Not for release, publication or distribution, directly or indirectly, in the United States of America, Canada, Japan or Australia
Oslo, Norway, 25 January 2019
Reference is made to the stock exchange release from 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, published on 24 January 2019 regarding the contemplated private placement of new shares in the Company.
The Company announces today that it has raised approximately NOK 222 million (USD 26 million) in gross proceeds through a private placement of 4,943,094 new shares (the “Private Placement”). The Private Placement was completed at a subscription price of NOK 45 per share, which was determined through an accelerated book-building process.
DNB Markets and Jefferies International Limited acted as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”), and Kempen & Co N.V. acted as Joint Bookrunner (together with the Joint Global Coordinators, the “Joint Bookrunners”) in connection with the Private Placement. The Private Placement, which was oversubscribed, attracted strong interest from both existing shareholders and new institutional investors, Norwegian as well as international.
Nordic Nanovector intends to use the net proceeds of the Private Placement for the following purposes:
- Manufacturing development activities (including Process Validation studies) for Betalutin®
- A scale-up of the Company’s clinical and commercial activities in preparation for a commercial launch of Betalutin®
- General corporate purposes
The Private Placement and the issuance of the new shares was resolved by the Company’s Board of Directors (the “Board”) at a board meeting held on 25 January 2019, based on the authorisation granted to the Board at the Company’s annual general meeting on 30 May 2018.
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 Joint Bookrunners. Settlement of the new shares towards investors will be made on a delivery versus payment basis on 29 January 2019 (T+2 settlement), by delivery of 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 Joint Bookrunners), the Company and HealthCap VI L.P. The new shares delivered to the subscribers will thus be tradable from allocation. The shares borrowed for settlement of the Private Placement will be redelivered to HealthCap VI L.P. in the form of new shares in the Company.
Following registration of the new share capital pertaining to the Private Placement in the Norwegian Register of Business Enterprises, which is expected to take place on or about 31 January 2019, the Company will have an issued share capital of NOK 10,874,807.80, divided into 54,374,039 shares, each with a par value of NOK 0.20.
The Company’s Board of Directors has, subject to an approval from the Company’s general meeting, resolved to carry out a repair offering of up to 777,777 new shares (the “Repair Offering”), raising gross proceeds of approximately NOK 35 million (USD 4 million). Shareholders in the Company as of 24 January 2019, as registered in the VPS on 28 January 2019 (the “Record Date”), 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, will receive subscription rights in the Repair Offering based on their shareholding as of the Record Date. The subscription rights will not be listed or tradable. The subscription price in the Repair Offering will be the same as in the Private Placement, i.e. NOK 45 per share. Launch of the Repair Offering is conditional upon (i) approval by the Company’s extraordinary general meeting, which is expected to be held on or about 18 February 2019 (the “EGM”) and (ii) the publication of a prospectus approved by the Norwegian Financial Supervisory Authority. The subscription period in the Repair Offering is expected to commence shortly after the EGM and the publication of the prospectus, which will cover the offering and listing of the shares in the Repair Offering.
The following primary insiders were allocated shares in the Private Placement:
HealthCap VI L.P., a shareholder to whom one of the members of the Company’s board of directors is associated, was allocated 265,000 shares in the Private Placement, subject to completion of the Private Placement, it will hold a total of 5,710,833 Shares, corresponding to 10.5% of the issued share capital after completion of the Private Placement.
Eduardo Bravo, CEO of the Company, was allocated 21,674 shares in the Private Placement, subject to completion of the Private Placement he will hold a total of 25,874 Shares, corresponding to 0.0% of the issued share capital after completion of the Private Placement. Eduardo Bravo also holds 250,000 PSUs and has a right to be granted a further 50,000 PSUs as part of the Company’s annual grant of PSUs in the first quarter of 2019.
Tone Kvåle, CFO of the Company, and related parties of Tone Kvåle were allocated 6,667 shares in the Private Placement, subject to completion of the Private Placement she will, together with related parties, hold a total of 186,275 Shares, corresponding to 0.3% of the issued share capital after completion of the Private Placement. Tone Kvåle also holds 20,000 PSUs and 315 000 options.
Malene Brondberg, VP Investor Relations and Corporate Communications of the Company, was allocated 5,555 shares in the Private Placement, subject to completion of the Private Placement she will hold a total of 5,555 Shares, corresponding to 0.0% of the issued share capital after completion of the Private Placement. Malene Brondberg also holds 20,000 PSUs.
The Company’s latest investor presentation is available at: http://www.nordicnanovector.com/investors-and-media/reports-and-presentations/presentations
For further information, please contact:
Eduardo Bravo, CEO
Cell: +34 609 481 091
Malene Brondberg, VP Investor Relations and Corporate Communications
Cell: +44 7561 431 762
International Media Enquiries
Mark Swallow/David Dible (Citigate Dewe Rogerson)
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 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 Sections 4-2 and 5-12 of the Securities Trading Act.
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 prior to registration, 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 Directive 2003/71/EC (together with the 2010 PD Amending Directive 2010/73/EU, including any applicable implementing measures in any Member State, the “Prospectus Directive”) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
The information contained in this document does not purport to be comprehensive. None of the Joint Bookrunners, 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 Joint Bookrunners disclaim any responsibility for any acts or omissions of the Company, any of the Directors, HealthCap VI L.P. or any other person in connection with the Private Placement.
The Joint Bookrunners 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 Joint Bookrunners 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.
Source: Nordic Nanovector