Vis børsmeldingen
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Bergen, 20 May 2023: Reference is made to the stock exchange announcement
published by BerGenBio ASA (the “Company”) on 25 April 2023, regarding a
proposed partially underwritten rights issue of shares (the “New Shares”) with
preferential rights for existing shareholders (the “Rights Issue”), which is
subject to the approval by the annual general meeting of the Company to be held
at 16:00 (CEST) on 22 May 2023 (the “AGM”) and the notice to the AGM published
on 28 April 2023.
The Company’s board of directors has today, on 20 May 2023, based on a
recommendation from Arctic Securities AS and Carnegie AS (acting as “Managers”
in the Rights Issue), determined the following proposed (i) subscription price,
(ii) number of New Shares, (iii) share capital increase pertaining to the Rights
Issue and (iv) number of warrants:
. The subscription price is proposed to be NOK 0.10 per New Share,
based on a theoretical ex rights price (TERP) of NOK 0.15880 of the Company’s
shares calculated on the basis of (i) the volume-weighted average price (VWAP)
of the Company’s shares on Oslo Børs in the three last trading days’ prior to
the AGM of NOK 1.81669 and (ii) the assumed issue of the maximum number of New
Shares in the Rights Issue (equal to the number of subscription rights to be
issued);
. The share capital of the Company is proposed to be increased by
minimum NOK 168.75 million and maximum NOK 250 million through the issue of
minimum 1,687,500,000 New Shares and maximum 2,500,000,000 New Shares,
representing a ratio of 28.197440 New Shares per each existing share (assuming
issue of the maximum number of New Shares); and
. The number of warrants to be issued is proposed to be minimum
843,750,000and maximum 1,250,000,000, depending on the final number of New
Shares issued. Subscribers in the Rights Issue will for every two New Shares
allocated and paid receive one warrant, which will give the right to subscribe
for one new share in the Company.
The Company will raise between NOK 175 million and NOK 250 million in gross
proceeds in connection with the Rights Issue (of which up to NOK 6.25 million
may be by way of a loan granted by Meteva AS, please see below).
Each existing shareholder as of 22 May 2023 (and being registered as such in
Euronext Securities Oslo, the Norwegian Central Securities Depository, (the
“VPS”)) as at the expiry of 24 May 2023 (the record date) will be granted
28.197440 subscription rights for each share in the Company registered as held
by the shareholder. The number of subscription rights granted to each existing
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 Share in the Rights Issue.
The proposal to increase the share capital of the Company as set out in the
notice of the AGM dated 28 April 2023 will be adjusted to reflect the (i)
subscription price, (ii) the number of new shares and (iii) the share capital
increase pertaining to the Rights Issue as set out above. The proposal to issue
warrants as set out in the notice of the AGM will be adjusted to reflect the
number of warrants to be issued as set out above. For further information
regarding the Rights Issue, see the notice of the AGM available on
www.bergenbio.com.
Certain existing shareholders and external investors (jointly the
“Underwriters”) have underwritten NOK 175 million of the Rights Issue, subject
to potential reduction for Meteva AS as described below. Certain existing
shareholders have also pre-committed to subscribe in the Rights Issue, including
Meteva AS and Investinor Direkte AS which have pre-committed to subscribe for
NOK 65 million and NOK 17.5 million, respectively, which is included in the
underwriting amount of NOK 175 million. In addition, management and board
members in the Company will subscribe for New Shares in the Rights Issue with an
aggregate subscription price of at least NOK 0.5 million. Any New Shares
subscribed in the Rights Issue will reduce the underwriting commitment of the
Underwriters but not pre -commitments from existing shareholders.
Each Underwriter is entitled to an underwriting fee of 12% of its respective
underwriting obligation, to be settled in cash or new shares in the Company
issued at the subscription price in the Rights Issue, or through a combination
of cash and new shares, at the Underwriter’s election.
The Underwriters have undertaken to vote any shares held by them at the time of
the AGM in favour of the Rights Issue.
Meteva AS’ underwriting and pre-commitment to subscribe for New Shares are
limited such that Meteva AS’ holding of shares in the Company shall not exceed
1/3, and any remaining underwriting and pre-commitment shall be satisfied in the
form of a convertible loan from Meteva AS. Such convertible loan shall be
convertible into new shares in the Company at a conversion price equal to the
subscription price in the Rights Issue and otherwise on terms similar to those
in the existing loan agreement between the Company and Meteva AS announced
through the Company’s stock exchange announcement dated 25 October 2022 (the
“Meteva Loan”).
The Underwriters’ obligations to subscribe and pay for the New Shares allocated
to them in accordance with the underwriting agreements are conditional upon the
following conditions: (i) the Underwriters having underwritten NOK 175 million
of the gross proceeds of the Rights Issue, adjusted for the Meteva Loan, if
applicable, (ii) the AGM validly having approved the Rights Issue including the
subscription price, (iii) the Company having published a prospectus (the
“Prospectus”) in relation to the Rights Issue approved by the Norwegian
Financial Supervisory Authority, (iv) the Company having issued on the date of
the Prospectus, a declaration of completeness and indemnity for the benefit of
the Managers in a form satisfactory to the Managers in their sole discretion and
(v) save as disclosed in the Prospectus, no change, event, effect, or condition
shall have occurred that has or would have, individually or in the aggregate, an
effect on the current or future business, assets, liabilities, liquidity,
solvency or funding position or condition (financial or otherwise) or results of
the Company and its subsidiaries taken as a whole, which in the good faith
opinion of the Managers is so material and adverse as to make it impracticable
or inadvisable to proceed with the Rights Issue or the delivery of the New
Shares on the terms and in the manner contemplated in the Prospectus.
If the Rights Issue is withdrawn, all subscription rights will lapse without
value, any subscriptions for, and allocations of, New Shares that have been made
will be disregarded and any payments for New Shares made will be returned to the
subscribers without interest or any other compensation. The lapsing of
subscription rights will be without prejudice to the validity of any trades in
subscription rights, and investors will not receive any refund or compensation
in respect of subscription rights purchased in the market.
The full terms and conditions of the Rights Issue will be included in the
Prospectus, which will be published prior to the commencement of the
subscription period in the Rights Issue, expected to take place from 30 May 2023
to 13 June 2023 at 16:30 (CEST).
Arctic Securities AS and Carnegie AS are acting as managers for the Rights
Issue. Advokatfirmaet Thommessen AS is acting as legal counsel to the Company.
For further information about the Company, please contact:
Martin Olin CEO, BerGenBio ASA
[email protected]
Rune Skeie, CFO, BerGenBio ASA
[email protected]
Investor Relations / Media Relations
Graham Morrell
[email protected]
Media Relations Norway
Jan Lilleby
[email protected]
+47 90 55 16 98
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading
Act.
This stock exchange announcement was published by Rune Skeie, CFO on 20 May 2023
at 12:00 CEST on behalf of the Company.
About BerGenBio ASA
BerGenBio is a clinical-stage biopharmaceutical company focused on developing
transformative drugs targeting AXL as a potential cornerstone of therapy for
aggressive diseases, including cancer and severe respiratory infections. The
Company is focused on its proprietary lead candidate bemcentinib a potentially
first-in-class selective AXL inhibitor in development for STK11 mutated NSCLC
and severe respiratory infections.
BerGenBio is based in Bergen, Norway with a subsidiary in Oxford, UK. The
Company is listed on the Oslo Stock Exchange (ticker: BGBIO). For more
information, visit www.bergenbio.com.
This announcement does 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. 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 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.
Any offering of the securities referred to in this announcement will be made by
means of a prospectus (the “Prospectus”) which will be prepared and which is
subject to the approval by the Norwegian Financial Supervisory Authority. This
announcement is an advertisement and is not a prospectus for the purposes of
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any EA Member State (the “Prospectus
Regulation”). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
Prospectus. Copies of the Prospectus will, following publication, be available
from the Company’s registered office and, subject to certain exceptions, on the
websites of the Managers.
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.
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.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, 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 or to publications with a general circulation in the
United States of America.
The Managers are acting for the Company in connection with the Rights Issue 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 Rights Issue or any transaction or arrangement
referred to in this announcement.
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 is the
responsibility of, the Company. 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. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Managers nor any of their
respective affiliates accepts any liability arising from the use of this
announcement.
Kilde
