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.
OSLO, Norway, June 25, 2020 /PRNewswire/ -- Reference is made
to the stock exchange notice earlier today where Photocure ASA
("Photocure" or the "Company") announced the launch of a private
placement of new shares ("Offer Shares") in the Company (the
"Private Placement"). The Company is pleased to announce that it
has allocated 2,500,000 shares at a subscription price of
NOK 76 per share, raising gross
proceeds of NOK 190 million.
The subscription price was determined through an accelerated
bookbuilding process after close of trading on 24 June 2020. The Private Placement attracted
very strong interest from existing shareholders, as well as from
new high quality institutional investors. The Private Placement was
multiple times oversubscribed.
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.
The share capital increase of the Private Placement was resolved
by the Board of Directors of the Company (the "Board") on
24 June 2020 pursuant to an
authorization granted by the Company's general meeting held
10 June 2020. 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 on 25 June
2020.
The Offer Shares is expected to be pre-funded by the Managers to
facilitate a swift registration of the share capital increase in
the Norwegian Register of Business Enterprises (the "NRBE") and
delivery of the Offer Shares on a delivery versus payment basis to
the subscribers on or about 29 June
2020. The first day of trading is expected to be on or about
26 June 2020, but not prior to the
share capital being registered in the NRBE, or prior to
announcement by the Company. Following registration of the new
share capital pertaining to the Private Placement, the Company will
have a share capital of NOK
13,305,010.00 divided into 26,610,020 shares, each with a
par value of NOK 0.50.
Radiumhospitalets Forskningsstiftelse, represented at the board
by Anders Tuv, has been allocated
26,300 new shares and will hold 679,619 shares in the Company,
corresponding to ~2.55% of the total outstanding shares following
the Private Placement.
The following primary insiders participated in the Private
Placement:
- Erik Dahl, CFO, has subscribed
for 2,400 new shares and sold 24,000 new shares pursuant to the
terms of the employee share option program. Following completion of
the Private Placement, Erik Dahl
holds, directly or indirectly, 13,033 shares in the Company.
- Grete Hogstad, VP Strategic
Marketing, has subscribed for 2,400 new shares and sold 24,000 new
shares pursuant to the terms of the employee share option program.
Following completion of the Private Placement, Grete Hogstad holds, directly or indirectly,
21,844 shares in the Company.
- Gry Stensrud, VP Technical Development and Operation, has
subscribed for 2,700 new shares and sold 27,000 new shares pursuant
to the terms of the employee share option program. Following
completion of the Private Placement, Gry Stensrud holds, directly
or indirectly, 9,889 shares in the Company.
- Espen Njåstein, former Head Nordic Cancer Commercial
Operations, has subscribed for 2,330 new shares and sold 23,300 new
shares pursuant to the terms of the employee share option program.
Following completion of the Private Placement, Espen Njåstein
holds, directly or indirectly, 13,399 shares in the Company.
ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA
acted as Joint Bookrunners (collectively referred to as the
"Managers") in the Private Placement. 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
Media and IR enquiries:
Geir Bjørlo
Corporate Communications (Norway)
Tel: +47 91540000
Email: geir.bjorlo@corpcom.no
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/photocure/r/photocure-asa---private-placement-successfully-placed,c3141355
The following files are available for download:
https://mb.cision.com/Main/17498/3141355/1269368.pdf
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