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Bergen, 26 February 2020: Reference is made to the stock exchange announcement
from BerGenBio ASA (the “Company”) dated 30 January 2020 relating to the
subsequent offering and listing of up to 1,500,000 new shares in the Company,
each with a nominal value of NOK 0.10 (the Offer Shares") at a subscription
price of NOK 18.00 per Offer Share (the Subscription Price") to be carried out
by the Company (the “Subsequent Offering”) and the stock exchange announcement
from the Company on 20 February 2020 regarding the extraordinary general
meeting’s resolution to increase the share capital in connection with the
Subsequent Offering.
The subscription period for the Subsequent Offering commences at 09:00 hours
(CET) on 27 February 2020 and expires at 16:30 hours (CET) on 12 March 2020 (the
“Subscription Period”).
The shareholders of the Company as of 29 January 2020 (and being registered as
such in the Norwegian Central Security Depository (VPS) on 31 January 2020 (the
“Record Date”), and who were not allocated shares in the private placement
announced by the Company on 30 January 2020 and 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
(the “Subscription Rights”) that, subject to applicable law, provide
preferential rights to subscribe for, and be allocated, Offer Shares at the
Subscription Price.
Each Eligible Shareholder will, subject to applicable securities laws, be
granted 0.045 Subscription Rights for every existing share registered as held by
such Eligible Shareholder as of the Record Date, 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 Offer
Share in the Subsequent Offering. Over-subscription is permitted, however,
subscription without Subscription Rights is not permitted.
Please note that Subscription Rights that are not used to subscribe for Offer
Shares before the end of the Subscription Period will have no value and will
lapse without compensation to the holder.
A prospectus dated 26 February 2020 (the “Prospectus”) prepared in connection
with the Subsequent Offering is, subject to regulatory restrictions in certain
jurisdictions, available at www.bergenbio.com under Financial Reports in the
Investor section. Hard copies of the Prospectus may be obtained free of charge
at the offices of the Company at Jonas Lies vei 91, 5009 Bergen, Norway, or by
contacting the Managers (defined below).
Following the completion of the Subsequent Offering, and assuming full
subscription, the number of shares outstanding in the Company will increase by
1,500,000 shares to 74,791,908 shares, each with a nominal value of NOK 0.10,
resulting in a total share capital of NOK 7,479,190.80.
The timetable below provides certain key dates for the Subsequent Offering:
Subscription Period commences: 27 February 2020 at 09:00 (CET)
Subscription Period ends: 12 March 2020 at 16:30 hours (CET)
Allocation of the Offer Shares and distribution of allocation letters: Expected
on or about 12 March 2020
Payment date: 18 March 2020
Delivery of the Offer Shares and listing and commencement of trading in the
Offer Shares on Oslo Børs: Expected on or about 24 March 2020. For further
details on the terms of the Subsequent Offering, please see the Prospectus.
Arctic Securities AS and Carnegie AS are acting as Joint Bookrunners and
Managers for the Subsequent Offering.
Advokatfirmaet Thommessen AS is acting as the Company’s legal adviser for the
Subsequent Offering.
For further information, please contact:
Richard Godfrey, CEO BerGenBio ASA
richard.godfrey@bergenbio.com
+47 917 86 304
Rune Skeie, CFO BerGenBio ASA
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.
Any offer of securities to the public that may be deemed to be made pursuant to
this communication in any member state of the European Economic Area (each an
“EEA Member State”) that has implemented Directive 2003/71/EC (together with the
2010 PD Amending Directive 2010/73/EU, including any applicable implementing
measures in any Member State, the “Prospectus Directive”) is only addressed to
qualified investors in that Member State within the meaning of the Prospectus
Directive. This announcement is not a prospectus within the meaning of the
Prospectus Directive, as implemented in each member State of the European
Economic Area. With respect to the EEA Member States, no action has been
undertaken or will be undertaken to make an offer to the public of the
securities referred to herein requiring a publication of a prospectus in any
Member State. As a result, the securities of the Company may not and will not be
offered in any Member State except in accordance with the exemptions set forth
in Article 3 of the Prospectus Directive.
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.
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