Nordic Nanovector ASA - Resolution to increase the share capital in connection with the subsequent offering and terms of the subsequent offering
OSLO, Norway, Feb. 24, 2022 /PRNewswire/ -- Reference is made to the stock exchange announcement from Nordic Nanovector ASA ("Nordic Nanovector" or the "Company") published on 19 January 2022 regarding the successfully completed private placement raising approximately NOK 250 million in gross proceeds by issuance of 17,857,143 new shares (the "Private Placement"), as well as the stock exchange announcement published on the same day with key information about a contemplated subsequent share offering of up to 3,571,429 additional new shares, each with a nominal value of NOK 0.20, at a subscription price of NOK 14 per share (the "Subsequent Offering").
Reference is further made to the extraordinary general meeting in the Company held on 14 February 2022, resolving to grant an authorisation to the Company's Board of Directors to carry out the Subsequent Offering. Pursuant to the authorisation, the Company's Board of Directors has today resolved to increase the share capital by minimum NOK 0.20 and maximum NOK 714,285.80, by issuance of minimum 1 and maximum 3,571,429 new shares (the "Offer Shares") at a subscription price of NOK 14 in connection with the Subsequent Offering.
Key terms of the Subsequent Offering:
* The Company's existing shareholders as of 19 January 2022 (as registered in the Norwegian Central Depository, Euronext Securities Oslo ("ESO", formerly VPS), on 21 January 2022) who (i) were not allocated shares in the Private Placement, and (ii) who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the "Eligible Shareholders"), will be granted non-transferable subscription rights that give a preferential right to subscribe for and be allocated Offer Shares. The shareholders' preferential right to subscribe for the Offer Shares will thus be deviated from.
* Each Eligible Shareholder will receive 0.04806 non-transferable subscription rights for each share registered on such Eligible Shareholder in the Company's shareholder register in the ESO as of 21 January 2022 (the "Subscription Rights"). The number of Subscription Rights granted to each Eligible Shareholder will be rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one (1) new Offer Share. Over-subscription is permitted. Subscription without Subscription Rights is not permitted.
* The subscription price in the Subsequent Offering is NOK 14 per Offer Share, being the same as the subscription price in the Private Placement (the "Subscription Price").
* The subscription period in the Subsequent Offering will commence at 09:00 hours (CET) on 28 February 2022 and expire at 16:30 hours (CET) on 15 March 2022 (the "Subscription Period"). The Subscription Period may not be shortened, but the board of directors may extend the subscription period if this is required by law due to the publication of a supplement prospectus.
* The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the Subscription Period.
* The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period on 11 March 2022 at 16:30 hours (CET). Subscription Rights that are not exercised before 16:30 hours (CET) on 11 March 2022 will have no value and will lapse without compensation to the holder.
* Allocation of the Offer Shares is expected to take place on or about 14 March 2022.
* The payment for the Offer Shares allocated to a subscriber falls due on or about 16 March 2022.
A prospectus, which shall be approved by the Financial Supervisory Authority of Norway in accordance with the Norwegian Securities Trading Act chapter 7, shall be prepared and published in connection with the share capital increase (the "Prospectus"). Completion of the share capital increase is contingent upon the Financial Supervisory Authority approving the Prospectus.
Additional information on the Subsequent Offering and instructions regarding the procedures for subscription will be included in the Prospectus, which is contemplated to be approved and published on 24 February 2022.
Subject to timely payment of the entire subscription amount in the Subsequent Offering and no extension of the Subscription Period, the Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) on or about 22 March 2022 and that the Offer Shares will be delivered to the ESO accounts of the subscribers to whom they are allocated on or about 23 March 2022.
ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA, is acting as joint bookrunners for the Private Placement and Subsequent Offering (the "Joint Bookrunners"). Advokatfirmaet Selmer AS is acting as legal advisor to the Company and Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Bookrunners.
For further information, please contact:
IR enquiries
Malene Brondberg, CFO
Cell: +44 7561 431 762
Email: ir@nordicnanovector.com
Media Enquiries
Mark Swallow/Frazer Hall/David Dible (MEDiSTRAVA Consulting)
Tel: +44 203 926 8535
Email: nordicnanovector@medistrava.com
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 29 billion by 2026. 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.
Further information can be found at www.nordicnanovector.com.
Important Notices
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 other than Norway, 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 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 nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Securities Trading Act.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
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