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Bankleitzahlen - online.de


Idorsia successfully completes the offering of new shares and the offering of convertible bonds thereby securing long-term funding for the development of its advancing pipeline

Idorsia Pharmaceuticals Ltd. /
Idorsia successfully completes the offering of new shares and the offering of
convertible bonds thereby securing long-term funding for the development of its
advancing pipeline
. Processed and transmitted by Nasdaq Corporate Solutions.
The issuer is solely responsible for the content of this announcement.


NOT FOR RELEASE, PUBLICATION, DISTRIBUTION IN OR INTO THE UNITED STATES, ITALY,
CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATON OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAWS.

* Idorsia successfully completes the offering of 11,912,000 new shares with
gross proceeds of CHF 305 million
* Idorsia successfully completes the offering of CHF 200 million of senior
convertible bonds

Allschwil, Switzerland - July 11, 2018
Idorsia Ltd (SIX: IDIA, "Idorsia") today announced that it has successfully
placed 11,912,000 new shares (the "Offer Shares"), corresponding to
approximately 10% of Idorsia's currently issued share capital, by way of an
accelerated bookbuilding. Additionally, Idorsia successfully placed CHF 200
million of senior unsecured convertible bonds (the "Bonds") due 2024. The net
proceeds from the concurrent offerings will be used to fund the ongoing research
and development of Idorsia's development pipeline and will allow Idorsia to fund
the Phase 3 development of Idorsia's promising late-stage pipeline comprising
aprocitentan, clazosentan, lucerastat and nemorexant, as well as its diverse
early-stage and preclinical pipeline.

As part of the concurrent offerings, Idorsia agreed to a 180-day lock-up period.
Jean-Paul and Martine Clozel, the main shareholders of Idorsia, purchased 28.4%
of the Offer Shares and 28.4% of the Bonds to maintain their current ownership
in Idorsia. They have also agreed to a lock-up period of 180 days, subject to
customary exceptions.

Issuance of new registered shares
Idorsia placed 11,912,000 new registered shares of CHF 0.05 par value each at
CHF 25.62 per new share. The Offer Shares, corresponding to approximately 10% of
Idorsia's currently issued share capital, will be issued from Idorsia's existing
authorized share capital. It is anticipated that the listing and the admission
to trading of the Offer Shares according to the International Reporting Standard
of SIX Swiss Exchange will become effective on or around July 13, 2018 (the
"First Day of Trading"). The Offer Shares will rank pari passu with the existing
shares.

Issuance of senior unsecured convertible bonds
The Bonds will have a maturity of 6 years and will be convertible into 5.9
million registered shares of Idorsia, sourced from existing listed conditional
share capital, on or after August 27, 2018. The Bonds will have a coupon of
0.75% and a conversion price of CHF 33.95, corresponding to a conversion premium
of 32.5% above the bookbuilding price of the Offer Shares. Holders of the Bonds
who convert their Bonds will receive Idorsia shares with a par value of CHF
0.05 per Idorsia share. Idorsia will be entitled to redeem the Bonds at their
principal amount (plus accrued interest) in accordance with the terms and
conditions of the Bonds at any time (i) on or after August 7, 2022, if the price
of an Idorsia share is equal to or exceeds 150% of the then prevailing
conversion price over a certain period or (ii) if less than 15% of the aggregate
principal amount of the Bonds remains outstanding. The Bonds will be issued and,
unless previously converted or repurchased and cancelled, will be redeemed at
100% of their principal amount with a denomination of CHF 200,000 per Bond. The
interest on the Bonds will be subject to Swiss withholding tax (which is
currently at a rate of 35%).

The settlement date of the Bonds is expected to be on or around July 17, 2018.
Application for the listing and trading of the Bonds according to the Standard
for Bonds of SIX Swiss Exchange will be made at a later stage.

Credit Suisse and Goldman Sachs International were acting as Joint Bookrunners
and Octavian as Selling Agent on these concurrent offerings.

Notes to the editor

About Idorsia
Idorsia Ltd is reaching out for more - We have more ideas, we see more
opportunities and we want to help more patients. In order to achieve this, we
will develop Idorsia into one of Europe's leading biopharmaceutical companies,
with a strong scientific core.

Headquartered in Switzerland - a biotech-hub of Europe - Idorsia is specialized
in the discovery and development of small molecules, to transform the horizon of
therapeutic options. Idorsia has a broad portfolio of innovative drugs in the
pipeline, an experienced team, a fully-functional research center, and a strong
balance sheet - the ideal constellation to bringing R&D efforts to business
success.

Idorsia was listed on the SIX Swiss Exchange (ticker symbol: IDIA) in June 2017
and has over 650 highly qualified specialists dedicated to realizing our
ambitious targets.

For further information, please contact
Andrew C. Weiss
Senior Vice President, Head of Investor Relations & Corporate Communications
Idorsia Pharmaceuticals Ltd, Hegenheimermattweg 91, CH-4123 Allschwil
+41 (0) 58 844 10 10
www.idorsia.com

The above information contains certain "forward-looking statements", relating to
the company's business, which can be identified by the use of forward-looking
terminology such as "estimates", "believes", "expects", "may", "are expected
to", "will", "will continue", "should", "would be", "seeks", "pending" or
"anticipates" or similar expressions, or by discussions of strategy, plans or
intentions. Such statements include descriptions of the company's investment and
research and development programs and anticipated expenditures in connection
therewith, descriptions of new products expected to be introduced by the company
and anticipated customer demand for such products and products in the company's
existing portfolio. Such statements reflect the current views of the company
with respect to future events and are subject to certain risks, uncertainties
and assumptions. Many factors could cause the actual results, performance or
achievements of the company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward-
looking statements. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein as anticipated, believed,
estimated or expected.

THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS) (THE "UNITED STATES" OR "US") AND
SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A
GENERAL CIRCULATION IN THE UNITED STATES. THIS DOCUMENT DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES NOR DOES IT
CONSTITUTE A PROSPECTUS WITHIN THE MEANING OF ARTICLES 652A OR 1156 OF THE SWISS
CODE OF OBLIGATIONS OR A LISTING PROSPECTUS PURSUANT TO THE LISTING RULES OF THE
SIX SWISS EXCHANGE. ANY DECISION TO PURCHASE ANY SECURITIES REFERRED TO HEREIN
SHOULD BE SOLELY BASED ON THE RELEVANT PROSPECTUS. IN ADDITION, NEITHER THE
OFFER SHARES, THE BONDS NOR THE SHARES OF IDORSIA LTD INTO WHICH THE BONDS ARE
CONVERTIBLE HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES
LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES ABSENT
REGISTRATION UNDER, OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS, OF THE UNITED STATES SECURITIES LAWS. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.

THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS NOT FOR PUBLICATION OR
DISTRIBUTION IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN CANADA,
AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

IN THE UNITED KINGDOM, THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS
DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO 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 (THE "ORDER") AND
(II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND (III) TO WHOM IT
WOULD OTHERWISE BE LAWFUL TO DISTRIBUTE IT (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").

IN ADDITION, IF AND TO THE EXTENT THAT THIS PRESS RELEASE IS COMMUNICATED IN, OR
THE OFFER OF SECURITIES TO WHICH IT RELATES IS MADE IN, ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA")THAT HAS IMPLEMENTED DIRECTIVE 2003/71/EC, AS
AMENDED (TOGETHER WITH DIRECTIVE 2010/73/EU, TO THE EXTENT IMPLEMENTED IN ANY
EEA MEMBER STATE AND INCLUDES ANY APPLICABLE IMPLEMENTING MEASURES IN ANY EEA
MEMBER STATE, THE "PROSPECTUS DIRECTIVE") ("EACH, A "RELEVANT MEMBER STATE"),
THIS PRESS RELEASE AND THE OFFERING OF ANY SECURITIES DESCRIBED HEREIN ARE ONLY
ADDRESSED TO AND DIRECTED AT PERSONS IN THAT MEMBER STATE WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE (OR WHO ARE OTHER
PERSONS TO WHOM THE OFFER MAY LAWFULLY BE ADDRESSED) AND MUST NOT BE ACTED ON OR
RELIED ON BY OTHER PERSONS IN THAT MEMBER STATE.

IF LOCATED IN A RELEVANT MEMBER STATE, EACH PERSON WHO INITIALLY ACQUIRES ANY
SECURITIES, AND TO THE EXTENT APPLICABLE ANY FUNDS ON BEHALF OF WHICH SUCH
PERSON ACQUIRES SUCH SECURITIES THAT ARE LOCATED IN A RELEVANT MEMBER STATE, OR
TO WHOM ANY OFFER OF SECURITIES MAY BE MADE WILL BE DEEMED TO HAVE REPRESENTED,
ACKNOWLEDGED AND AGREED THAT IT IS A QUALIFIED INVESTOR AS DEFINED ABOVE.

THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO
AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL
INVESTOR IN THE EEA. FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A PERSON WHO
IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE
4(1) OF DIRECTIVE 2014/65/EU ("MIFID II"); (II) A CUSTOMER WITHIN THE MEANING OF
DIRECTIVE 2002/92/EC ("IMD"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A
PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR
(III) NOT A QUALIFIED INVESTOR. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT
REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION")
FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL
INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE
BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY
BE UNLAWFUL UNDER THE PRIIPS REGULATION.

THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM,
BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA
OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS.

IN THE CASE OF ANY SECURITIES BEING OFFERED TO YOU AS A FINANCIAL INTERMEDIARY
AS THAT TERM IS USED IN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE, YOU WILL ALSO
BE DEEMED TO HAVE REPRESENTED AND AGREED THAT THE SECURITIES ACQUIRED BY YOU IN
THE OFFERING HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN
QUALIFIED INVESTORS OR PERSONS IN THE UNITED KINGDOM AND OTHER MEMBER STATES
(WHERE EQUIVALENT LEGISLATION EXISTS) FOR WHOM YOU HAVE AUTHORITY TO MAKE
DECISIONS ON A WHOLLY DISCRETIONARY BASIS, NOR HAVE THE SECURITIES BEEN ACQUIRED
WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA WHERE THIS WOULD RESULT IN A
REQUIREMENT FOR PUBLICATION BY THE ISSUER, THE JOINT BOOKRUNNERS OR ANY OTHER
MANAGER OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, OR IN
WHICH THE PRIOR CONSENT OF THE JOINT BOOKRUNNERS HAS BEEN OBTAINED TO SUCH OFFER
OR RESALE.


Press Release PDF:
http://hugin.info/174259/R/2204592/856177.pdf



This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Idorsia Pharmaceuticals Ltd. via GlobeNewswire



 
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