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Oslo, 22 January 2020: Reference is made to the stock exchange announcement by Targovax ASA (OSE:TRVX) (“Targovax” or the “Company”), a clinical stage biotechnology company developing immune activators to target hard-to-treat solid tumors, earlier today regarding a contemplated private placement of new shares in the Company (the “Private Placement”).
The Company is pleased to announce that the Private Placement has been successfully completed, raising gross proceeds of approximately NOK 101 million (USD 11.2 million) through the allocation of 12,627,684 new shares (the “New Shares”) at a subscription price of NOK 8.00 per share (the “Subscription Price”). The Private Placement took place through an accelerated bookbuilding process after close of market on 22 January 2020.
DNB Markets, a part of DNB Bank ASA, Carnegie AS and Roth Capital Partners, LLC acted as joint bookrunners (the “Managers”) in connection with the Private Placement. The Private Placement attracted strong interest from existing shareholders and new institutional investors, both in Norway, Sweden, UK and the US and the book was covered multiple times.
The Company intends to use the net proceeds from the Private Placement to finance its ongoing clinical development in mesothelioma, melanoma and peritoneal cancer and extend cash runway through 2020, as well as for manufacturing development activities and 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 22 January 2020, based on the authorization granted at the Company’s annual general meeting held on 30 April 2019.
Following registration of the new share capital pertaining to the Private Placement with the Norwegian Register of Business Enterprises, which is expected to take place on or about 29 January 2020, the Company will have an issued share capital of NOK 7,601,129.70, divided into 76,011,297 shares, each with a par value of NOK 0.10.
Settlement of the New Shares towards investors will be made on a delivery versus payment basis on 27 January 2020 (T+2 settlement) (the “Settlement Date”), by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to share lending agreements. 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 share lenders in the form of new shares in the Company.
Notification of allotment of New Shares in the Private Placement and payment instructions is expected to be sent to the applicants through a notification from the Managers on or about 23 January 2020.
Completion of the Private Placement entails a deviation from the existing shareholders’ pre-emptive rights to subscribe for and be allocated new shares and the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014, and the Board is of the opinion that the proposed Private Placement is in compliance with these requirements. 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 of directors has, inter alia, considered the implications of an underwritten rights issue, alternative financing sources, the dilutive effect of the share issue, the investor interest in the transaction and the strengthening of the shareholder base that will be achieved through the Private Placement.
Subject to prevailing market price of Targovax shares being higher than the Subscription Price in a period determined by the Board in its sole discretion, Targovax will carry out a subsequent offering of up to 1,894,153 new shares towards shareholders in the Company as of 22 January 2020 (as registered in the Norwegian Central Securities Depository (“VPS”) on 24 January 2020), who (i) were not allocated shares in the Private Placement, (ii) did not in their capacity as larger shareholders enter into a lock-up agreement in connection with the Private Placement and (iii) 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. If carried out, the subscription price in the subsequent offering will be the same as in the Private Placement and be conditional upon the approval of a listing and offering prospectus by the Norwegian Financial Supervisory Authority. The Board will issue the shares in the potential subsequent offering pursuant to the authorization granted at the Company’s annual general meeting held on 30 April 2019.
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Activating the patient’s immune system to fight cancer
Targovax (OSE:TRVX) is a clinical stage immuno-oncology company developing oncolytic viruses to target hard-to-treat solid tumors. Targovax’s lead product candidate, ONCOS-102, is a genetically modified oncolytic adenovirus, which has been engineered to selectively infect cancer cells and activate the immune system to fight the cancer.
ONCOS-102 is currently being tested in mesothelioma, melanoma and peritoneal malignancies and has already shown promising clinical results both as monotherapy and in combination with chemotherapy, and a checkpoint inhibitor.
These materials do not constitute an 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 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 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 (EU) 2017/1129 (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.
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. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
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.
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.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.