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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, 17 April 2024: Reference is made to the stock exchange
announcement published by BerGenBio ASA (“BerGenBio” or the “Company”) 16 April
2024 regarding the final results for the second exercise period for the warrants
(the “Warrants”) issued in connection with the Company’s rights issue in June
2023 raising gross proceeds of NOK 250 million (the “Rights Issue”).
In connection with the second and final exercise period for the Warrants, the
Company entered into underwriting agreements dated 1 April 2024 (the
“Underwriting Agreements”), with among others, Munkekullen förvaltning 5 AB and
Buntel AB (the “Underwriters”). Pursuant to the Underwriting Agreements, each of
the Underwriters are entitled to an underwriting fee of 12% of its respective
underwriting obligation, to be settled by way of subscription of new shares in
the Company issued at the same subscription price as in last exercise period for
the Warrants, i.e. NOK 0.1255 per fee share in the Company (the “Fee Shares”).
The Underwriters shall therefore receive a total of 113,456,919 Fee Shares, at a
subscription price of NOK 0.1255 per Fee Share for a total subscription amount
of NOK 14,238,843.3345.
Therefore, the Company’s board of directors has today, pursuant to the
authorisation granted by the general meeting held on 22 May 2023, resolved to
increase the Company’s share capital with NOK 11,345,691.90 by the issuance of
113,456,919 Fee Shares, each with a nominal value of NOK 0.10, at a subscription
price of NOK 0.1255 per share, raising gross proceeds of in aggregate NOK
14,238,843.3345.
Following registration of the share capital increase with the Norwegian Register
of Business Enterprises (Nw. Foretaksregisteret) (and assuming that the share
capital increase pertaining to the exercise of Warrants has been registered),
the Company’s share capital will be NOK 390,871,156.70, divided into
3,908,711,567 shares, each with a nominal value of 0.10.
The Fee Shares are expected to be tradable on the Oslo Stock Exchange from the
time the share capital increase pertaining to such shares has been registered
with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret).
For further information, please contact:
Martin Olin CEO, BerGenBio ASA
ir@bergenbio.no
Rune Skeie, CFO, BerGenBio ASA
rune.skeie@bergenbio.com
Jan Lilleby, Media Relations, BerGenBio ASA
jl@lillebyfrisch.no
For information about the Warrants please contact one of the managers (the
“Managers”):
Arctic Securities AS, tel.: + 47 21 01 30 40
Carnegie AS, tel.: +47 22 00 93 40
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
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), (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.
Kilde
