Almirall Announces the Launch of a €200mm Non Pre-Emptive Share Capital Increase

Almirall S.A. (ALM) (the “Company”), a global biopharmaceutical company focused on skin health, today announced the launch of a non pre- emptive share capital increase (the “Capital Increase”) for a total aggregate amount (including nominal value and share issue premium) of approximately EUR 200,000,000 by issuing new ordinary shares of the Company belonging to the same class and series as the outstanding shares (the “New Shares”) in consideration for cash contributions. The Capital Increase has been approved by the Board of Directors of the Company pursuant to the authorisation granted by the Company’s shareholders at the Annual General Meeting held on 5 May 2023. J.P. Morgan and BNP PARIBAS are acting as Joint Global Coordinators and Joint Bookrunners.

The Capital Increase will be carried out according to the placement agreement executed by the Company and the Joint Global Coordinators and Joint Bookrunners (the “Placement Agreement”) through a private placement by means of an accelerated book-building offering that will last a maximum of 24 hours and will be exclusively directed to qualified investors (the “ABB Process”).

Books will be open from now and are expected to close no later than 08:00 a.m. (C.E.S.T.) on 13 June 2023, when final results of the ABB Process will be published to the market.

The Gallardo family, holding indirectly approximately 59.66% of the share capital of the Company, has undertaken to participate in the capital Increase via Grupo Plafín, S.A.U. (“Grupo Plafín”) (a 100% subsidiary of its holding company Grupo Corporativo Landon, S.L.) on a pro rata basis to its current shareholding in the Company at the price derived from the accelerated book-building exercise and the Company has undertaken to allocate an aggregate number of New Shares to Grupo Plafín representing such shareholding percentage. Furthermore, Grupo Plafín may place an order to subscribe additional New Shares, which will not be subject to the guaranteed allocation referred to above.

Both the issue price and the final number of New Shares will be determined once the ABB Process has been completed and will be communicated separately. The Company intends to use the net proceeds of the Capital Increase to retain financial flexibility and agility to actively pursue and swiftly execute inorganic growth opportunities (including bolt-on acquisitions and in-licensing opportunities) that are currently under analysis.

The Company, Grupo Plafín and Grupo Corporativo Landon, S.L. will be subject to a lock-up undertaking of 180 days from the closing of the Capital Increase, subject to market standard exceptions.

The offering procedure will be conducted on the terms indicated below:

• Following the publication of this press release, J.P. Morgan and BNP PARIBAS, acting as Joint Global Coordinators and Joint Bookrunners, will begin the ABB Process with the purpose of receiving indications of interest from qualified investors to whom the offer of New Shares is addressed to. It is expected that the ABB Process will be completed on 13 June 2023 no later than 8:00 a.m. (C.E.S.T.), although it could be extended by agreement between the Joint Global Coordinators and Joint Bookrunners and the Company as they deem appropriate.
  
  
• Upon completion of the ABB Process, the final issue price per New Share and the number of the New Shares that will be issued will be determined based on the results of the ABB Process, and the Company will inform the market of the results of the Capital Increase by means of the publication of an inside information announcement. Subsequently, the subscription proposals submitted by investors will be selected and confirmed, following which the New Shares will be definitely allocated among the relevant investors.
  
  
• Once the New Shares are allocated, they will be subscribed and fully paid-up, initially and temporarily by BNP PARIBAS, acting on behalf of the Joint Global Coordinators and Joint Bookrunners who, in turn, are acting on behalf of the final investors (except for Grupo Plafín, who will subscribe and pay in full the New Shares allocated to it). Afterwards the public deed of the Capital Increase will be granted and registered with the Commercial Registry of Barcelona, the New Shares will be registered with the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (Iberclear) (“Iberclear”) and the Company will apply for the Spanish Securities Market Commission (“CNMV”) to verify the satisfaction of the requirements for the admission to listing of the New Shares and for the Spanish Stock Exchanges of Madrid, Barcelona, Bilbao and Valencia (the “Spanish Stock Exchanges”) to approve such admission. The New Shares are expected to be admitted to trading on the Spanish Stock Exchanges on 13 June 2023, and to start trading on 14 June 2023, once the above steps have been completed. The New Shares will grant their holders the same rights as those granted to the holders of the outstanding shares of the Company and will be registered in the book-entry records maintained by Iberclear.
  
  For the avoidance of doubt, neither the offering nor the admission of the New Shares to listing require the registration and approval of a prospectus by the CNMV pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).
  
  
• Once the New Shares have been registered by Iberclear, the requirements for the admission to trading have been verified by the CNMV and the New Shares have been admitted to trading by the Spanish Stock Exchanges, the New Shares initially subscribed by BNP PARIBAS will be transferred to the relevant investors through the corresponding Stock exchange transactions, which will be settled in accordance with the procedures established by Iberclear for this type of transactions. The settlement of such Stock exchange transactions is expected to take place on or around 15 June 2023.
  
  
• The New Shares will only be offered to qualified investors, that is: (i) in any Member State of the European Economic Area, as provided for in article 2(e) of the Prospectus Regulation; and (ii) in other countries outside the European Union where the placement is carried out, to those who hold the status of qualified investors or equivalent category in accordance with the applicable regulations in each jurisdiction and taking into account the remaining requirements to exclude the registration or approval of the Capital Increase by the competent authorities. The New Shares will be offered exclusively (i) in the United States to qualified investors (“qualified institutional buyers”) (within the meaning of and pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or pursuant to another exemption from the registration requirements of, or in transactions not subject to, the Securities Act and (ii) outside the United States, through “offshore transactions”, as defined in, and in reliance on, Regulation S of the Securities Act.

About Almirall

Almirall is a global biopharmaceutical company focused on skin health. We collaborate with scientists and healthcare professionals to address patients’ needs through science to improve their lives. Our Noble Purpose is at the core of our work: "Transform the patients' world by helping them realize their hopes and dreams for a healthy life". We invest in differentiated and ground- breaking medical dermatology products to bring our innovative solutions to patients’ needs.

The Company, founded in 1943 and headquartered in Barcelona, is publicly traded on the Spanish Stock Exchange (ticker: ALM). Throughout its 79-year history, Almirall has retained a strong focus on the needs of patients. Almirall has a direct presence in 21 countries and strategic agreements in over 70, with about 1,800 employees. Total revenues in 2022 were 878.5 million euros.

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