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4Oct200722045121 1Dec200517045043 4OCT200722045121 This prospectus (the ‘‘Prospectus’’) relates to the initial offering (the ‘‘Offering’’) to subscribe for up to A75 million of new common shares in Ablynx NV (the ‘‘Company’’ or ‘‘Ablynx’’), with VVPR strips (the ‘‘VVPR Strips’’). This amount of New Shares with VVPR Strips may be increased by up to 15 per cent, to an amount of A86.25 million (the ‘‘Increase Option’’, the new shares initially offered and the shares offered as a result of the possible exercise of the Increase Option jointly being referred to as the ‘‘New Shares’’). Any decision to exercise the Increase Option will be announced, at the latest, on the date the Offer Price is announced. JPMorgan and KBC Securities (the ‘‘Joint Global Coordinators’’) will be granted an over-allotment option by the Company (the ‘‘Over-allotment Option’’), exercisable as of the listing date (the ‘‘Listing Date’’) and until 30 days thereafter, corresponding to up to 15 per cent of the New Shares subscribed for in the Offering for the sole purpose of allowing the Joint Global Coordinators to cover over-allotments, if any. The existing shares covered by the Over-allotment Option (the ‘‘Additional Shares’’ and, together with the New Shares, the ‘‘Offered Shares’’) and the New Shares issued upon exercise of the Over-allotment Option, if any, will not have a separate VVPR Strip. The Offered Shares are offered to the public in Belgium (including to employees, consultants and independent directors of the Company in Belgium) and, pursuant to a private placement, to institutional investors, both within and outside Belgium and to employees, consultants and independent directors of the Company outside Belgium. There is currently no market for the Company’s shares. The Company has applied to have its shares admitted to trading on Eurolist by Euronext Brussels under the trading symbol ‘‘ABLX’’. The Company has applied to have the VVPR Strips admitted to trading on Eurolist by Euronext Brussels under the trading symbol ‘‘ABLXS’’. See ‘‘1 Risk Factors’’ beginning on page 1 for a discussion of certain risks that you should consider in connection with an investment in the Offered Shares. The Company has never been profitable, its research programs are at an early stage of development and it has never commercialized any products. Neither the Offered Shares nor the VVPR Strips have been and they will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), and they may not be offered or sold within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Offered Shares and VVPR Strips are being offered outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and within the United States to ‘‘qualified institutional buyers’’ (‘‘QIBs’’) as defined in, and in reliance on, Rule 144A of the Securities Act (‘‘Rule 144A’’). The Offered Shares and VVPR Strips are expected to be delivered through the book-entry facilities of Euroclear Belgium on or about 9 November, 2007. Joint Global Coordinators and Joint Bookrunners 1DEC200517045043 18JAN200516443359 Co-Managers 4OCT200722051306 3AUG200723141880 Selling agent 28NOV200602511125 Prospectus dated 12 October 2007 TABLE OF CONTENTS Page Summary ............................................................... ii The Offering ............................................................ v Summary Financial Information ............................................... x Summary Management’s Discussion And Analysis .................................. xii Summary Risk Factors ..................................................... xii Summary Additional Information .............................................. xiv 1. Risk factors .......................................................... 1 2. Disclaimers and notices ................................................. 9 3. Certain restrictions on the Offering and the distribution of this Prospectus ............ 10 4. General information and information concerning responsibility for the Prospectus and for auditing the accounts ................................................... 14 5. Information on the Offering .............................................. 17 6. Dividends and dividend policy ............................................. 25 7. Use of proceeds ....................................................... 26 8. Capitalization and indebtedness ........................................... 27 9. Dilution ............................................................ 28 10. Selected historical financial and operating data ................................ 32 11. Management’s discussion and analysis ....................................... 34 12. Business ............................................................ 42 13. Regulation ........................................................... 60 14. Management and governance ............................................. 62 15. Relationship with Significant Shareholders and related party transactions ............. 76 16. Description of share capital and corporate structure ............................. 78 17. Market information .................................................... 92 18. Taxation in Belgium .................................................... 94 19. Certain US federal income tax considerations ................................. 100 20. Underwriting agreement ................................................. 104 21. Transfer restrictions .................................................... 105 22. Validity of securities .................................................... 108 23. Index to financial statements under IFRS and Belgian GAAP ...................... 109 Financial statements under IFRS and Belgian GAAP ............................... F-1 1. Independent auditor’s report on the financial statements as per 31 December 2006, 2005 and 2004 under IFRS ................................................... F-1 2. Financial statements as per 31 December 2006, 2005 and 2004 under IFRS ............ F-2 3. Notes to the Financial Statements .......................................... F-6 4. Independent Auditor’s report on the condensed financial statements as per 30 June 2007 and 2006 under IFRS ................................................... F-31 5. Condensed Financial Statements as per 30 June 2007 and 2006 under IFRS ........... F-32 6. Notes to the condensed financial Statements .................................. F-36 7. Report of the statutory auditor on the statutory financial statements as per 31 December 2006, 2005 and 2004 and for the years then ended according to Belgian GAAP ......... F-42 8. Statutory financial statements as per 31 December 2006, 2005 and 2004 under Belgium GAAP.............................................................. F-46 Annex A—Ablynx’s patents .................................................. A-1 Annex B—Ablynx’s external collaborations ....................................... B-1 Glossary ................................................................ G-1 i SUMMARY The summary information contained in this section is only an introduction to this Prospectus. Any decision to invest in the Offered Shares pursuant to the Offering should be based on consideration of this Prospectus as a whole by the investor and not just this summary. Under the Prospectus Directive (Directive 2003/71/EEC), in each member state of the European Economic Area (‘‘EEA’’), civil liability for this summary, including any translation thereof, attaches to those persons responsible for the summary, but only if the summary is misleading, inaccurate or inconsistent when read together with other parts of this Prospectus. If any claim is brought before a court of an EEA state relating to the information contained in this Prospectus, the investor who brings such a claim might, under the national legislation of such EEA state, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Overview Ablynx is a biopharmaceutical company focused on the discovery and development of Nanobodies↧ (‘‘Nanobodies’’), a new class of novel therapeutic proteins that are derived from naturally occurring antibodies. Nanobodies are based on the smallest functional fragments of heavy chain antibodies, which occur naturally in the Camelidae family, including camels and llamas. These stable ‘‘heavy chain only’’ antibodies have not been found in any other mammals. The Company believes that Nanobody-based drug candidates will have a competitive advantage as they combine the benefits of conventional monoclonal antibodies (‘‘mAbs’’) with some of the well-known features of small molecule drugs. Ablynx can rapidly identify and produce high affinity Nanobodies against a wide range of biological targets. The Company believes that, coupled with their high affinities, the physical attributes of Nanobodies, including their small size, structural features, potential for extended half-life, high stability and ease of manufacture, make them attractive drug candidates with potential applications in major therapeutic areas, including cardiovascular disease, inflammation, oncology and neurology. The inherent stability of Nanobodies offers the opportunity for alternative delivery routes beyond injection, including oral, inhalation and transdermal,
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