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NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE
THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Bergen, Norway, 2 April 2024 - Reference is made to the stock exchange
announcement from BerGenBio ASA (the “Company”) dated 14 June 2023 regarding the
final results of the rights issue of 2,500,000,000 new shares in the Company
(the “Offer Shares”), raising gross proceeds of NOK 250 million (the “Rights
Issue”), and the allocation and issuance to subscribers in the Rights Issue of
one warrant for every two Offer Shares allocated to them and paid by them in the
Rights Issue (the “Warrants”).
As announced on 14 June 2023, the Company issued 1,249,999,617 Warrants. The
Warrants are listed and tradable on the Oslo Stock Exchange from 23 June 2023 to
16:30 hours (CEST) on 8 April 2024 under the ticker code “BGBIS”. Each Warrant
gives the holder a right to subscribe for one new share in the Company at an
exercise price per share as described below during two exercise periods (such
new shares jointly the "New Shares). The first exercise period ended on 28
November 2023. Reference in this regard is made to stock exchange announcements
published by the Company in connection with the first exercise period.
The last exercise period for the Warrants will commence today, on 2 April 2024
at 09:00 (CEST).
Carnegie AS and Arctic Securities AS are acting as managers in connection with
exercise of Warrants (jointly the “Managers”).
Exercise periods
As previously announced, including in a stock exchange announcement published by
the Company on 15 November 2023 in connection with the commencement of the first
exercise period, the Warrants may be exercised during the following two exercise
periods: (i) from 15 November 2023 to 28 November 2023 at 16:30 hours (CET), or
(ii) from 2 April 2024 to 15 April 2024 at 16:30 hours (CEST). Any Warrants to
be exercised in the last exercise period will have to be registered on the VPS
account of the subscriber on 15 April 2024.
Warrants that are not exercised before the expiry of the last exercise period on
15 April 2024 at 16:30 (CEST) or not sold before 16:30 (CEST) on 8 April 2024
will have no value and will lapse without compensation to the holder.
Holders of Warrants who do not exercise their Warrants to subscribe for New
Shares will experience a dilution of their shareholding in the Company. See
Section 6.29 “Dilution” in the Company’s prospectus dated 26 May 2023 and
Section 6.8 “Dilution” in the Company’s prospectus dated 7 December 2023 (the
“Prospectuses”) for a further description of such dilutive effect.
The Prospectuses are, subject to applicable local securities laws, available at
the websites of the Company (www.bergenbio.com/investors/investor
-relations/warrants), Carnegie AS (www.carnegie.no/ongoing-prospectuses-and
-offerings/) and Arctic Securities AS (www.arctic.com/offerings).
Number of New Shares and exercise price per New Share
Each Warrant gives the holder a right to subscribe for one New Share at an
exercise price per share equal to the volume-weighted average price (VWAP) of
the Company’s shares on the Oslo Stock Exchange in the three last trading days
prior to the first date on which the holder can exercise the Warrant in each
exercise period less 30%, but in any event (i) not lower than the nominal value
(NOK 0.10) and (ii) not exceeding the subscription price in the Rights Issue
plus 30% (i.e. NOK 0.13).
Based on the criteria above, the exercise price per New Share in the last
exercise period (2 April 2024 to 15 April 2024) is NOK 0.1255. Reference is made
to Company’s stock exchange announcement published on 27 March 2024.
Exercise procedure
Warrants are exercised through the submission of a duly completed exercise form
for the Warrants (the “Exercise Form”) to one of the Managers at the address or
email address set out in the prospectus dated 26 May 2023 and the Exercise Form,
or electronically through the VPS online subscription system, during the last
exercise period for the Warrants ending 15 April 2024. The Exercise Form can be
found at the websites of the Company
(Warrants - BerGenBio), Carnegie AS
(www.carnegie.no/ongoing-prospectuses-and-offerings/) and Arctic Securities AS
(www.arctic.com/offerings). By completing and submitting an Exercise Form, the
holder of the relevant Warrants irrevocably undertakes to acquire a number of
New Shares equal to the number of Warrants exercised at the relevant exercise
price.
Payment for and delivery of New Shares
Notifications of allocated New Shares and the corresponding aggregate exercise
price to be paid by each subscriber are expected to be distributed in a letter
from the VPS after the end of the last exercise period, on or about 16 April
2024. Payment for the New Shares allocated to the subscriber after the end of
the last exercise period falls due on 19 April 2024 in accordance with the
payment procedures described in the Exercise Form.
Subject to timely payment of the exercise price for the New Shares on 19 April
2024, the Company expects that the share capital increase pertaining to the
exercise of Warrants will be registered with the Norwegian Register of Business
Enterprises on or about 23 April 2024 and that the New Shares will be delivered
to the VPS accounts of the subscribers to whom they are allocated on or about 24
April 2024.
The New Shares may not be transferred or traded before they are fully paid and
the share capital increase pertaining to the exercise of Warrants has been
registered with the Norwegian Register of Business Enterprises.
A subscriber’s default in timely payment of the exercise price for the New
Shares subscribed by such subscriber will result in that the New Shares
subscribed will not be issued and the Warrants exercised will be forfeited and
will not give a right to subscribe New Shares.
Financial intermediaries
If Warrants are registered through a financial intermediary, the financial
intermediary will customarily give the holder details of the aggregate number of
Warrants which it is entitled to exercise. The relevant financial intermediary
will customarily supply each holder of Warrants with this information in
accordance with its usual customer relations procedures. Holders of Warrants
through a financial intermediary should contact the financial intermediary if
they have received no information with respect to the Warrants.
Listing and commencement of trading in the New Shares
The New Shares issued upon exercise of Warrants will be listed on the Oslo Stock
Exchange under ISIN NO 001 0650013 and ticker code “BGBIO”. The New Shares will
be listed as soon as the New Shares are fully paid, the share capital increase
pertaining to the New Shares has been registered in the Norwegian Register of
Business Enterprises and the New Shares have been issued in the VPS.
The New Shares are expected to be tradable on the Oslo Stock Exchange from the
time the share capital increase pertaining to the New Shares has been registered
in the Norwegian Register of Business Enterprises.
For further information, please contact:
Martin Olin CEO, BerGenBio ASA
ir@bergenbio.no
Rune Skeie, CFO, BerGenBio ASA
rune.skeie@bergenbio.com
Media Relations
Jan Lilleby
jl@lillebyfrisch.no
For information about the Warrants please contact one of 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 by means of a prospectus.
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 Prospectus dated 26 May 2023 and stock exchange announcements published in
connection with the Rights Issue and the Warrants. 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/investors/investor
-relations/warrants), Carnegie (www.carnegie.no/ongoing-prospectuses-and
-offerings/) and Arctic Securities AS (www.arctic.com/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.
This information is published in accordance with the requirements of the
Continuing Obligations.
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