OSLO, Norway, Oct. 22, 2019 /PRNewswire/ --
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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, announces the launch of a private placement of new
shares (the "Offer Shares") representing up to approximately 20% of
the outstanding share capital of the Company at this date (the
"Private Placement"). DNB Markets and Jefferies International
Limited are acting as Joint Global Coordinators and joint
bookrunners (the "Joint Global Coordinators"), and ABG Sundal
Collier ASA is acting as joint bookrunner (together with the Joint
Global Coordinators, the "Managers") in connection with the Private
Placement.
Nordic Nanovector intends to use the net proceeds from 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 subscription price and the number of shares to be issued in
the Private Placement will be determined through an accelerated
bookbuilding process. The bookbuilding period and the application
period for the Private Placement commence today at 16:30 hours CEST
and will close at 08:00 hours (CEST) on 18
October 2019 (the "Application Period"). The Company and the
Managers reserve the right to close or extend the Application
Period at any time and for any reason. If the Application Period is
shortened or extended, any other dates referred to herein may be
amended accordingly.
The Company's largest shareholder, HealthCap VI L.P., has
informed the Company that it will participate in the Private
Placement.
The minimum subscription and allocation amount in the Private
Placement will be the NOK equivalent of EUR
100,000, provided that the Company may, at its sole
discretion, allocate an amount below EUR
100,000 to the extent applicable exemptions from the
prospectus requirement pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary
regulations, are available. Allocation of the Offer Shares will be
determined at the end of the bookbuilding process, and the final
allocation will be made by the Company's Board of Directors (the
"Board") at its sole discretion, following advice from the
Managers.
The Offer Shares will be issued based on an authorisation
granted to the Company's Board at the Company's annual general
meeting on 25 April 2019 (the
"Authorisation").
The Board has considered alternative structures for the raising
of new equity. Following careful considerations, the Board is of
the view that it will be in the common interest of the Company and
its shareholders to raise equity through a private placement
setting aside the pre-emptive rights of the shareholders. By
structuring the transaction as a private placement, the Company
will be in a position to raise capital in an efficient manner, with
a lower discount to the current trading price and with
significantly lower risks compared to a rights issue. In addition,
the Private Placement is subject to marketing through a
pre-sounding and a publicly announced bookbuilding process. By
this, a market based subscription price will be achieved. The
Company will also consider whether or not to commence a repair
offering towards the existing shareholders who did not participate
in the Private Placement.
The Private Placement will be directed towards Norwegian and
international investors, in each case subject to and in compliance
with applicable exemptions from relevant prospectus or registration
requirements. Notification of allotment and payment instructions is
expected to be issued to the applicants on or about 18 October 2019 through a notification to be
issued by the Managers.
The Private Placement is divided into two tranches:
- A number of Offer Shares corresponding to approximately 10% of
the Company's share capital 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., in order to facilitate delivery of listed shares to
investors on a delivery versus payment basis (the "Tranche 1 Offer
Shares"). The Tranche 1 Offer Shares will be tradable from
allocation. The Managers will settle the share loan with a
corresponding number of new shares in the Company to be issued by
the Board pursuant to the Authorisation, on or about 24 October 2019.
- The Managers are expected to pre-fund the subscription price
for the rest of the Offer Shares (the "Tranche 2 Offer Shares") to
facilitate a swift registration of the share capital increase in
the Norwegian Register of Business Enterprises (the "NRBE"). The
Tranche 2 Offer Shares will be tradable from registration of the
share capital increase in the NBRE, expected to be on or about
22 October 2019. Delivery of the
Tranche 2 Offer Shares will be on a delivery versus payment basis
to the investors. The Tranche 2 Offer Shares will be issued by the
Board pursuant to the Authorisation.
The Company has agreed with the Managers to a lock-up on future
share issuances for a period of 180 days from the closing date,
subject to customary exceptions. The Company's Board and Executive
Management have all agreed with the Managers to a lock-up on
existing shareholdings for a period of 180 days from the closing
date, subject to customary exceptions. In addition, the Company's
largest shareholder, HealthCap VI L.P. has agreed with the Managers
to a lock-up for a period of 90 days from the closing date, subject
to customary exceptions.
The Company will announce the final number of Offer Shares
placed and the final subscription price in the Private Placement in
a stock exchange announcement expected to be published before
opening of trading on the Oslo Stock Exchange tomorrow,
18 October 2019. Completion of the
Private Placement is subject to final approval by the Company's
Board.
Company update
The pivotal PARADIGME trial investigating Betalutin® in
relapsed/refractory non-Hodgkin's lymphoma is now recruiting
patients at 85 sites in 24 countries. Despite a slower than
expected start, PARADIGME is now recruiting in line with the
company's expectations and in line with previous clinical trials in
similar patient populations; with 32 patients enrolled to-date, the
company aims to complete recruitment of the targeted 130 patients
in H2 2020.
The company, working with the trial Contract Research
Organisation (CRO), has initiated a suite of actions to meet this
enrolment target. Specific actions include applying key learnings
from high-recruiting sites, increased visits by senior management,
other site engagement programmes and intensified efforts to raise
the profile of PARADIGME and Betalutin® with key opinion leaders,
referrers and influencers.
Nordic Nanovector believes that these initiatives position
PARADIGME strongly to reach its key enrolment milestone of 130
patients in H2 2020.
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
Section 5-12 of the Norwegian 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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