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THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE ANNOUNCEMENT.
Bergen 14 June 2023: Reference is made to the stock exchange announcement
published by BerGenBio ASA (the “Company”) on 13 June 2023 regarding the
preliminary results in the partially underwritten rights issue of between
1,687,500,000 and 2,500,000,000 new shares in the Company (the “Offer Shares”)
at a subscription price of NOK 0.10 per Offer Share (the “Rights Issue”). In
addition, the subscribers in the Rights Issue will be allocated one warrant for
every two Offer Shares allocated to them and paid by them in the Rights Issue
(the “Warrants”). The subscription period for the Rights Issue expired at 16:30
hours (CEST) on 13 June 2023.
At the expiry of the subscription period in the Rights Issue, the Company had
received subscriptions for a total of 2,500,000,000 Offer Shares and
1,249,999,644 Warrants.
The final allocation of the Offer Shares in the Rights Issue and the Warrants
has now been completed based on the allocation criteria set out in the Company’s
prospectus dated 26 May 2023 (the “Prospectus”).
The board of directors of the Company has allocated a total of 2,500,000,000
Offer Shares, of which 2,431,608,042 Offer Shares were allocated based on valid
subscriptions from investors with subscription rights and 68,391,958 Offer
Shares were allocated based on valid subscription from investors without
subscription rights. Subscribers with subscription rights have been allocated
their full subscription including oversubscription, and investors without
subscription rights have been allocated 51.8% of their subscription.
Based on the number of Offer Shares allocated (as mentioned above), the Company
has allocated, subject to payment of the relevant Offer Shares, 1,249,999,644
Warrants.
Notifications of allocated Offer Shares and Warrants and the corresponding
subscription amount to be paid by each subscriber are expected to be distributed
today, on 14 June 2023. Payment for the allocated Offer Shares falls due on 16
June 2023 in accordance with the payment procedures described in the Prospectus.
The Warrants are allocated free of charge.
The Offer Shares may not be transferred or traded before they have been fully
paid and the share capital increase pertaining to the Rights Issue has been
registered with the Norwegian Register of Business Enterprises (Nw.
Foretaksregisteret). The Warrants may not be transferred or traded before they
have been registered in the Norwegian Register of Business Enterprises (Nw.
Foretaksregisteret). It is expected that the share capital increase and the
Warrants will be registered in the Norwegian Register of Business Enterprises on
or about 20 June 2023 and that the Offer Shares and the Warrants will be
delivered to the VPS accounts of the subscribers to whom they are allocated on
or about the next day.
The Offer Shares and the Warrants are expected to be tradable on Oslo Børs from
and including 20 June 2023.
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 Rune Skeie, CFO at BerGenBio
ASA on 14 June 2023 at 13:30 CEST on behalf of the Company.
For further information, please contact:
Martin Olin CEO, BerGenBio ASA
ir@bergenbio.com
Rune Skeie, CFO, BerGenBio ASA
rune.skeie@bergenbio.com
Media Relations
Jan Lilleby
jl@lillebyfrisch.no
+47 90 55 16 98
For information about the Rights Issue please contact the managers:
Arctic Securities AS, tel.: + 47 21 01 30 40
Carnegie AS, tel.: +47 22 00 93 40
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. 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.
This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than Norway, which has
implemented the Prospectus Regulation (EU) (2017/1129, as amended, the
“Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant
to an exemption under the Prospectus Regulation, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly any person making or intending to make any offer in that
Relevant Member State of securities which are the subject of the offering
contemplated in this announcement, may only do so in circumstances in which no
obligation arises for the Company or any of the Managers to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer.
In the United Kingdom, this announcement 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”). This announcement 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. Any offering of the securities referred to in
this announcement will be made pursuant to the Prospectus for the Rights Issue
dated 26 May 2023.
This announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation. Investors should not subscribe for any securities
referred to in this announcement except on the basis of information contained in
the aforementioned Prospectus. Copies of the Prospectus is available from the
Company’s registered office and, subject to certain exceptions, on the websites
of the Company (www.bergenbio.com), (Carnegie www.carnegie.no/ongoing
-prospectuses-and-offerings) and Arctic Securities AS
www.arctic.com/secno/en/offerings).
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.
Kilde
