The News

Ablynx launches its IPO on Eurolist by Euronext Brussels

19/10/2007

GHENT, Belgium - 19 October 2007 – Ablynx, the biopharmaceutical company focused on the discovery and development of Nanobodies®, today announced the launch of its Initial Public Offering (the "IPO" or "Offering") on Eurolist by Euronext Brussels. J.P. Morgan Securities Ltd. and KBC Securities NV are acting as Joint Global Coordinators and Joint Bookrunners, with Kempen & Co N.V. and Piper Jaffray Ltd acting as the Co-Managers to the Offering.

Summary of the Transaction

• The Offering could lead to a capital increase of up to €99.19 million consisting of:
o An offering to subscribe for up to €75 million in new shares with VVPR strips, which can be increased by a maximum of 15% (the “Increase Option”) to an amount of up to €86.25 million depending on the volume of demand.
o An offering to sell a number of shares equal to up to 15% of the number of new shares subscribed for in the Offering (the “Over-allotment Shares”). These Over-allotment Shares, which are covered by an over-allotment warrant, will not have a separate VVPR strip.
• The price range of the Offering has been set at a minimum of €6.5 and a maximum of €8.5 per share.
• Admission to listing on Eurolist by Euronext Brussels of the 24,037,353 existing shares, the new shares, the VVPR strips and all shares that will be issued further to the exercise of existing and new warrants.
• €15 million will be invested in new equity by Boehringer Ingelheim at the IPO price, within the institutional tranche.
• The Offer Period will run from 22 October 2007 until 5 November 2007 (included), subject to early closing as of 29 October 2007 at the earliest, with the first day of trading expected to take place on 7 November 2007.
Ablynx intends to use the proceeds of the IPO primarily to accelerate the clinical development of its lead product candidate, ALX-0081 for the treatment and prevention of acute thrombosis and other indications, to rapidly advance and expand its own pipeline, to further develop its technology platform and gain access to new targets and technologies. Ablynx announced interim Phase I data from its first programme for ALX-0081 in July 2007 and a second programme, which is partnered, is in advanced preclinical development. Ablynx is building a diverse and broad portfolio of therapeutic Nanobodies® through research collaborations, as well as through its own internal discovery programmes.
Commenting on today’s announcement Dr Edwin Moses, Ablynx’s Chairman and Chief Executive Officer said:
 “Ablynx has reached an exciting point in its development, with strong IP and development programmes for its Nanobody®-based therapeutic programmes. The funds that we plan to raise through this offering will enable us to aggressively move forward with our lead programme currently in Phase I and rapidly build a strong clinical pipeline with truly innovative Nanobody®-based therapeutics for important areas of human health and disease, therein creating value for our shareholders”.

Founded in 2001 in Ghent, Belgium, Ablynx is a biopharmaceutical company focused on the discovery and development of Nanobodies®, a novel class of therapeutic proteins based on single-domain antibody fragments, for a range of serious and life-threatening human diseases, including inflammation, thrombosis, oncology and Alzheimer’s disease. Nanobodies® have already been generated against more than 100 different disease targets. In vivo efficacy data has been obtained in 16 models for Nanobodies® against a range of different targets.
The Company has established a broad patent estate around its Nanobody® technology platform, and has filed many patent applications describing further aspects of the Nanobody® technology and its therapeutic applications.
Ablynx has ongoing research collaborations and significant partnerships with several major pharmaceutical companies, including Boehringer Ingelheim, Wyeth Pharmaceuticals, Novartis, and P&G Pharma. Most recently, on 7 September 2007, Ablynx announced a major global strategic alliance with its partner Boehringer Ingelheim to collaborate in the discovery of Nanobodies® against agreed targets across multiple therapeutic areas including immunology, oncology and respiratory disease. The companies will collaborate to discover, develop and commercialise up to 10 different Nanobody® therapeutics, from which Ablynx will receive development milestone payments for each Nanobody® which reaches market of up to €125 million as well as undisclosed royalties. Ablynx expects to receive payments of €75 million during the research term of the collaboration, including €15 million in an equity investment by Boehringer Ingelheim in the Offering.
The Company currently has over 130 employees.

Details of the Transaction

The IPO consists of a public offering in Belgium to retail investors (including to the Company's employees, consultants and independent directors in Belgium); a private offering to the Company's employees, consultants and independent directors outside of Belgium and outside the United States in reliance on Regulation S under the US Securities Act of 1933 (as amended) (the "Securities Act"); an offering to qualified institutional buyers in the United States in accordance with Rule 144A of the Securities Act; and an offering to qualified and institutional investors in Belgium and elsewhere outside the United States in reliance on Regulation S under the Securities Act. The Offering could lead to a capital increase of up to €99.19 million consisting of:

• An offering to subscribe for up to €75 million in new shares, which can be increased by a maximum of 15% (the “Increase Option”) up to an amount of €86.25 million depending on investor demand. The Issuer has the right to proceed with the capital increase in a reduced amount. No minimum amount has been set for the offering.
• An offering to sell a number of shares equal to up to 15% of the number of new shares subscribed for in the Offering (the Over-allotment Shares). The Joint Global Co-ordinators will be granted an over-allotment option by the Company, exercisable as of the listing date (which is expected to take place on 7 November 2007) and until 30 days thereafter, corresponding to a maximum of 15% of the new shares subscribed for in the Offering, for the sole purpose of allowing these parties to cover over-allotments, if any.
It is expected that no less than 10% of the Offered Shares effectively allocated will be allocated to retail investors in Belgium (subject, however, to sufficient retail demand). However, the proportion of Offered Shares allocated to retail investors may be increased, possibly substantially, if applications received from them exceed 10% of the Offered Shares effectively allocated. Within the retail tranche, up to the value of €300,000 of Offered Shares will be reserved for allocation to the Company's employees, consultants and independent directors on a preferential basis.
The Offering Period will begin on 22 October 2007 and is expected to end on 5 November 2007. The Company, in consultation with the Joint Global Coordinators, reserves the right to close the Offering Period at an earlier or later date and time. Any early closure of the Offering Period will be announced in the Belgian financial press. The Offering Period will in any event be open for at least six business days as from the availability of the Prospectus. The Offering Period for retail and institutional investors will be the same.
The price range has been set at a minimum of €6.5 and a maximum of €8.5 per share. The Offer Price will be a single price in euro that will apply to all investors, whether retail or institutional and will be determined within the price range. The applicable Offer Price will in no event exceed the upper-end of the price range. The Company will determine the Offer Price in common agreement with the Joint Global Coordinators on the basis of a book-building procedure, in which only institutional investors can participate. The final amount of the offering and the Offer Price will be determined as soon as possible after the end of the Offering Period on the Allocation Date, which is expected to take place on 6 November 2007. The final amount of the Offering and the Offer Price will be published in the Belgian financial press on the first publishing day following its determination, which is expected to be on 7 November 2007 and which is expected to also be the first day of trading.
The prospectus is available in Dutch and in English. It will be made available to investors at no cost at the registered office of Ablynx at Technologiepark 4, B-9052 Zwijnaarde, Belgium and can be obtained upon request from KBC Telecenter at +32 3 283 29 70. Subject to certain conditions, the Prospectus is also available, for information purposes only, on the internet at the following websites: http://www.ablynx.com/, http://www.kbcsecurities.be/, http://www.kbc.be/ and on the websites of Euronext.

 
Summary Timetable

22 October 2007 expected start of Offering Period
5 November 2007 expected closure of Offering Period
6 October 2007 expected Pricing and Allocation Date
7 November 2007 expected publication date of Offer size and Offer Price
7 November 2007 expected Listing Date (admission to listing and start of trading)
9 November 2007 expected Closing Date (payment, settlement and delivery)

This announcement may be an advertisement and is not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus”) to be published by Ablynx (“the Company”) in due course in connection with the admission of the shares of the Company to Eurolist by Euronext Brussels. 

This announcement is being communicated (i) in the UK only to persons who have professional experience in matters relating to investments falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and (ii) to persons outside the UK only where permitted by applicable law (all such persons being referred to as "relevant persons"). This announcement is only directed at relevant persons and other persons should not rely on or act upon this announcement or any of its contents.

This announcement has been prepared and issued by the Company and is the sole responsibility of the Company, and has been approved solely for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA").

This announcement does not constitute an offer of securities for sale in the United States of America nor does it constitute an offer to sell, or the solicitation of an offer to buy, and there shall not be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to its registration or qualification under the laws of such jurisdiction.  Neither this announcement nor any copy of it may be taken into the United States of America, Canada, Japan or Australia or distributed or published, directly or indirectly, in the United States of America, Canada, Japan or Australia.  Any failure to comply with this restriction may constitute a violation of US, Canadian, Japanese or Australian securities law.  The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States or to or for the benefit of US persons (as such term is defined in Regulation S pursuant to the Securities Act) unless they are registered pursuant to the Securities Act or pursuant to an available exemption therefrom.  No public offering of securities of Ablynx NV/SA is being made in the United States of America.

 

About Ablynx –
Founded in 2001 in Ghent, Belgium, Ablynx is a biopharmaceutical company focused on the discovery and development of Nanobodies®, a novel class of therapeutic proteins based on single-domain antibody fragments, for a range of serious and life-threatening human diseases. The Company currently has over 130 employees.

Ablynx is developing a portfolio of Nanobody®-based therapeutic programmes in a number of major disease areas, including inflammation, thrombosis, oncology and Alzheimer’s disease. Nanobodies® have been generated against more than 100 different disease targets. Efficacy data has been obtained in 16 in vivo models for Nanobodies® against a range of different targets.

Ablynx has an extensive patent position in the field of Nanobodies® for healthcare applications. It has exclusive and worldwide rights to more than fifty families of granted patents and pending patent applications, including the Hamers patents covering the basic structure, composition, preparation and uses of Nanobodies®.

Ablynx has ongoing research collaborations and significant partnerships with several major pharmaceutical companies, including Boehringer Ingelheim, Wyeth Pharmaceuticals, Novartis, and P&G Pharma. Ablynx is building a diverse and broad portfolio of therapeutic Nanobodies® through these collaborations as well as through its own internal discovery programmes. Ablynx announced interim Phase I data from its first programme, an anti-thrombotic (ALX-0081) in July 2007 and another programme, which is partnered, is in advanced preclinical development.

Nanobody® is a registered trademark of Ablynx NV.

For more information, please contact:

UK/International media enquiries - Northbank Communications:
Adam Michael, Annabel Entress, Justine Lamond, Tony Stephenson
t: +44 (0)20 7268 3002
m: +44 (0)7775 881 813 (AM)
e: ablynx@northbankcommunications.com

Belgium media enquiries – Interel:
Jan Van Heuverswyn, Joris Bulteel, Inge Staelens
t: +32 (0)2 761 66 31
m: +32 (0)475 370 338 (JVH)
e: JVH@interel.eu

Contacts at Ablynx:
Dr. Edwin Moses
Chairman and CEO
t: +32 (0)9 262 00 07
m: +44 (0)7771 954 193 / +32 (0)473 39 50 68
e: edwin.moses@ablynx.com

Eva-Lotta Allan
Chief Business Officer
t: +32 (0)9 262 00 75
m: +32 (0)475 78 36 21 / +44 (0)7990 570 900
e: eva-lotta.allan@ablynx.com

Wim Ottevaere
Chief Financial Officer
t:  +32 (0)9 262 00 08
e: wim.ottevaere@ablynx.com