Bionaturis (BNT) will sell shares to raise money to expand its business in Latin America and Asia as it states at the Full Document of Capital Increase, published at the MAB official website. The biotech company plans to raise as much as 3 million euros from a capital increase in which it will sell new shares at 7.00 €, with a relevant premium to the current stock price. The shares have gained 136 percent this year, giving the company a market value of 52.2 million euros.

Within this post you can find the details of the capital increase operation. The below translation is intended only for information purpose. In case of any discrepancies, the official Spanish version published at the MAB and Bionaturis websites shall prevail:

Pursuant to the authorization granted by the Ordinary Shareholders’ Meeting held on June 26, 2012, pursuant to the provisions stated in Article 297.1b) of the Spanish Corporation Law (hereafter referred to as “LSC”, following the Spanish acronym), the Management Board unanimously agreed, in its session held on March 4, 2014, to increase the Company’s share capital in the terms and conditions discussed below.

 1.      Issue amount and shares to be issued.

It has been agreed to increase the company’s capital to a total amount of 231.651,80 €, by means of the issuance and release of 441.241 shares of a nominal value of 0.05 € each, plus an issue premium of 6.95 €. All shares belong to the same class and series as those currently circulating, and will be represented by book entries. The new shares shall have the same political and economic rights as those of Bionaturis that are currently circulating, as of the date when the capital increase is declared to be subscribed and disbursed.

2.       Purpose of the capital increase

The purpose of the capital increase is to finance the company´s internationalization plan and to undertake further investments.

3.       Preferential subscription right

Pre-emptive subscription rights are recognized for the Company’s shareholders, under the provisions of article 304 of the LSC, in a proportion of two new shares per each nineteen (19) old shares. Pre-emptive subscription rights will be transmittable in the same conditions as the shares from which such rights result.

The Company has requested the opening of a period to negotiate pre-emptive subscription rights in the MAB, which will start, at the earliest, on the third working day after publication of the notice of increase in the Official Journal of the Trade Register. This period will be determined by an operational instruction of the MAB, and a request will be made for such period to have duration of five working days.

The subscription period will end one month after the publication of this notice in the Official Journal of the Trade Register. In order to exercise their pre-emptive subscription rights, investors must address the company in whose accounting records they have registered their pre-emptive subscription rights, stating their willingness to exercise their pre-emptive subscription rights.

Any orders placed will be understood to be final, unconditional and irrevocable. Non-exercised pre-emptive subscription rights will expire automatically at the end of the pre-emptive subscription period.

4.       Discretionary allotment period

If, once the agent (BEKA finance) has determined the number of new shares subscribed by the exercise of pre-emptive subscription rights, any new shares remained to be subscribed and allocated, the agent will notify this to the Board of Directors not later than the fourth working day after the end of the pre-emptive subscription period, and a discretionary share allotment period will commence.

The discretionary allotment period will last one working day after the agent’s notice mentioned in the above paragraph. During this period, the Board of Directors may distribute the shares to qualified third-party investors, as this term is defined in the case of Spain in Royal Decree 1310/2005, of November 4.

During this period, discretionary allotment shares will be placed among those people who are deemed qualified investors under the law applicable in each country, and they may submit proposals for the subscription of discretionary allotment shares. Subscriptions proposals made during the discretionary allotment period will be final, unconditional and irrevocable, and will include the number of discretionary allotment shares that each investor is willing to subscribe at the subscription price. Once the allocation of discretionary allotment shares has been notified to investors, their proposals will become final subscription orders.

5.       Provision for incomplete subscription

Provisions have been made for incomplete subscription, meaning that the capital increase will be effected only to the extent that subscriptions and disbursements have been made once the discretionary allotment period has ended.

6.       Payment

The full payment of the issue price of each new share that is subscribed in the exercise of pre-emptive subscription rights will be made at the time of submitting the subscription request through the corresponding holding companies before which the relevant orders are placed.

Lastly, the full payment of the issue price of the shares allocated in the discretionary allotment period must be made not later than 12:00 p.m., Madrid time, on the working day following the end of the discretionary allotment period, to the Company’s account opened for this purpose.

7.       Representation of new shares

The new shares shall be represented by account entries and are included in the corresponding accounting records of which IBERCLEAR, and its authorized holding companies are in charge.

8.       New shares rights

The new shares will enjoy the same political and financial rights as the Bionaturis´ currently circulating shares from the day on which the capital increase is declared subscribed and disbursed; and, specifically, the new shares will give their holders the right to participate in the dividends that may be agreed upon from the day on which they become subject to negotiation in the MAB segment of expansion-stage companies (the “date of operation”).

9.       Costs of issuing

The company will not charge subscribers in relation to the new shares subscribed. Expenses shall not accrue for the first registration of the shares in the accounting records of holding companies. However, holding companies that maintain the holder accounts of the company shares may establish, in accordance with current legislation and their published rates, commissions and expenses in concept of administration which freely determined, arising from the maintenance of values in the accounting records. Also, the purchase or sale of preferential subscription rights will be subject to commissions that freely established the holding companies through which such purchase or sale is made.

10.   Admission request to the MAB

The company will request the admission to trading on the MAB as well as the inclusion in the S.I.B.E. of all of the common shares issued in execution of the present agreement.


Official information available only in Spanish. Click here