OSLO, Norway, June 24, 2020 /PRNewswire/ -- Photocure ASA
("Photocure" or the "Company") has retained ABG Sundal Collier ASA
and DNB Markets, a part of DNB Bank ASA as Joint Bookrunners
(collectively referred to as the "Managers") to advise on and
effect a contemplated private placement directed towards Norwegian
and international investors, subject to and in compliance with
applicable exemptions from relevant prospectus or registration
requirements (the "Private Placement"). The Company is
contemplating to issue up to 2,500,000 new shares in the Company
(the "Offer Shares") corresponding to approximately 10% of the
current outstanding shares in the Company, of which 98,300 Offer
Shares will be issued and sold following exercise of fully vested
employee options.
The Company intends to use the net proceeds from the Private
Placement (i.e. net of transaction costs and employer's
contributions triggered by the option exercise) to i) create and
scale up a world-class marketing, sales, and distribution
infrastructure after transfer of the business previously owned and
managed by Ipsen; ii) finance growth and working capital, including
expansion in underserved countries and new geographies currently
not served by Photocure or Ipsen; iii) explore new product
opportunities / development, and new geographies for Hexvix/Cysview
to expand and secure its market position; and iv) general corporate
purposes.
In addition to the contemplated Private Placement, the Company
has agreed a three-year term loan with Nordea, secured under the
State Guarantee Scheme to further strengthen the financing of the
abovementioned use of proceeds.
As communicated in connection with the first quarter 2020
reporting, Photocure experienced near term temporary pressure on
revenue due to COVID-19 impact. The Company has seen a rebound over
recent weeks building comfort on the expectation of steady return
to growth in second half 2020. Photocure has implemented strict
cost control in line with the activity level in second quarter
2020. The 2023 group guidance remains firm on group revenue
ambitions in the range of NOK 1
billion with EBITDA margins of approximately 40%.
The subscription price and the number of Offer Shares to be
issued in the Private Placement will be determined by the board of
directors of the Company (the "Board") following an accelerated
bookbuilding process. The application period for the Private
Placement will commence on 24 June
2020 at 16:30 hours CEST and is expected to close on
25 June 2020 at 08:00 hours CEST. The
Company, after consultation with the Managers, reserves the right
to at any time and in its sole discretion resolve to close or to
extend the application period or to cancel the Private Placement in
its entirety without further notice. If the Application Period is
shortened or extended, any other dates referred to herein may be
amended accordingly.
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.
The allocation will be made at the sole discretion of the Board
after input from the Managers. Allocation will be based on criteria
such as (but not limited to), existing ownership in the Company,
timeliness of the application, price leadership, relative order
size, sector knowledge, investment history, perceived investor
quality and investment horizon. Primary insiders will be allocated
a number of Offer Shares needed to meet the required acquisition of
shares pursuant to the option program as set out below. The
Board may, at its sole discretion, reject and/or reduce any
applications. There is no guarantee that any applicant will be
allocated Offer Shares.
The Offer Shares will be issued based on a Board authorization
granted by the Company's annual general meeting held on
10 June 2020. The Managers are
expected to pre-fund the subscription price for the Offer Shares to
facilitate a swift registration of the share capital in the
Norwegian Register of Business Enterprises ("NRBE"). The Offer
Shares will be tradeable from the registration of the share capital
increase in the NRBE. Delivery of the Offer Shares will be on a
delivery versus payment basis to the investors.
The Company will announce the results of the Private Placement
in a stock exchange announcement expected to be published before
opening of markets tomorrow, 25 June
2020. Completion of the Private Placement is subject to
final approval by the Board.
The Board of Directors has considered the Private Placement in
light of the equal treatment obligations under the Norwegian
Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is
of the opinion that the proposed Private Placement is in compliance
with these requirements. 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 expects to be in a position to complete the
share issue in today's market conditions in an efficient manner. It
also gives the Company the possibility of raising equity with a
lower discount to the current trading price and with significantly
lower execution risks compared to a rights issue. In addition, the
Private Placement has been subject to a pre-sounding and is subject
to a publicly announced bookbuilding process. By this, a market
based subscription price will be achieved.
The Company, members of the board of directors and senior
management team will be subject to a customary lock-up for a period
of six months following issuance and listing of the Offer
Shares.
The option exercise in relation to the Private Placement refers
to the Company's stock exchange release on 31 December 2019, with the final number of shares
issued following the exercise being 98,300. The remaining of these
exercised options have been settled by the Company. Pursuant to the
terms of the employee option program, members of the Executive
Management are required to acquire a number of shares equivalent to
1/10 of the options exercised. The following primary insiders are
the option holders who participate in the of sale of Offer
Shares:
- Erik Dahl, CFO, selling 24,000
Offer Shares and subscribing for 2,400 Offer Shares;
- Grete Hogstad, VP Strategic
Marketing, selling 24,000 Offer Shares and subscribing for 2,400
Offer Shares;
- Gry Stensrud, VP Technical Development and Operation, selling
27,000 Offer Shares and subscribing for 2,700 Offer Shares;
- Espen Njåstein, Head Nordic Cancer Commercial Operations,
selling 23,300 Offer Shares and subscribing for 2,330 Offer
Shares;
Advokatfirmaet Selmer AS is acting as legal adviser to Photocure
ASA.
About Photocure ASA
Photocure, The Bladder Cancer Company, delivers transformative
solutions to improve the lives of bladder cancer patients. Our
unique technology, which makes cancer cells glow bright pink, has
led to better health outcomes for patients worldwide. Photocure is
headquartered in Oslo, Norway, and
listed on the Oslo Stock Exchange (OSE: PHO). The US headquarters
for Photocure Inc., are in Princeton, New
Jersey. For more information, please visit us at
www.photocure.com, www.hexvix.com or www.cysview.com
Important information
This announcement does not constitute or form a part of any offer
of securities for sale or a solicitation of an offer to purchase
securities of the Company in the United
States or any other jurisdiction. The distribution of this
announcement and other information may be restricted by law in
certain jurisdictions. Copies of this announcement are not being
made and may not be distributed or sent into any jurisdiction in
which such distribution would be unlawful or would require
registration or other measures. Persons into whose possession this
announcement or such other information should come are required to
inform themselves about and to observe any such restrictions.
The securities of the Company may not be offered or sold in
the United States absent
registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"). The
securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned
in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S.
Securities Act. No public offering of the securities will be made
in the United States.
In any EEA Member State, this communication is only addressed to
and is only directed at qualified investors in that Member State
within the meaning of the EU Prospectus Regulation, i.e., only to
investors who can receive the offer without an approved prospectus
in such EEA Member State. The expression "EU Prospectus Regulation"
means Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017 (together
with any applicable implementing measures in any Member State).
In the United Kingdom, this
communication is only addressed to and is only directed at
Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (ii)
are persons falling within Article 49(2)(a) to (d) of the Order
(high net worth companies, unincorporated associations, etc.) (all
such persons together being referred to as "Relevant Persons").
These materials are directed only at Relevant Persons and must not
be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. Persons distributing this
communication must satisfy themselves that it is lawful to do
so.
Any Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Offering.
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 Company's
shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Company's shares and
determining appropriate distribution channels.
Matters discussed in this announcement may constitute
forward-looking statements. Forward-looking statements are
statements that are not historical facts and may be identified by
words such as "anticipate", "believe", "continue", "estimate",
"expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are
based upon various assumptions, many of which are based, in turn,
upon further assumptions. Although the Company believes that these
assumptions were reasonable when made, these assumptions are
inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are
difficult or impossible to predict and are beyond its control. Such
risks, uncertainties, contingencies and other important factors
could cause actual events to differ materially from the
expectations expressed or implied in this release by such
forward-looking statements.
Actual events may differ significantly from any anticipated
development due to a number of factors, including without
limitation, changes in investment levels and need for the Company's
services, changes in the general economic, political and market
conditions in the markets in which the Company operate, the
Company's ability to attract, retain and motivate qualified
personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and
changes in laws and regulation and the potential impact of legal
proceedings and actions. Such risks, uncertainties, contingencies
and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this
release by such forward-looking statements. The Company does not
provide any guarantees that the assumptions underlying the
forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future
accuracy of the opinions expressed in this announcement or any
obligation to update or revise the statements in this announcement
to reflect subsequent events. You should not place undue reliance
on the forward-looking statements in this document. Current market
conditions are affected by the COVID-19 virus outbreak. The
development in both Photocure's operations as well as relevant
financial markets in general may affected by government measures to
mitigate the effect of the virus, reduction in activity,
unavailable financial markets and other. See OSE notification of
7 April 2020 for an in-depth analysis of risk and effects of
the COVID-19 situation.
The information, opinions and forward-looking statements
contained in this announcement speak only as at its date, and are
subject to change without notice. Each of the Company, the Managers
and their respective affiliates expressly disclaims any obligation
or undertaking to update, review or revise any statement contained
in this announcement whether as a result of new information, future
developments or otherwise.
This announcement is made by and, and is the responsibility of,
the Company. The Managers are acting exclusively for the Company
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 advice in relation to the contents of
this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates
makes any representation as to the accuracy or completeness of this
announcement and none of them accepts any responsibility for the
contents of this announcement or any matters referred to
herein.
This announcement is for information purposes only and is not to
be relied upon in substitution for the exercise of independent
judgment. It is not intended as investment advice and under no
circumstances is it to be used or considered as an offer to sell,
or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company.
Neither the Managers nor any of their respective affiliates accepts
any liability arising from the use of this announcement.
For further information, please contact:
Dan Schneider
President and CEO
Photocure ASA
Tel: + 1-609-759-6515
Email: ds@photocure.com
Erik Dahl
Chief Financial Officer
Tel: +47-450-55-000
Email: ed@photocure.no
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED
STATES OF AMERICA AND THE DISTRICT
OF COLUMBIA) (THE "UNITED
STATES"), AUSTRALIA,
CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
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