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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE.
Reference is made to the previous stock exchange announcements from Targovax ASA
(the “Company”) regarding the rights issue of 101,744,186 new shares in the
Company (the “Offer Shares”), raising gross proceeds of approximately NOK 175
million (the “Rights Issue”). The subscription period will commence today.
Carnegie AS and DNB Markets, a part of DNB Bank ASA, are acting as managers for
the Rights Issue (the “Managers”).
Allocation of subscription rights:
The shareholders of the Company as of 25 November 2021 (and being registered as
such in the Norwegian Central Securities Depository (the “VPS”) as at the expiry
of 29 November 2021 pursuant to the two days’ settlement procedure of VPS (the
“Record Date”)) (the “Existing Shareholders”), have been granted subscription
rights (the “Subscription Rights”) in the Rights Issue that provide preferential
rights to subscribe for, and be allocated, Offer Shares at the Subscription
Price (as set out below).
Each Existing Shareholder have been granted 1.175114 Subscription Rights for
each existing share registered as held by the Existing Shareholder at the Record
Date, rounded down to the nearest whole Subscription Right. Each whole
Subscription Right will, subject to applicable law, give the right to subscribe
for, and be allocated, one Offer Share. Over-subscription and subscription
without Subscription Rights are permitted. The grant or purchase of Subscription
Rights and the subscription of Offer Shares by persons resident in, or who are
citizens of countries other than Norway, may be affected by the laws of the
relevant jurisdiction. For a further description of such restrictions, reference
is made to Section 12 “Selling and Transfer Restrictions” in the securities note
dated 29 November 2021 (the “Securities Note”, which together with the
registration document of the same date comprises the “Prospectus”). The
Prospectus is, subject to applicable local securities laws, available at the
websites of the Company
(www.targovax.com (https://www.targovax.com/en/section/investors
-media/prospectus/)), Carnegie AS (www.carnegie.no/ongoing-prospectuses-and
-offerings/) and DNB Markets, a part of DNB Bank ASA (www.dnb.no/emisjoner).
Subscription period:
The subscription period commences today on 30 November 2021 and expires on 14
December 2021 at 16:30 CET.
Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange
from 30 November 2021 to 16:30 hours CET on 10 December 2021 under the ticker
code “TRVXT”. The Subscription Rights will hence only be tradable during a part
of the subscription period.
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the subscription period on 14 December 2021 at 16:30 CET or sold
before 16:30 CET on 10 December 2021 will have no value and will lapse without
compensation to the holder.
The Subscription Rights are expected to have economic value if the Company’s
shares trade above the Subscription Price during the subscription period.
Existing Shareholders who do not use their Subscription Rights will experience a
dilution of their shareholding in the Company, see Section 11.20 “Dilution” in
the Securities Note.
Subscription price:
NOK 1.72 per Offer Share
Subscription procedure:
In order to subscribe for Offer Shares, investors holding Subscription Rights
need to complete the subscription form and submit it to one of the Managers at
the address or email address as set out in the Prospectus and subscription form
by 16:30 hours (CET) on 14 December 2021.
Subscribers who are Norwegian residents with a Norwegian personal identification
number who wish to subscribe for Offer Shares are encouraged to do so through
the VPS online subscription system (or by following the link on
www.carnegie.no/ongoing-prospectuses-and-offerings/ or www.dnb.no/emisjoner
which will redirect the subscriber to the VPS online subscription system).
The underwriting:
The Rights Issue is underwritten by certain new and existing shareholders of the
Company (the “Underwriters”), in accordance with an underwriting agreement dated
3 November 2021 (the “Underwriting Agreement”). Pursuant to, and subject to, the
terms and conditions set out in the Underwriting Agreement, the Underwriters
have undertaken to guarantee on a pro-rata basis (not jointly) to subscribe for
the Offer Shares in the Rights Issue, with a total underwritten amount of
approximately NOK 166.9 million. Further, AP4 (The Fourth Swedish National
Pension Fund) has indicated a pro rata subscription in the Rights Issue,
bringing the total underwritten and pre-subscribed amount to approximately NOK
175 million.
The Offer 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 Company may terminate the Underwriting Agreement in its sole discretion at
any time prior to the registration of the share capital increase pertaining to
the Rights Issue with the Norwegian Register of Business Enterprises. Prior to
that date, the Underwriters may terminate the Underwriting Agreement in the
event that the Company is in material breach of the Underwriting Agreement. The
Underwriters’ obligations expire in the event that they have not been notified
of any allotment under the Underwriting Agreement within 15 January 2022. In
such event, the Rights Issue will be withdrawn unless it is fully subscribed.
See Section 11.3 “Conditions for completion of the Rights Issue” for a
description of the consequences of a withdrawal of the Rights Issue.
If the Rights Issue is withdrawn, all Subscription Rights will lapse without
value, any subscriptions for, and allocations of, Offer Shares that have been
made will be disregarded and any payments for Offer Shares made will be returned
to the subscribers without interest or any other compensation. The lapsing of
Subscription Rights shall be without prejudice to the validity of any trades in
Subscription Rights, and investors will not receive any refund or compensation
in respect of Subscription Rights purchased in the market.
Financial intermediaries:
If an Existing Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Existing Shareholder details of the aggregate number of
Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each Existing Shareholder with this
information in accordance with its usual customer relations procedures. Existing
Shareholders holding their shares in the Company through a financial
intermediary should contact the financial intermediary if they have received no
information with respect to the Rights Issue.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the entire subscription amount in the Rights Issue,
the Company expects that the share capital increase pertaining to the Rights
Issue will be registered with the Norwegian Register of Business Enterprises on
or about 21 December 2021 and that the Offer Shares will be delivered to the VPS
accounts of the subscribers to whom they are allocated on or about the next day.
The Offer Shares are expected to be tradable on the Oslo Stock Exchange from and
including 22 December 2021.
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 the 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. Copies of the Prospectus are
available from the Company’s registered office and, subject to certain
exceptions, on the websites of the Company and the Managers at www.targovax.com,
www.carnegie.no/ongoing-prospectuses-and-offerings and www.dnb.no/emisjoner.
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 published in accordance with the requirements of the
Continuing Obligations.
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