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Bergen, 30 January 2020: Reference is made to the stock exchange announcement by
BerGenBio ASA (OSE:BGBIO) (“BerGenBio” or the “Company”) on 29 January 2020
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 placed, raising gross proceeds of NOK 219,875,724 through the
allocation of 12,215,318 new shares (the “Offer Shares”) at a subscription price
of NOK 18.00 per share (the “Subscription Price”). The Private Placement, that
was over subscribed, took place through an accelerated book building process
after close of market on 29 January 2020.
Arctic Securities AS and Carnegie AS acted as Joint Bookrunners and H.C.
Wainwright & Co., LLC acted as Financial Advisor (together the “Managers”) in
connection with the Private Placement. The Private Placement attracted strong
interest from existing shareholders and new institutional investors.
The Company intends to use the net proceeds from the Private Placement to
continue advancing its clinical trial programs with its lead candidate
bemcentinib in patients with Acute Myeloid Leukaemia (AML) and Non Small Cell
Lung Cancer (NSCLC), manufacturing scale-up of bemcentinib, biomarker and
companion diagnostic development, and phase 1b development of tilvestamab
(formerly BGB149), as well as for general corporate purposes.
The completion of the Private Placement by delivery of Offer Shares to the
applicants will be divided in two tranches. Applicants have been allocated Offer
Shares in Tranche 1 and 2 on a pro-rata basis based on their overall allocation
in the Private Placement, with the exception of Meteva AS which has agreed that
Offer Shares allocated to it shall be delivered solely in Tranche 2. Tranche 1
consists of 5,475,136 Offer Shares (“Tranche 1”) and the issuance of the Offer
Shares in Tranche 1 was resolved by the Company’s board of directors at a board
meeting held on 29 January 2020, based on the authorization granted to the board
of directors at the Company’s annual general meeting held on 13 March 2019.
Tranche 2 consists of 6,740,182 Offer Shares (“Tranche 2”) and is subject to
approval by the extraordinary general meeting of the Company to be held on 20
February 2020 (the “EGM”) and the placement agreement entered into between the
Company and the Managers not being terminated by the Managers in accordance with
the terms thereof. The board of directors has resolved to summon an
extraordinary general meeting to be held on 20 February 2020. If Tranche 2 is
not completed (e.g. due to non-approval by the EGM), applicants will not be
delivered Offer Shares in Tranche 2 and the Company will hence not receive the
proceeds from Tranche 2.
Notification of allocation of the Offer Shares and payment instructions is
expected to be sent to the applicants through a notification from the Managers
on 30 January 2020.
The Offer Shares in Tranche 1 will be settled with existing and unencumbered
shares in the Company that are already listed on the Oslo Stock Exchange,
pursuant to a share lending agreement between Meteva AS as lender, Arctic
Securites AS (on behalf of the Managers) and the Company in order to facilitate
delivery of listed shares in the Company to investors delivery versus payment on
a T+2 basis. The shares in the Company delivered to the subscribers in Tranche 1
will thus be tradable immediately after delivery to the subscribers. Arctic
Securities AS will settle the share loan with the Offer Shares in Tranche 1 once
such shares are issued.
Following registration of the new share capital in the Company and issuance of
the Offer Shares in Tranche 1 with the Norwegian Register of Business
Enterprises, which is expected to take place on or about 5 February 2020, the
Company will have an issued share capital of NOK 6,655,172.60 divided into
66,551,726 shares, each with a par value of NOK 0.10.
The Offer Shares in Tranche 2 will be settled after the extraordinary general
meeting with existing and unencumbered shares in the Company that are already
listed on the Oslo Stock Exchange, pursuant to a share lending agreement between
Meteva AS as lender, Arctic Securites AS (on behalf of the Managers) and the
Company in order to facilitate delivery of listed shares in the Company to
investors on a delivery versus payment T+2 basis. The shares in the Company
delivered to the subscribers in Tranche 2 will thus be tradable immediately
after delivery to the subscribers. Arctic Securities AS will settle the share
loan with the Offer Shares in Tranche 2 once such shares are issued. The Offer
Shares re-delivered to Meteva AS in Tranche 2 will be issued on a separate ISIN
and will not be tradable on Oslo Børs until a listing prospectus has been
approved by the Norwegian Financial Supervisory Authority, expected late
February 2020.
Following registration of the new share capital in the Company and the issuance
of the Offer Shares in Tranche 2 with the Norwegian Register of Business
Enterprises, which is expected to take place on or about 27 February 2020, the
Company will have an issued share capital of NOK 7,329,190.80 divided into
73,291,908 shares, each with a par value of NOK 0.10.
The following primary insiders have been allocated Offer Shares in the Private
Placement at a subscription price equal to the Subscription Price (with new
holding of shares in the Company in brackets):
Meteva AS 3,291,750 (19,750,500)
Gnist Holding AS (Richard Godfrey) 5,556 (221,005)
Completion of the Private Placement implies a deviation from the existing
shareholders’ pre-emptive rights to subscribe for and be allocated new shares.
The board of directors of the Company 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 given
the volatility and negative development in the Company’s share price,
alternative financing sources, the dilutive effect of the share issue, the
Company´s need for additional liquidity and Subscription Price.
Subject to prevailing market price of the Company’s shares being higher than the
Subscription Price in a period determined by the board of directors in its sole
discretion, the Company will carry out a subsequent offering of up to 1,500,000
new shares towards shareholders in the Company as of 29 January 2020 (as
registered in the Norwegian Central Securities Depository (“VPS”) on 31 January
2020), who (i) were not allocated shares in the Private Placement, and (ii) 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
approval by the extraordinary general meeting of the Company to be held on 20
February 2020 and the approval of a listing and offering prospectus by the
Norwegian Financial Supervisory Authority.
Advokatfirmaet Thommessen AS acts as legal advisor to the Company in connection
with the Private Placement. White & Case LLP and Advokatfirmaet BAHR AS are
acting as legal advisors to the Managers in connection with the Private
Placement. For further information, please contact:
Richard Godfrey, CEO
richard.godfrey@bergenbio.com
+47 917 86 304
Rune Skeie, CFO
rune.skeie@bergenbio.com
+47 917 86 513
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 immune-evasive, therapy resistant cancers. The
company’s proprietary lead candidate, bemcentinib, is a potentially first-in
-class selective AXL inhibitor in a broad phase II oncology clinical development
programme focused on combination and single agent therapy in lung cancer and
leukaemia. A first-in-class functional blocking AXL antibody, tilvestamab
(BGB149), and an AXL-ADC (ADCT-601) are undergoing phase I clinical testing. In
parallel, BerGenBio is developing a companion diagnostic test to identify those
patient populations most likely to benefit from bemcentinib: this is expected to
facilitate more efficient registration trials supporting a precision medicine
-based commercialisation strategy.
BerGenBio is based in Bergen, Norway with a subsidiary in Oxford, UK. The
company is listed on the Oslo Stock Exchange (ticker: BGBIO). www.bergenbio.com
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 communication may not be published, distributed or transmitted in or into
the United States, Canada, Australia, the Hong Kong Special Administrative
Region of the People’s Republic of China, South Africa 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. 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
Securities Act. BerGenBio does not intend to register any part of the offering
in the United States. There will be no public offering of the securities in the
United States of America.
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.
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 2017/1129 as amended together with any applicable
implementing measures in any Member State.
Investing in securities involves certain risks.
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 BerGenBio and those
explicitly or implicitly presumed in these statements. Against the background of
these uncertainties, readers should not rely on forward-looking statements.
BerGenBio assumes no responsibility to update forward -looking statements or to
adapt them to future events or developments.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
FCA/ICMA Stabilisation
MiFID II professionals/ECPs-only - Manufacturer target market (MIFID II product
governance) is eligible counterparties and professional clients only (all
distribution channels).
Kilde
Mye penger og ikke ekstrem rabbatt 
Så jeg er enig! I morgen er emisjonsrisikoen svært lav i Bergenbio