On November 1, 2022 Addex Therapeutics (SIX: ADXN and Nasdaq: ADXN), a clinical-stage pharmaceutical company pioneering allosteric modulation-based drug discovery and development (the Company), reported that it has issued 32,636,476 new registered shares at a nominal value of CHF 0.01 each to Addex Pharma SA, its 100% wholly-owned subsidiary (Press release, Addex Therapeutics, NOV 1, 2022, View Source [SID1234622669]). The new shares, issued from the Company’s authorized capital, are listed on the SIX Swiss Exchange. The transaction has been executed to provide the Group with additional future financing flexibility. The total number of issued shares increased to 97,909,428 at a nominal value of CHF 0.01 each, whilst the outstanding shares remain unchanged.
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Swiss Takeover Board Decision
Upon completion of the above-described capital increase, Addex Pharma SA exceeded the offer threshold of 33 1/3% of the voting rights of the Company. Within this context, the Company has to publish the decision of the Swiss Takeover Board (the TOB) of August 18, 2022:
"The Takeover Board decides:
Addex Pharma SA is granted an exemption pursuant to Art. 136 para. 1 lit. c of the Financial Market Infrastructure Act (FMIA) from the obligation to make an offer pursuant to Art. 135 FMIA in respect of all listed shares of Addex Therapeutics Ltd in connection with the transaction described in this decision. This exemption from the obligation to make an offer is granted under the condition that (i) Addex Pharma SA reduces its shareholding in Addex Therapeutics Ltd to or below the threshold of 33 1/3% of the share capital in terms of voting rights by March 31, 2023 and that (ii) Addex Pharma SA does not exercise significant influence on the fate of Addex Therapeutics Ltd during the period in which it exceeds the threshold;
Addex Pharma is required to notify the Swiss Takeover Board within five trading days if it exceeds or falls below the threshold of 33.3% of the share capital and voting rights in Addex Therapeutics Ltd.
Addex Therapeutics Ltd is required to publish the provisions of the present decision as well as the reference to the right of objection of qualified shareholders pursuant to Art. 6 and 7 TOO.
This decision will be published on the website of the Swiss Takeover Board following the publication by Addex Therapeutics Ltd in accordance with clause 3 above.
The fees payable by Addex Pharma SA amount to CHF 20,000."
The Company’s Board of Directors has decided not to publish a separate report within the meaning of Article 61 para. 3 lit. a of the Takeover Ordinance.
Shareholders of the Company who have been holding at least 3% of the voting rights of the Company, whether exercisable or not (a "qualified participation"), since the date of publication of the decision, may file an objection against the decision of the TOB. The objection must be filed with the TOB (Stockerstrasse 54, 8002 Zurich; fax: +41 44 283 17 40) within five (5) trading days from the date of publication of the decision. The first trading day after the publication of the decision on the TOB’s website will be the first day of the filing period. The objection must contain a motion, summary reasons and proof of the qualified participation as from the date of the publication of the decision.