Cellnovo Raises circa EUR 5.4M in Capital Increase without Preferential Subscription Rights

Regulatory News

Cellnovo Group (Paris:CLNV) ("Cellnovo” CLNV: EN Paris or the "Company”), a medical technology company marketing the first mobile, connected, all-in-one diabetes management system, announces today that it has raised circa EUR 5.4 million from European and US institutional investors through a capital increase without preferential subscription rights.

In line with its participation in three major artificial pancreas projects and considering the estimated market potential, Cellnovo has chosen to accelerate the development and commercialisation of an artificial pancreas based on its mobile diabetes management system and micro-pump.

Cellnovo will use the net proceeds of the capital increase to finance its artificial pancreas ("AP”) project, from development to commercial launch, initially in Europe. The artificial pancreas is designed to enable the complete automation of insulin pump function for more accurate regulation of blood-sugar levels in insulin-dependent people with Type 1 diabetes, and to prevent hypoglycemic and hyperglycemic events and long-term complications that may arise from diabetes. Integrated into Cellnovo’s insulin pump, the artificial pancreas system will use information from the patient’s continuous blood glucose monitor (CGM) to calculate and deliver in real time the optimal insulin dose to patients.

The proceeds from the capital increase should enable Cellnovo to:

• acquire licensing rights from one of its partners;
• finalise product developments;
• develop a new patient interface and clinical portal on its unique e-health web-based App;
• fund the additional clinical trials necessary for regulatory submissions; and
• prepare the launch of the AP-Cellnovo product in European markets.

The anticipated timeline for the completion of the key milestones of these projects is 18 months.

Terms of the capital increase

The Company will issue 1,078,852 new shares, each with a par value of EUR 1.00, representing 9.9% of the share capital of the Company. Following settlement and delivery of the capital increase expected to occur on September 20^th, 2016, the issued share capital of the Company will amount to EUR 12,004,449.

The issue price was set at EUR 5.00 per share, implying a discount level of 15.9% to the volume weighted average price over the last 20 trading days on Euronext Paris ("VWAP”).

On an illustrative basis, a shareholder holding 1% of Cellnovo’s share capital prior to the issue will hold a stake of 0.91%.

The new shares bear current dividend eligibility and will be admitted to trading on the regulated market of Euronext in Paris under the ISIN code FR0012633360.

The issue is carried out by way of a capital increase with no preferential subscription rights, based on the resolution of the Board of Directors adopted on September, 14^th, 2016, pursuant to the delegation granted by the 14^th resolution of the general shareholders meeting held on June 24^th, 2016.

Cellnovo has agreed to a lock-up on the shares of the Company for a period of 90 calendar days starting on the settlement and delivery date, subject to certain usual exceptions.

This transaction was led by CM-CIC Market Solutions and Société Générale Corporate & Investment Banking as Joint Lead Managers and Joint Bookrunners. Sponsor Finance and Agile Capital Markets acted as financial advisors to the Company.

Public information

The transaction is not subject to a prospectus approved by the French Financial Market Authority (Autorité des marchés financiers) (AMF). Detailed information on Cellnovo, including its business, results, perspectives and related risk factors appear in the Company’s prospectus registered by the AMF on June 27^th, 2016 under number R.16-0060, which is available together with all the press releases and other regulated information about the Company, at the Company’s website (www.cellnovo.com).

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About Cellnovo (Euronext: CLNV)

An independent medical technology company specialising in diabetes, Cellnovo has developed and markets the first mobile, connected, all-in-one diabetes management system that helps make life easier for patients. Compact, tubeless, intuitive and entirely connected, Cellnovo’s insulin pump comprises a mobile touchscreen controller with an integrated blood-glucose meter. This unique device allows optimal management of insulin injections whilst ensuring extensive freedom of movement and peace of mind for patients. Thanks to the automatic transmission of data, it also allows the patient’s condition to be continually monitored by family members and healthcare professionals in real time.

For further information please visit www.cellnovo.com

About the Cellnovo Diabetes Management System

Compact, tubeless, intuitive and entirely connected, Cellnovo’s insulin pump comprises a mobile touchscreen controller with an integrated blood-glucose meter. This unique device allows optimal management of insulin injections with drop-by-drop precision, whilst ensuring extensive freedom of movement and peace of mind for patients. Thanks to the automatic transmission of data, it also allows the patient’s condition to be continually monitored by family members and healthcare professionals in real time.

Cellnovo is listed on Euronext, Compartment C
ISIN: FR0012633360 – Ticker: CLNV

Important Notice

This press release contains certain forward-looking statements. Although Cellnovo believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in such forward-looking statements.

For a discussion of risks factors which are likely to have a material effect on Cellnovo’s business, please refer to the Risk Factors section of Cellnovo’s Reference Document, which is available on the AMF website (www.amf-france.org) and on Cellnovo's website (www.Cellnovo.com).

This press release is for information purposes only and the information contained herein does not, and shall not, in any circumstances, constitute a public offering by Cellnovo nor an offer to sell or an invitation of an offer to buy or subscribe to shares in Cellnovo in any jurisdiction, including France, in connection with any offer.

The distribution of this press release may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this press release comes are required to inform themselves about and to observe any such potential local restrictions. This press release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in France. The securities referred to herein may not be and will not be offered or sold to the public in France.

This press release has been prepared on the basis that any offer of the new shares in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this press release may only do so in circumstances in which no obligation arises for Cellnovo or any of the financial intermediaries to publish a prospectus pursuant to Article 3 of the Prospectus Directive, as amended by the Amending Prospectus Directive (2010/73/UE) in relation to such offer. Neither Cellnovo nor the financial intermediaries have authorized, nor do they authorize, the making of any offer of the new shares in circumstances in which an obligation arises for Cellnovo or any of the financial intermediaries to publish prospectus for such offer. This press release is an advertisement and not a prospectus for the purposes of applicable measures implementing Directive 2003/71/EC.

This press release is not an offer of securities for sale in the United States or any other jurisdiction. Securities may not be sold or offered in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. Cellnovo does not intend to register any portion of this offering in the United States or to conduct a public offering of securities in the United States. Copies of this press release are not being, and should not be, distributed in or sent into the United States. It may be unlawful to distribute these materials in certain jurisdictions.

Société Générale and CIC are acting for the Company and for no-one else in relation to the placing, and will not be responsible to any other person for providing the protections afforded to their clients nor for providing advice in connection with the matters contained in this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Société Générale and CIC or by any of their affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

These materials are not for distribution in the United States, Canada, Japan or Australia. The information in these materials does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.

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