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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
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”). In connection with the last exercise period 2 -
15 April 2024, the Company has entered into underwriting agreements covering 80%
of the remaining Warrants.
Certain of the ten largest Warrant holders have pre-committed, in whole or in
part, the exercise of their remaining Warrants which together with underwriting
from external investors being Munkekullen förvaltning 5 AB and Buntel AB
(hereafter collectively referred to as the “Underwriters”) will secure gross
proceeds equal to the exercise of 80% of the remaining Warrants. The Company’s
two largest Warrant holders, Meteva AS and Investinor Direkte AS, have pre
-committed to exercise 175,298,805 and 107,215,810 Warrants, respectively. The
pre-commitment and the underwriting will secure minimum gross proceeds of NOK
118 million from the last Warrants exercise period, 2 - 15 April 2024. If all
remaining Warrants are exercised the total gross proceeds will be NOK 148
million.
The pre-commitments and underwriting do not impact any Warrant holders’ ability
to exercise their Warrants in the last exercise period 2 - 15 April 2024.
The net proceeds from the Warrants exercise will be used to further advance the
Company’s strategy for non-small cell lung cancer (“NSCLC”), severe respiratory
infections and general corporate purposes and will fund the Company’s planned
activities into 2H 2025.
Arctic Securities AS and Carnegie AS have been engaged as managers for the
Rights Issue and Warrants exercise (the “Managers”). Advokatfirmaet Thommessen
AS is acting as legal advisor to the Company in connection with the Rights Issue
and Warrants exercise.
Underwriting
Pursuant to, and subject to, the terms and conditions of the underwriting
agreements between the Company and the Underwriters (the “Underwriting
Agreements”), the Underwriters have undertaken to underwrite gross proceeds of
NOK 118 million (the “Total Underwriting Obligation”). Any exercise of Warrants
from other Warrants holders will reduce the underwriting commitment from the
external underwriters but will not affect the pre-commitments from existing
Warrant holders to exercise Warrants. Any shares issued to the external
underwriters to the extent their underwriting obligations become triggered will
be made by way of a directed share issue by use of the authorisation to the
Board of Directors of the Company to increase the share capital granted by the
by the Annual General Meeting on 22 May 2023 (the “Board Authorisation”).
Each Underwriter will be entitled to an underwriting fee of 12% of its
respective underwriting or Warrant exercise obligation. The underwriting fee
will be settled in 113,456,921 new shares in the Company issued at the exercise
price of the Warrants, NOK 0.1255 per share. The fee shares will be issued under
the Board Authorisation. The selection of existing Warrants holders who have
been invited to underwrite has been based on objective criteria.
For further information, please contact:
Martin Olin CEO, BerGenBio ASA
ir@bergenbio.com
Rune Skeie, CFO, BerGenBio ASA
rune.skeie@bergenbio.com
Investor Relations / Media Relations
Jan Lilleby
jl@lillebyfrisch.no
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading
Act.
This stock exchange announcement was published by Rune Skeie, CFO on 2 April
2024 at 07:55 CEST on behalf of the Company.
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. 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 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.
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
EEA Member State (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. Copies of the Prospectus will,
following publication, be available from the Company’s registered office and,
subject to certain exceptions, on the websites of the Managers.
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.
In the United Kingdom, this communication 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”). These materials 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.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, 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 or to publications with a general circulation in the
United States of America.
The Managers are acting for the Company in connection with the Rights Issue 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 providing
advice in relation to the Rights Issue or any transaction or arrangement
referred to in this announcement.
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 is the
responsibility of, the Company. 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. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Managers nor any of their
respective affiliates accepts any liability arising from the use of this
announcement.
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