historical facts and events are “forward-looking
statements”. Forward-looking statements can be found under the captions “Summary”, “Risk factors”,
“Operating and financial review and prospects”, “Business overview” and in other sections of this
Prospectus. In some cases, these forward-looking statements can be identified by the use of forward-
looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,”
“may,” “will,” “plans,” “continue,” “ongoing,” “potential,” “predict,” “project,” “target,” “seek” or
“should” or, in each case, their negative or other variations or comparable terminology or by
discussions of strategies, plans, objectives, targets, goals, future events or intentions. These forward-
looking statements appear in a number of places throughout this Prospectus. Forward-looking
statements include statements regarding the Company’s intentions, beliefs or current expectations
concerning, among other things, its results of operations, prospects, growth, strategies and dividend
policy and the industry in which the Company operates. In particular, certain statements are made in
this Prospectus regarding management’s estimates of future growth.
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By their nature, forward-looking statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that may or may not occur in the future.
These risks, uncertainties and other factors include, amongst other things, those listed under “Risk
Factors”. The risks listed under “Risk factors” are not exhaustive. Other sections of this Prospectus
describe additional factors that could adversely affect the Company’s results of operations, financial
condition, liquidity and the development of the sectors in which the Company operates. New risks can
emerge from time to time, and it is not possible for the Company to predict all such risks, nor can the
Company assess the impact of all such risks on its business or the extent to which any risks, or
combination of risks and other factors, may cause actual results to differ materially from those
contained in any forward-looking statements. Forward-looking statements are not guarantees of future
performance. Given these risks and uncertainties, you should not rely on forward-looking statements as
a prediction of actual results. Any forward-looking statements are made only as of the date of this
Prospectus and, without prejudice to the Company’s obligations under applicable law in relation to
disclosure and ongoing information, the Company does not intend, and does not assume any obligation,
to update forward-looking statements set forth in this Prospectus.
Presentation of industry, market and other information
This Prospectus includes market, economic and industry data, which were obtained by the Company
from industry publications and surveys, industry reports prepared by consultants, internal surveys and
customer feedback. These market data are primarily presented under the caption “Business overview”.
The market, economic and industry data have primarily been derived and extrapolated from a report
provided by AVOS Consulting.
The third party sources the Company has used generally state that the information they contain has
been obtained from sources believed to be reliable. Some of these third party sources also state,
however, that the accuracy and completeness of such information is not guaranteed and that the
projections they contain are based on significant assumptions. As the Company does not have access to
the facts and assumptions underlying such market data, or statistical information and economic
indicators contained in these third party sources, the Company is unable to verify such information and,
while the Company believes it to be reliable, the Company cannot guarantee its accuracy or
completeness.
In addition, certain information in this Prospectus is not based on published data obtained from
independent third parties or extrapolations therefrom, but rather is based upon the Company’s best
estimates, which are in turn based upon information obtained from trade and business organisations and
associations, consultants and other contacts within the industries in which the Company competes,
information published by the Company’s competitors and the Company’s own experience and
knowledge of conditions and trends in the markets in which the Company operates.
The Company cannot assure that any of the assumptions that the Company has made while compiling
this data from third party sources are accurate or correctly reflect the Company’s position in the
industry and none of the Company’s internal estimates have been verified by any independent sources.
None of the Company or the Joint Global Coordinators makes any representation or warranty as to the
accuracy or completeness of this information. None of the Company or the Joint Global Coordinators
has independently verified this information and, while the Company believes it to be reliable, none of
the Company or the Joint Global Coordinators can guarantee its accuracy.
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TABLE OF CONTENTS
DISCLAIMERS AND NOTICES ........................................................................................................ I
PART 1: SUMMARY ........................................................................................................................ 1
PART 2: RISK FACTORS ............................................................................................................... 26
2.1 RISKS RELATING TO THECOMPANY’S BUSINESS............................................................... 26
2.2 RISKS RELATING TO THE REGULATORY ENVIRONMENT ..................................................... 42
2.3 RISKS RELATING TO THE SHARES AND THEOFFERING....................................................... 44
PART 3: USE OF PROCEEDS ......................................................................................................... 49
3.1 EXPENSES AND NET PROCEEDS OF THEOFFERING ............................................................ 49
3.2 USE OFPROCEEDS .......................................................................................................... 49
PART 4: DIVIDEND AND DIVIDEND POLICY ............................................................................ 51
4.1 DIVIDENDS .................................................................................................................... 51
4.2 DIVIDEND POLICY .......................................................................................................... 51
PART 5: CAPITALISATION AND INDEBTEDNESS. .................................................................... 52
5.1 CAPITALISATION AND INDEBTEDNESS ............................................................................. 52
5.2 WORKING CAPITAL STATEMENT ...................................................................................... 52
PART 6: SELECTED FINANCIAL INFORMATION ...................................................................... 54
6.1 INCOME STATEMENT DATA ............................................................................................. 54
6.2 BALANCE SHEET DATA ................................................................................................... 55
6.3 CASH FLOW STATEMENT DATA........................................................................................ 55
PART 7: OPERATING AND FINANCIAL REVIEW AND PROSPECTS ....................................... 57
7.1 OVERVIEW ..................................................................................................................... 57
7.2 FACTORS AFFECTING THE RESULT OF OPERATIONS ........................................................... 57
7.3 COMPANY INCOME STATEMENT ...................................................................................... 59
7.4 COMPANYSTATEMENT OF FINANCIAL POSITION .............................................................. 61
7.5 LIQUIDITY AND CAPITAL RESOURCES .............................................................................. 64
7.6 CAPITAL EXPENDITURES AND PRINCIPAL INVESTMENTS ................................................... 65
7.7 OFF-BALANCE SHEET TRANSACTIONS .............................................................................. 66
7.8 OPERATING LEASES ........................................................................................................ 66
7.9 EVENTS AFTER31DECEMBER2015 ................................................................................ 66
PART 8: INDUSTRY ....................................................................................................................... 67
8.1 ALLERGY: CLINICAL PICTURE AND EPIDEMIOLOGY .......................................................... 67
8.2 SOCIO-ECONOMIC IMPACT OF ALLERGIES ........................................................................ 69
8.3 AVAILABLE TREATMENTS ............................................................................................... 71
PART 9: BUSINESS OVERVIEW ................................................................................................... 79
9.1 BUSINESS OVERVIEW ...................................................................................................... 79
9.2 KEY MILESTONES ........................................................................................................... 81
9.3 KEY STRENGTHS ............................................................................................................ 81
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9.4 STRATEGY ..................................................................................................................... 84
9.5 OVERVIEW OFASIT+™ TECHNOLOGY PLATFORM ........................................................... 85
9.6 PRODUCT PIPELINE ......................................................................................................... 88
9.7 MARKETING AND COMMERCIALISATION ........................................................................ 110
9.8 RESEARCH AND DEVELOPMENT ..................................................................................... 122
9.9 PATENT STRATEGY ....................................................................................................... 122
9.10 MATERIAL CONTRACTS ................................................................................................ 124
9.11 GRANTS AND SUBSIDIES ............................................................................................... 125
9.12 REGULATION OF THE BUSINESS ..................................................................................... 126
9.13 FACILITIES ................................................................................................................... 129
9.14 MANUFACTURING ........................................................................................................ 129
9.15 HUMANRESOURCES ..................................................................................................... 129
9.16 INSURANCE .................................................................................................................. 129
9.17 ENVIRONMENTAL AND HEALTH AND SAFETY ISSUES ...................................................... 130
9.18 LEGAL PROCEEDINGS ................................................................................................... 130
9.19 INVESTMENTS .............................................................................................................. 130
PART 10: MANAGEMENT AND CORPORATE GOVERNANCE ............................................... 132
10.1 OVERVIEW ................................................................................................................... 132
10.2 CORPORATE GOVERNANCE ........................................................................................... 132
10.3 BOARD OFDIRECTORS.................................................................................................. 133
10.4 EXECUTIVE MANAGEMENT ........................................................................................... 136
10.5 COMMITTEES ............................................................................................................... 137
10.6 ABSENCE OF CONVICTIONS AND OFFICIAL PUBLIC INCRIMINATIONS ................................ 138
10.7 REMUNERATION AND BENEFITS .................................................................................... 138
10.8 SERVICE AGREEMENTS OF THE DIRECTORS AND MEMBERS OF THE MANAGEMENT............ 143
10.9 SECURITIES HELD BY DIRECTORS AND MANAGEMENT AND INTENTION TO
PARTICIPATE IN THEOFFERING ..................................................................................... 144
10.10POTENTIAL CONFLICTS OF INTERESTS ............................................................................ 144
10.11OTHER MANDATES ....................................................................................................... 145
PART 11: PRINCIPAL SHAREHOLDERS .................................................................................... 146
PART 12: RELATED PARTY TRANSACTIONS .......................................................................... 148
PART 13: DESCRIPTION OF THE SHARES AND ARTICLES OF ASSOCIATION OF
THE COMPANY .............................................................................................................. 149
13.1 GENERAL ..................................................................................................................... 149
13.2 CORPORATE PURPOSE ................................................................................................... 149
13.3 SHARE CAPITAL ANDSHARES ....................................................................................... 150
13.4 CONVERTIBLEBONDS .................................................................................................. 150
13.5 CAPITAL INCREASE IN RELATION TO THEOFFERING ....................................................... 151
13.6 FORM AND TRANSFERABILITY OFSHARES ..................................................................... 152
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13.7 CURRENCY .................................................................................................................. 152
13.8 DESCRIPTION OF THE RIGHTS ATTACHED TO THESHARES ............................................... 152
13.9 CHANGES TO THE SHARE CAPITAL ................................................................................. 157
13.10ACQUISITION OF OWNSHARES ...................................................................................... 158
13.11OUTSTANDING WARRANTS/CONVERTIBLES .................................................................... 159
13.12RELEVANT LEGISLATION .............................................................................................. 159
PART 14: THE OFFERING ........................................................................................................... 162
14.1 CONDITIONS AND NATURE OF THEOFFERING ................................................................. 162
14.2 PRE-COMMITMENT ....................................................................................................... 163
14.3 OFFER PRICE ................................................................................................................ 163
14.4 DILUTION RESULTING FROM THEOFFERING ................................................................... 163
14.5 OFFERINGPERIOD ........................................................................................................ 164
14.6 APPLICATION PROCEDURE ............................................................................................ 164
14.7 RIGHT TO WITHDRAW ................................................................................................... 165
14.8 ALLOCATION ............................................................................................................... 165
14.9 PAYMENT AND TAXES................................................................................................... 166
14.10FORM OF THEOFFEREDSHARES AND DELIVERY ............................................................ 166
14.11TRADING AND LISTING ................................................................................................. 166
14.12AUTHORISATIONS ........................................................................................................ 167
14.13JURISDICTION AND COMPETENT COURTS ........................................................................ 167
14.14INTEREST OF NATURAL AND LEGAL PERSONS INVOLVED IN THEOFFERING ...................... 167
14.15FINANCIALSERVICE ..................................................................................................... 167
PART 15: PLAN OF DISTRIBUTION ........................................................................................... 168
15.1 UNDERWRITING ........................................................................................................... 168
15.2 STANDSTILL ................................................................................................................. 169
15.3 LOCK-UP ...................................................................................................................... 169
15.4 INCREASEOPTION ........................................................................................................ 169
15.5 OVER-ALLOTMENT OPTION AND PRICE STABILISATION ................................................... 169
15.6 OTHER RELATIONSHIPS WITH THEJOINTGLOBALCOORDINATORS ................................. 170
PART 16: TAXATION................................................................................................................... 171
16.1 BELGIAN TAXATION ..................................................................................................... 171
16.2 FRENCH TAXATION ....................................................................................................... 178
PART 17: LEGAL MATTERS ....................................................................................................... 182
PART 18: STATUTORY AUDITORS............................................................................................ 183
PART 19: DEFINITIONS AND GLOSSARY ................................................................................ 184
19.1 DEFINITIONS ................................................................................................................ 184
19.2 GLOSSARY ................................................................................................................... 187
PART 20: HISTORICAL FINANCIAL INFORMATION ............................................................... 189
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