OSLO, Norway, Oct. 18, 2019 /PRNewswire/ -- Reference is made
to the stock exchange release from Nordic Nanovector ASA (OSE:
NANO) ("Nordic Nanovector" or the "Company"), a biopharmaceutical
company dedicated to extending and improving the lives of patients
with haematological cancers through the development and
commercialisation of innovative targeted therapeutics, published on
17 October 2019 regarding the
contemplated private placement of new shares in the Company.
The Company announces today that it has raised NOK 242,525,624 (equivalent to approximately
USD 26.4 million) in gross proceeds
through a private placement (the "Private Placement") of 11,023,892
new shares (the "New Shares"). The Private Placement was completed
at a subscription price of NOK 22.00
per share, which was determined through an accelerated
book-building process.
DNB Markets and Jefferies International Limited acted as joint
global coordinators and joint bookrunners (the "Joint Global
Coordinators"), and ABG Sundal Collier ASA acted as joint
bookrunner (together with the Joint Global Coordinators, the
"Managers") in connection with the Private Placement. The Private
Placement, which was oversubscribed, attracted strong interest from
both existing shareholders and new institutional investors,
Norwegian as well as international.
Nordic Nanovector intends to use the net proceeds of the Private
Placement for the following
purposes:
- Continued clinical development, (including completion of
enrolment of the PARADIGME study), and commercial preparation of
Betalutin®
- Manufacturing development activities for Biological License
Application (BLA)
readiness
- General corporate purposes.
The Private Placement and the issuance of the new shares was
resolved by the Company's Board of Directors (the "Board") at a
Board meeting held on 18 October
2019, based on the authorisation granted to the Board at the
Company's annual general meeting on 25 April
2019 (the "Authorisation").
Notification of allotment of the new shares in the Private
Placement and payment instructions will be sent to the applicants
through a notification from the Managers. The Private Placement has
been divided into the following two tranches:
- 5,511,946 New Shares will be settled with existing and
unencumbered shares in the Company that are already listed on the
Oslo Stock Exchange, pursuant to a share lending agreement between
DNB Markets (on behalf of the Managers), the Company and HealthCap
VI L.P (the "Tranche 1 Shares"). The Tranche 1 Shares will be
delivered to the subscribers, by way of the borrowed shares on a
delivery versus payment basis on 22 October
2019. The Tranche 1 Shares delivered to the subscribers will
be tradable from allocation. The Managers will settle the share
loan on or about 24 October 2019 with
a corresponding number of new shares in the Company the Board has
resolved to issue pursuant to the Authorisation.
- 5,511,946 New Shares will be pre-funded by the Managers (the
"Tranche 2 Shares") to facilitate a swift registration of the share
capital increase in the Norwegian Register of Business Enterprises
(the "NRBE") and delivery of the Tranche 2 Shares on a delivery
versus payment basis to the subscribers on or about 24 October 2019. The Board has resolved to issue
the Tranche 2 Shares pursuant to the abovementioned Authorisation,
and the Tranche 2 Shares will be tradeable on the Oslo Stock
Exchange after the share capital increase pertaining to the Tranche
2 Shares has been registered in the NRBE on or about 22 October 2019.
Following registration of the new share capital pertaining to
the Private Placement (including both the Tranche 1 Shares and the
Tranche 2 Shares) in the NRBE, the Company will have an issued
share capital of NOK 13,228,672.60,
divided into 66,143,363 shares, each with a par value of
NOK 0.20. The share capital increase
pertaining to the Tranche 1 Shares is expected to be registered on
or about 24 October 2019. The share
capital increase pertaining to the Tranche 2 Shares is expected to
be registered on or about 22 October
2019.
The Board will consider carrying out a repair offering of up to
2,204,778 new shares at a subscription price of NOK 22.00 per share towards shareholders in the
Company as of 17 October 2019, as
registered in the VPS on 21 October
2019, who were not allocated New Shares in the Private
Placement and who are not resident in a jurisdiction where such
offering would be unlawful, or would (in jurisdictions other than
Norway) require any prospectus
filing, registration or similar action. If the Board resolves to
carry out a repair offering, the Company will call for an
extraordinary general meeting to approve such repair offering.
There can be no assurance that an extraordinary general meeting of
the Company will resolve a repair offering.
The following primary insiders were allocated shares in the
Private Placement:
HealthCap VI L.P., a shareholder to whom one of the members of
the Company's board of directors is associated, was allocated
454,545 shares in the Private Placement. Subject to completion of
the Private Placement, it will hold a total of 6,165,378 shares,
corresponding to 9.32 % of the issued share capital after
completion of the Private Placement.
Eduardo Bravo, CEO of the
Company, was allocated 46,313 shares in the Private Placement.
Subject to completion of the Private Placement he will hold a total
of 72,187 shares, corresponding to 0.11 % of the issued share
capital after completion of the Private Placement. Eduardo Bravo also holds 300,000 PSUs.
The Company's latest investor presentation is available at
www.nordicnanovector.com in the section: Investors &
Media/Reports and Presentation/2019.
About Nordic Nanovector
Nordic Nanovector is committed to develop and deliver innovative
therapies to patients to address major unmet medical needs and
advance cancer care. The Company aspires to become a leader in the
development of targeted therapies for haematological cancers.
Nordic Nanovector's lead clinical-stage candidate is Betalutin®, a
novel CD37-targeting antibody-radionuclide-conjugate designed to
advance the treatment of non-Hodgkin's lymphoma (NHL). NHL is an
indication with substantial unmet medical need, representing a
growing market forecast to be worth nearly USD 29 billion by 2026. Nordic Nanovector intends
to retain marketing rights and to actively participate in the
commercialisation of Betalutin® in core markets. Further
information can be found at www.nordicnanovector.com
This information is subject to a duty of disclosure pursuant to
Sections 4-2, 4-3 and 5-12 of the Securities Trading Act.
Important Notices
This document is not an offer to sell or a solicitation of
offers to purchase or subscribe for shares. Copies of this document
may not be sent to jurisdictions, or distributed in or sent from
jurisdictions, in which this is barred or prohibited by law. The
information contained herein shall not constitute an offer to sell
or the solicitation of an offer to buy, in any jurisdiction in
which such offer or solicitation would be unlawful absent
registration, or an exemption from registration or qualification
under the securities laws of any jurisdiction.
This document is not for publication or distribution in
the United States of America,
Canada, Australia or Japan and it does not constitute an offer or
invitation to subscribe for or purchase any securities in such
countries or in any other jurisdiction. In particular, the document
and the information contained herein should not be distributed or
otherwise transmitted into the United
States of America or to U.S. persons (as defined in the U.S.
Securities Act of 1933, as amended (the "Securities Act")) or to
publications with a general circulation in the United States of America. This document is
not an offer for sale of securities in the United States of America. The securities
referred to herein have not been and will not be registered under
the Securities Act, or the laws of any state, and may not be
offered or sold in the United States of
America absent registration under or an exemption from
registration under the Securities Act. Nordic Nanovector does not
intend to register any part of the Private Placement in
the United States of America.
There will be no public offering of the securities in
the United States of America. Any
public offering in the United States of
America would be made by means of a prospectus containing
detailed information about the company and management, as well as
financial statements.
The information contained herein does not constitute an offer of
securities to the public in the United
Kingdom. No prospectus offering securities to the public
will be published in the United
Kingdom. This document is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or (ii) to investment
professionals falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth entities, and other persons to
whom it may lawfully be communicated, falling within article
49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). The securities are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in
only with, relevant persons.
Any person who is not a relevant person should not act or rely
on this document or any of its contents. Any offer of securities to
the public that may be deemed to be made pursuant to this
communication in any member state of the European Economic Area
(each an "EEA Member State") that has implemented Regulation
2017/1129 (the "Prospectus Regulation") is only addressed to
qualified investors in that Member State within the meaning of the
Prospectus Regulation.
The information contained in this document does not purport to
be comprehensive. None of the Managers, any of their respective
subsidiary undertakings or affiliates, or their respective
directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for (whether in contract,
tort or otherwise) or makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of the
information in this document (or whether any information has been
omitted from the document) or any other information relating to the
Company, its subsidiaries, affiliates or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of this document or its contents or otherwise
arising in connection therewith. The Managers disclaim any
responsibility for any acts or omissions of the Company, any of the
Directors or any other person in connection with the Private
Placement.
The Managers are acting for the Company in connection with the
Private Placement and no one else and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
relation to the Private Placement or any transaction or arrangement
referred to in this press release.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the securities described in this press release have been subject to
a product approval process, which has determined that such
securities are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the securities may
decline and investors could lose all or part of their investment;
the securities offer no guaranteed income and no capital
protection; and an investment in the securities is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Transaction. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, the Managers will only approach
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the securities. Each
distributor is responsible for undertaking its own target market
assessment in respect of the securities and determining appropriate
distribution channels.
This publication may contain specific forward-looking
statements, e.g. statements including terms like "believe",
"assume", "expect", "forecast", "project", "may", "could", "might",
"will" or similar expressions. Such forward -looking statements are
subject to known and unknown risks, uncertainties and other factors
which may result in a substantial divergence between the actual
results, financial situation, development or performance of Nordic
Nanovector and those explicitly or implicitly presumed in these
statements. Against the background of these uncertainties, readers
should not rely on forward-looking statements. Nordic Nanovector
assumes no responsibility to update forward -looking statements or
to adapt them to future events or developments.
For further information, please contact:
Eduardo Bravo, CEO
Cell: +34-609-481-091
Email: ebravo@nordicnanovector.com
Malene Brondberg,
VP Investor Relations and Corporate Communications
Cell: +44-7561-431-762
Email: ir@nordicnanovector.com
International Media Enquiries
Mark Swallow/David Dible (Citigate Dewe Rogerson)
Tel: +44-207-638-9571
Email: nordicnanovector@citigatedewerogerson.com
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