Nordic Nanovector ASA – Private placement of new shares successfully placed
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Nordic Nanovector ASA – Private placement of new shares successfully placed
Reference is made to the stock exchange announcement by Nordic Nanovector ASA (OSE: NANOV) (“Nordic Nanovector” or the “Company”), a clinical-stage biotech company focused on CD37-targeted therapies for haematological cancers and immune diseases, on 19 January 2022 regarding the contemplated private placement of new shares (the “Offer Shares”) of approximately NOK 250 million (the “Private Placement”). The Company hereby announces that it has allocated 17,857,143 new shares in the Private Placement at a subscription price of NOK 14 per share, raising gross proceeds of NOK 250 million. ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as joint bookrunners (the “Joint Bookrunners”) in connection with the Private Placement.
The net proceeds of the Private Placement will be used for the following purposes:
- Preparation of activities required for the regulatory filing of Betalutin® and pre-approval inspections
- Continue the preparatory activities for the confirmatory Phase 3 trial including production of clinical material and preparation for market launch
- General corporate purposes
The proceeds from the Private Placement are expected to ensure financing past the Company’s value inflection point targeted for H2’2022 (preliminary 3-month data readout from PARADIGME) and for at least an additional three months into 2023 to enable the Company to maximize shareholder value from the PARADIGME clinical trial.
The Private Placement and the issuance of the Offer Shares was resolved by the Company’s Board of Directors (the “Board”) at a Board meeting held on 19 January 2022, based on the authorisation granted to the Board at the Company’s Annual General Meeting on 28 April 2021.
Notification of allotment of the Offer Shares including settlement instructions will be sent to the applicants through a notification from the Joint Bookrunners on 20 January 2022.
The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction. The Offer Shares will be tradable from registration of the share capital increase in the Norwegian Register of Business Enterprises (the “NRBE”), expected to be on or about 21 January 2022. The Joint Bookrunners are expected to pre-fund the Offer Shares to facilitate a swift registration of the share capital increase in the NRBE.
Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of NOK 23,187,104.60 divided into 115,935,523 shares, each with a par value of NOK 0.20.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rules of equal treatment. Completion of the Private Placement implies a deviation from the existing shareholders’ pre-emptive rights to subscribe for and be allocated new shares. The Board has carefully considered such deviation and has resolved that the Private Placement is in the best interests of the Company and its shareholders. In reaching this conclusion, the Board has among other things considered the availability of capital markets financing in a timely manner together with the necessity for the Company to realize its communicated targets in line with its approved strategy, taking into account that the Offer Price is based on the investor interest obtained following a pre-sounding of the Private Placement with wall-crossed investors and a publicly announced accelerated book-building process.
The Board will consider carrying out a subsequent share offering of up to 3,571,429 new shares at the same subscription price as the Offer Shares towards shareholders in the Company as of 19 January 2022, as registered in the VPS on 21 January 2022, who were not allocated Offer 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 (the “Subsequent Offering”). Any Subsequent Offering will be subject to (i) the prevailing market price of the Company’s shares, (ii) relevant corporate resolutions being passed by the Company, including the approval by the general meeting of the Company and (iii) the approval of a prospectus by the Norwegian Financial Supervisory Authority. If the Board resolves to carry out a Subsequent Offering a general meeting to resolve an authorisation for the Board to implement a subsequent share offering on the terms and conditions set out above, is expected to be held on or about 14 February 2022.
The following persons discharging managerial responsibilities (“Primary Insiders”) and close associates were allocated New Shares in the Private Placement:
- Jan Egberts, Chairman of the Board, was allocated 3,571 Offer Shares.
- Karin Meyer, Board member, was allocated 715 Offer Shares.
- Solveig Hellebust, Board member, was allocated 1,786 Offer Shares.
- Erik Skullerud, Chief Executive Officer, was allocated 3,571 Offer Shares.
- Malene Brondberg, Chief Financial Officer, was allocated 3,571 Offer Shares.
- Sandra Jonsson, Chief Operational Officer, was allocated 3,571 Offer Shares.
A stock exchange release on transactions carried out by Primary Insiders and close associates in accordance with the market abuse regulation will be published separately.
The Company’s latest company update presentation is available at www.nordicnanovector.com in the section: Investors & Media/Reports and Presentation.
Advokatfirmaet Selmer AS is acting as legal advisor to the Company in connection with the Private Placement and Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Bookrunners in connection with the Private Placement.
For further information, please contact:
Malene Brondberg, CFO
Cell: +44 7561 431 762
Mark Swallow/Frazer Hall/David Dible (MEDiSTRAVA Consulting)
Tel: +44 207 638 9571
About Nordic Nanovector
Nordic Nanovector is committed to develop and deliver innovative therapies to patients to address major unmet medical needs. The Company aspires to become a leader in the development of CD37-targeted therapies for haematological cancers and immune diseases. 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 26 billion by 2028. Nordic Nanovector retains global marketing rights to Betalutin® and intends to actively participate in the commercialisation of Betalutin® in the US and other major markets.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. 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 referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement 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”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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.
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 “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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.
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.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither of the Joint Bookrunners in the Private Placement 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 in the Company. Neither the Joint Bookrunners in the Private Placement nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Malene Brondberg, chief financial officer at Nordic Nanovector ASA on 19 January 2022 at the CET time stated in this announcement on behalf of the Company.
Source: Nordic Nanovector