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July 08, 2016

Publication of prospectus, listing on Oslo Axess and subsequent offering

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT

Oslo, 8 July 2016: Reference is made to the stock exchange announcements by Targovax ASA (“Targovax” or the “Company”) regarding the contemplated listing of the shares in the Company on Oslo Axess, and the private placement and subsequent offering approved by the extraordinary general meeting of the Company on 6 July 2016.

Approval and availability of the Prospectus:

The Norwegian Financial Supervisory Authority (the “NFSA”) has approved the prospectus of the Company dated 7 July 2016 (the “Prospectus”), for the (i) listing of the shares in the Company on Oslo Axess; and (ii) the subsequent offering and listing of up to 2,666,667 new shares in the Company each with a par value of NOK 0.10 (the “Offer Shares”) (the “Subsequent Offering”).

The prospectus will be available on the following websites: www.targovax.com, www.dnb.no/emisjoner,www.abgsc.no and www.arctic.com. Hard copies of the Prospectus are available at the offices of Targovax ASA, Lilleakerveien 2 C, 0283 Oslo, Norway or may be obtained by contacting DNB Markets at +47 23 26 81 01, Arctic Securities at +47 21 01 30 40 or ABG Sundal Collier at +47 22 01 60 00.

The Subsequent Offering:

  • The Subsequent Offering consists of an offer by the Company to issue up to 2,666,667 Offer Shares, raising approximately NOK 20 million in gross proceeds to the Company if all Offer Shares are issued.
  • Eligible Shareholders, being shareholders of the Company as of 21 June 2016 (as registered in the VPS on 23 June 2016 pursuant to the two days’ settlement procedure in VPS (the Record Date)), other than shareholders who were part of the pre-sounding for, or were allocated shares in the private placement completed by the Company on 7 July 2016 (the Private Placement) and shareholders in jurisdictions other than Norway where an offer to participate in the Subsequent Offering is not allowed or would require approval or registration of a prospectus or similar measures, will be granted non-transferable subscription rights that, subject to applicable law, will give preferential right to subscribe for, and be allocated, Offer Shares at the Subscription Price (as defined below).
  • The Eligible Shareholders will be granted 0.42939 subscription rights for each existing share registered as held by such Eligible Shareholders as of the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price, subject to applicable securities laws. Oversubscription and subscription without subscription rights is permitted.
  • The Subscription Price in the Subsequent Offering is NOK 7.50 per Offer Share, being the same as the subscription price in the Private Placement.
  • The Subscription Period will commence on 11 July 2016 and end on 8 August 2016 at 16:30 hours (CET). Subscription Rights which are not exercised before 8 August 2016 at 16:30 hours (CET) will have no value and will lapse without compensation to the holder. Holders of subscription rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in the prospectus.

ABG Sundal Collier, Arctic Securities and DNB Markets, a part of DNB Bank ASA, are acting as Joint Global Coordinators and Bookrunners for the Private Placement and the Subsequent Offering.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Gunnar Gårdemyr, CEO

Phone: +46 73 083 77 79

Email: ggardemyr@targovax.com

Øystein Soug, CFO

Phone: +47 906 56 525

Email: oystein.soug@targovax.com

Source: www.targovax.com