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PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE
The board of directors of Targovax ASA (“Targovax” or the “Company”) has
resolved to propose that the Company carries out a share capital increase, by
way of a fully underwritten rights issue, to raise gross proceeds of NOK 175
million (the “Rights Issue”). The proceeds from the Rights Issue plus current
cash is expected to provide runway into 3Q23 including the start of the next
melanoma trial in second half of 2022, and will cover:
ONCOS (~MNOK55)
· Colorectal cancer: Read out of collaboration trial in colorectal cancer with
peritoneal disease, ~30 patients 1H22;
· Mesothelioma: phase 1/2 combination trial with SoC chemo, 30 months mOS data
2H21; and
· Melanoma: Start the PD-1 refractory melanoma phase 2 platform trial to
explore multiple ONCOS-102 combinations, FPFV 2H22.
CMC (~MNOK 35)
· Manufacturing of clinical material for trials during the period; and
· Continue selective development activities for large scale manufacturing.
Pipeline extension (~MNOK 65)
· Data from in-vitro study with circular RNA, in the development of a novel
platform system for gene delivery and next generation RNA concepts with ONCOS
delivery vector;
· In vivo proof of concept data of ONCOS-102 systemic IV delivery;
· Bring next generation TG to the clinic with academic and commercial
collaborators;
· Explore novel MutRAS projects; and
· Maintain and build the patent portfolio.
Business operations (~MNOK 75)
· Personnel costs; and
· Corporate functions, support services.
The proposed Rights Issue is subject to a shareholder approval at an
extraordinary general meeting of the Company (the “EGM”) to be held on 25
November 2021 at 09:00 hours (Oslo time) at the Company’s offices at Vollsveien
19, 1366 Lysaker, Norway. The notice and agenda with appendices is attached
hereto and available on www.targovax.com.
Carnegie AS and DNB Markets, a part of DNB Bank ASA, have been engaged as
managers for the Rights Issue (the “Managers”). Advokatfirmaet Thommessen AS is
acting as legal advisor to the Company in connection with the Rights Issue.
The Rights Issue is fully underwritten through a combination of i) a pro rata
subscription by existing shareholder AP4 (The Fourth Swedish National Pension
Fund), and ii) underwriting commitments from certain existing shareholders of
the Company and other investors (the “Underwriters”), in accordance with an
underwriting agreement dated 3 November 2021. Pursuant to, and subject to, the
terms and conditions set out in the underwriting agreement, the Underwriters who
are existing shareholders in the Company have undertaken to vote their shares,
as held at the time of the EGM, in favour of the Rights Issue and all
Underwriters have undertaken to guarantee on a pro-rata basis (not jointly) to
subscribe for the shares offered in the Rights Issue. The shares in the Rights
Issue which are not subscribed upon expiration of the subscription period (if
any), will thus be subscribed by and allocated to the Underwriters.
The subscription price for the new shares to be issued in the Rights Issue, and
thus the exact number of new shares and the exact amount of the share capital
increase, will be proposed by the board of directors, based on a recommendation
from the Managers, the day prior to the EGM. Pursuant to the underwriting
agreement, the subscription price in the Rights Issue shall be based on the
theoretical ex rights price (TERP) based on the volume-weighted average price
(VWAP) of the Company’s shares on the Oslo Stock Exchange on the last trading
day prior to the date of the extraordinary general meeting, less a discount of
at least 35%. The board of directors’ resolution in this respect will be
announced through a stock exchange announcement prior to the EGM, and no later
than the day before the EGM, and then be reflected in the final proposed
resolution to the EGM.
In connection with the Right Issue a prospectus will be prepared which is
subject to the approval by the Norwegian Financial Supervisory Authority. The
prospectus will be published prior to the commencement of the subscription
period and will form the basis for subscriptions in the Right Issue. Provided
that the prospectus is approved by the Norwegian Financial Supervisory Authority
in time, the subscription period for the Rights Issue will commence on 30
November 2021 and expire on 14 December 2021 at 16:30 hours (Oslo time). In the
event that the prospectus is not approved in time to uphold this subscription
period, the subscription period will commence on the second trading day on the
Oslo Stock Exchange following the approval and expire at 16:30 hours (Oslo time)
two weeks thereafter.
Pursuant to section 10-4 of the Norwegian Public Limited Companies Act, the
shareholders of the Company at the date of the EGM will be granted a
preferential right to subscribe for and be allocated the new shares in
proportion to the number of shares in the Company they own as of that date, and
will according to the board’s proposal receive subscription rights proportionate
to their existing shareholding as registered in the Company’s shareholder
register in the Norwegian Central Securities Depository (the VPS) at the expiry
of 29 November 2021. Provided that a purchase of shares is made with ordinary
T+2 settlement, shares purchased up to and including 25 November 2021 will give
the right to receive subscription rights, whereas shares purchased from and
including 26 November 2021, will not give the right to receive subscription
rights. The subscription rights will be tradable and listed on the Oslo Stock
Exchange from and including the first day of the subscription period and until
16:30 (Oslo time) two trading days prior to the expiry of the subscription
period. Over -subscription and subscription without subscription rights will be
permitted.
A further description of the Rights Issue and of other circumstances that must
be considered upon subscription of shares in the Rights Issue will be included
in the prospectus for the Rights Issue, which will be published no later than at
the commencement of the subscription period and that will constitute the
subscription material for the offering.
Included below is an indicative timeline for the Rights Issue:
· 25 November 2021: Extraordinary general meeting
· 25 November 2021: Last day of trading in the shares including subscription
rights
· 26 November 2021: First day of trading in the shares excluding subscription
rights
· 29 November 2021: Record date for determination of the right to receive
subscription rights
· On or around 29 November 2021: Publication of the prospectus
· 30 November 2021: Commencement of the subscription period and first day of
trading in the subscription rights
· On or around 10 December 2021: Last day of trading in the subscription
rights
· On or around 14 December 2021: Last day of the subscription period
· On or around 15 December 2021: Allocation of the offer shares
· On or around 17 December 2021: Payment of the offer shares
· On or around 21 December 2021: Registration of the share capital increase
with the Norwegian Register of Business Enterprises
TRVX - Notice of
EGM.pdf (https://mb.cision.com/Public/17093/3446813/abc74fe5b2e64a7b.pdf)
For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@targovax.com
Renate Birkeli, Investor Relations
Phone: +47 922 61 624
Email: renate.birkeli@targovax.com
Media enquires:
Andreas Tinglum - Corporate Communications (Norway)
Phone: +47 9300 1773
Email: andreas.tinglum@corpcom.no
About Targovax
Activating the patient’s immune system to fight cancer
Targovax (OSE:TRVX) is a clinical stage immuno-oncology company developing
immune activators to target hard-to-treat solid tumors. Targovax aims to unlock
greater clinical benefits in cancer patients by deploying its multifunctional
platforms to target key immune regulators and oncogenic drivers. Targovax’s
focus is to “activate the patient’s immune system to fight cancer”, thus
extending and transforming the lives of cancer patients. Targovax’s pipeline
aims at different cancer indications, including melanoma, mesothelioma and
colorectal cancer. The company’s product candidates are designed to harness the
patient’s own immune system to fight the cancer, whilst also delivering a
favorable safety and tolerability profile.
Targovax’s lead clinical candidate, ONCOS-102, is a genetically modified
oncolytic adenovirus, which has been engineered to selectively infect cancer
cells and activate the immune system to fight the cancer. On the back of very
encouraging clinical data in several indications, both in monotherapy and in
multiple combinations, the next development steps for ONCOS-102 will be to
further improve responses in melanoma patients resistant to or poorly responsive
to current standard of care.
IMPORTANT INFORMATION
This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities in the United States.
Securities may not be offered or sold in the United States unless they are
registered or are exempt from registration under the U.S. Securities Act of
1933, as amended. The information contained in this announcement is for
informational purposes only and does not purport to be full or completed. The
Company does not intend to register any portion of this offering in the United
States or to conduct a public offering in the United States. Copies of this
announcement are not being, and should not be, distributed in or sent into the
United States.
In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
“Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a)
to (d) (“high net worth companies, unincorporated associations etc”) of the
Financial Promotion Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as “relevant
persons”). This announcement is 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.
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. Neither the Company nor any of the Managers have authorised, nor
do they authorise, the making of any offer of the securities through any
financial intermediary, other than offers made by the Managers which constitute
the final placement of the securities contemplated in this announcement. Neither
the Company nor any of the Managers have authorised, nor do they authorise, the
making of any offer of securities in circumstances in which an obligation arises
for the Company or any Managers to publish or supplement a prospectus for such
offer.
It may be unlawful to distribute this announcement in certain jurisdictions.
This announcement is not for distribution in Australia, Canada, the Hong Kong
special administrative region of the People’s Republic of China, Japan, South
Africa, the United States or to any other jurisdiction where such distribution
would be unlawful. The information in this announcement does not constitute an
offer of securities for sale in such jurisdictions.
The Managers and/or any of their affiliates or any of their respective
directors, officers, employees, advisers, agents or any other person(s) do not
accept any responsibility or liability whatsoever for, or make any
representation or warranty, express or implied, as to the accuracy, completeness
or fairness of the information or opinions in this announcement (or whether any
information has been omitted from this announcement) or any other information
relating the Company or associated companies. The Managers are acting
exclusively for the Company and no-one else in connection with the Rights Issue
and will not regard any other person as their client in relation to the Rights
Issue and will not be responsible to anyone other than the Company for providing
the protections afforded to their clients.
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 aforementioned prospectus. Copies of any
such prospectus is available from the Company’s registered office and, subject
to certain exceptions, on the website of the Company and the Managers.
Forward looking statements
This announcement includes forward-looking statements which include statements
regarding the Company’s business strategy, financial condition, profitability,
results of operations and market data, as well as other statements that are not
historical facts. Words such as “believe,” “anticipate,” “plan,” “expect,”
“target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should,”
“aim,” “continue,” “could,” “guidance,” “may,” “potential,” “will,” as well as
similar expressions and the negative of such expressions are intended to
identify forward-looking statements, but are not the exclusive means of
identifying these statements. By their nature, forward-looking statements are
subject to numerous factors, risks and uncertainties that could cause actual
outcomes and results to be materially different from those projected. Readers
are cautioned not to place undue reliance on these forward-looking statements.
Except for any ongoing obligation to disclose material information as required
by the applicable law, the Company does not have any intention or obligation to
publicly update or revise any forward-looking statements after it distributes
this announcement, whether to reflect any future events or circumstances or
otherwise.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Renate Birkeli, Investor
Relations at Targovax ASA on 4 November 2021 at 07:02 CET on behalf of the
Company.
Kilde
🥲:star_struck: