As filed with the United States Securities and Exchange Commission on October 25, 2017.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ABLYNX NV
(Exact name of registrant as specified in its charter)
| Belgium | 2836 | Not applicable | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Technologiepark 21
9052 Ghent/Zwijnaarde, Belgium
+32 9 262 00 00
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Depositary Management Corporation
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-4800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom Seo Salimi | Lars Van Bever Robin Van Gysel Eubelius CVBA Louizalaan 99 Avenue Louise B-1050 Brussels +32 2 543 31 00 | Richard Truesdell Jr. Marcel Fausten Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 | Arnaud Coibion Filip Lecoutre Linklaters LLP Rue Brederode 13 1000 Brussels +32 2 501 95 95 |
Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-220763
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012
CALCULATION OF REGISTRATION FEE
| ||||
| Title of Each Class of Securities to be Registered(1) | Proposed Offering Price(2)(3)(4) | Amount of Registration Fee | ||
Ordinary Shares, no nominal value (4) | $28,778,750 | $3,582.95 | ||
| ||||
| ||||
| (1) | American Depositary Shares, or ADSs, issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-198467). Each ADS represents one ordinary share. |
| (2) | In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form F-1, as amended (File No. 333-220763), is hereby registered. |
| (3) | Includes additional ordinary shares to be delivered in the form of ADSs that the underwriters have the option to purchase. |
| (4) | Based on initial public offering price of €14.86 per share in the offering which is equivalent to a price of $17.50 assuming an exchange rate of $1.1775. |
This registration statement shall become effective upon filing in accordance with Rule 462(b) of the Securities Act of 1933, as amended.
Explanatory Note
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the Registration Statement on Form F-1 (File No. 333-220763) filed by Ablynx NV with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on October 24, 2017, including the exhibits thereto, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ghent, Belgium, on October 25, 2017.
| ABLYNX NV | ||
| By: | /s/ EDWIN MOSES | |
| Name: | Edwin Moses | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title |
| ||
/s/ EDWIN MOSES Edwin Moses | Chief Executive Officer (Principal Executive Officer) | October 25, 2017 | ||
* Woconsult BVBA, permanently represented by Wim Ottevaere | Chief Financial Officer (Principal Financial and Accounting Officer) | October 25, 2017 | ||
* Peter Fellner, Ph.D. | Chairman of the Board | October 25, 2017 | ||
* Remi Vermeiren | Director | October 25, 2017 | ||
* Catherine Moukheibir | Director | October 25, 2017 | ||
* Greig Biotechnology Global Consulting, Inc., permanently represented by Russell Greig, Ph.D. | Director | October 25, 2017 | ||
* William J. Jenkins, B.Chir. | Director | October 25, 2017 | ||
* Orfacare Consulting GmbH, permanently represented by Bo Jesper Hansen, Ph.D. | Director | October 25, 2017 | ||
Signature | Title |
| ||
* Feadon NV, permanently represented by Lutgart Van den Berge, Ph.D. | Director | October 25, 2017 | ||
* Hilde Windels BVBA, permanently represented by Hilde Windels | Director | October 25, 2017 | ||
| By: | /s/ George Boychuk | Authorized Representative in the United States | October 25, 2017 | |||||||
| Name: | George Boychuk, on behalf of Depositary Management Corporation | |||||||||
| Title: | Managing Director | |||||||||
| *By: | /s/ EDWIN MOSES | Attorney-in-fact | October 25, 2017 | |||||||
| Name: | Edwin Moses | |||||||||
EXHIBIT INDEX
Exhibit | Description of Exhibit | |
| 5.1 | Opinion of Eubelius | |
| 23.1 | Consent of Deloitte Bedrijfsrevisoren | |
| 23.2 | Consent of Eubelius (included in Exhibit 5.1) | |
| 24.1* | Power of Attorney | |
| * | Previously filed on the signature page to the Registrant’s Registration Statement on Form F-1, as amended (File No. 333-220763), originally filed with the Securities and Exchange Commission on October 2, 2017 and incorporated by reference herein. |
