21 May 2026, Belgium: Biotalys NV (Euronext Brussel : BTLS) (the "Company" or "Biotalys"), today announced the closing of its previously announced private placement of 7,875,811 new shares (being approximately 20.96% of the Company's shares outstanding prior to the transaction) at an issue price of EUR 1.53 per share.
The new shares will be listed on Euronext Brussels on 22 May 2026. These new shares have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of Biotalys at the moment of their issuance.
Investors participating in the private placement are current shareholders, including Ackermans & van Haaren NV, Agri Investment Fund BV, ASR Vermogensbeheer NV, Federale Participatie- en Investeringsmaatschappij NV, GIMV NV, PMV NV, Sofinnova Industrial Biotech I, and the Flemish Institute for Biotechnology VIB.
In view hereof, and in accordance with article 15 of the Belgian Act of 2 May 2007 on the disclosure of major shareholdings (the "Belgian Act"), the outstanding share capital and outstanding voting securities of the Company can be summarised as follows:
- Share capital: EUR 6,719,757.41
- Total number of securities carrying voting rights: 45,444,456 (all ordinary shares)
- Total number of voting rights (= denominator): 45,444,456 (all relating to ordinary shares)
- Number of rights to subscribe for securities carrying voting rights not yet issued:
- 1,779,400 "ESOP Warrants", entitling their holders to subscribe for a total number of 1,779,400 profit certificates which will, if and when issued, automatically convert into a total number of maximum 889,700 securities carrying voting rights (all ordinary shares).
- 900,737 "ESOP Warrants", entitling their holders to subscribe for a total number of maximum 900,737 securities carrying voting rights (all ordinary shares).
- 26,077 share units, awarded in aggregate to the independent directors of the Company in the framework of its remuneration policy. Each share unit contains the obligation - subject to vesting of all share units - to subscribe to one new share of the Company at an issue price of one EUR per share-unit. Cash settlement is possible. The conditions of the share units are described in the remuneration policy of the Company.
- The Company has no outstanding convertible bonds or non-voting shares.
Pursuant to the Belgian Act, a notification to the Company and the Belgian Financial Services and Markets Authority (FSMA) is required by all natural and legal persons in each case where the percentage of voting rights attached to the securities held by such persons in the Company reaches, exceeds or falls below the threshold of 5%, 10%, and every subsequent multiple of 5%, of the total number of voting rights in the Company.
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