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shareholders’pre-emptive rights reserved to a category of persons under the provisions of Article L.225-138 of the French Commercial Code and pursuant to the decision of the Company’s Board of Directors (Conseil d’Administration) on April 3, 2019, in accordance with the delegations granted pursuant to the Resolutions 25, 26 and 28 adopted at the ordinary and extraordinary meeting of the Company’s shareholders (Assemblée Générale Mixte) held on June 22, 2018. The global offering will be open only to persons who are natural persons or legal entities, including companies, trusts, investment funds or other investment vehicles whatever their form, governed by either French or foreign law, that invest on a regular basis in the pharmaceutical, biotechnological or medical technology sector; and/or companies, institutions or entities whatever their form, French or foreign, that carry out a significant part of their activity in these sectors. In order to purchase ordinary shares and/or ADSs, potential investors will be required to execute and provide to the Underwriters an investor letter representing that they satisfy the foregoing investor criteria.
The final number of ordinary shares offered, including the number of ordinary shares offered in the form of ADSs, and the subscription price therefor will be decided by the Company’s Chief Executive Officer (Directeur Général), in accordance with asub-delegation granted by the Company’s Board of Directors (Conseil d’Administration) on April 3, 2019, further to the favorable opinion of Mr. Michel de Rosen, independent director and Chairman of the Board of Directors; provided, that in no event shall the Company be permitted to issue more than 20% of its share capital outstanding prior to commencement of the global offering.
The global offering will commence immediately and the Company plans to announce the result of the global offering as soon as practicable after pricing thereof in a subsequent press release. The Company plans to use the net proceeds from the global offering, together with its existing cash and cash equivalents, to fund the development and, if approved, prepare for the commercialization of Viaskin Peanut, to advance development of the Company’s other product candidates and for working capital and general corporate purposes.
Entities affiliated with Baker Bros. Advisors LP and Bpifrance Participations S.A., which are existing shareholders, have indicated an interest in purchasing, in the aggregate, at least 25.0% of the ordinary shares (including in the form of ADSs) in this offering at the public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, fewer or no ordinary shares and/or ADSs in this offering to these entities, or these entities may determine to purchase more, fewer or no ordinary shares and/or ADSs in this offering.