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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcement made by Circio Holding
ASA (the “Company”) on 15 September 2026, where the Company announced the
allocation of 16,865,000 new shares in the Company (the “Offer Shares”)
raising gross proceeds of approximately NOK 200 million (the “Private
Placement”), and a potential subsequent offering of up to 16,865,000 new
shares raising gross proceeds of up to approximately NOK 200 million at the
same subscription price as in the Private Placement (the “Subsequent
Offering”).
The Subsequent Offering will, subject to applicable securities law, be
directed towards existing shareholders in the Company as of 14 September 2026,
as registered in the Company’s register of shareholders with Euronext
Securities Oslo two trading days thereafter, who (i) were not included in the
pre-sounding phase of the Private Placement, (ii) were not allocated Offer
Shares in the Private Placement, and (iii) are not resident in a jurisdiction
where such offering would be unlawful or, would (in jurisdictions other than
Norway) require any prospectus, filing, registration or similar action.
The following key information is provided with respect to the Subsequent
Offering:
Date on which the terms and conditions of the Subsequent Offering were
announced: 15 September 2026
Last day including right: 14 September 2026
Ex-date: 15 September 2026
Record date: 16 September 2026
Date of approval: 14 September 2026 (date of board meeting)
Maximum number of new shares: 16,865,000
Subscription price: NOK 11.80 per share
Shall the rights be listed: No
Other information: The Subsequent Offering is subject to the publication of a
EU prospectus and the prevailing market price of the Company’s shares together
with the corresponding trading volume following the Private Placement. The
Board may decide that the Subsequent Offering will not be carried out in the
event that the Company’s shares trade below the Subscription Price at
sufficient volumes. The Company reserves the right in its sole discretion to
not conduct or to cancel the Subsequent Offering and will, if and when finally
resolved, issue a separate stock exchange notice with further details on the
Subsequent Offering.
This information is published in accordance with the requirements of the
Continuing Obligations.
For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@circio.com
Lubor Gaal, CFO
Phone: +34 683 34 3811
Email: lubor.gaal@circio.com
About Circio
Building circular RNA expression systems for enhanced gene and cell therapies
Circio Holding ASA is a biotechnology company developing novel circular RNA
expression technology for gene and cell therapy.
Circio has established a unique circular RNA (circRNA) vector expression
technology for next generation RNA, DNA and viral therapeutics. The
proprietary circVec platform is based on a modular genetic construct designed
for efficient biogenesis of multifunctional circRNA inside target cells. The
circVec platform has applications in multiple therapeutic settings, including
genetic medicine, cell therapy and chronic disease. It has demonstrated
75-fold increased RNA half-life and up to 60-fold enhanced protein expression
vs. conventional mRNA-based viral and non-viral vector systems, with the
potential to become a new gold-standard gene expression technology. The
circVec R&D activities are being conducted by the wholly owned subsidiary
Circio AB in Stockholm, Sweden.
– IMPORTANT INFORMATION –
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Copies of this announcement are not being made
and may not be distributed or sent into any jurisdiction in which such
distribution would be unlawful or would require registration or other
measures. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the US Securities Act, and accordingly may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the US Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the offering or their securities in the United States or to
conduct a public offering of securities in the United States. Any sale in the
United States of the securities mentioned in this announcement will be made
solely to “qualified institutional buyers” as defined in Rule 144A under the
US Securities Act and “major U.S. institutional investors” as defined in Rule
15a-6 under the United States Exchange Act of 1934.
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. The expression
“Prospectus Regulation” means Regulation 2017/1129, as amended, together with
any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at
persons in the United Kingdom that are “qualified investors” as defined in
paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading
Regulations 2024, and who are (i) 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) high net worth
entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as “relevant persons”). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only for 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 “believe”, “expect”,
“anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”,
“should” 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.
Actual events may differ significantly from any anticipated development due to
a number of factors, including without limitation, changes in investment
levels and need for the Company’s services, changes in the general economic,
political and market conditions in the markets in which the Company operate,
the Company’s ability to attract, retain and motivate qualified personnel,
changes in the Company’s ability to engage in commercially acceptable
acquisitions and strategic investments, and changes in laws and regulation and
the potential impact of legal proceedings and actions. 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 Company does not provide any
guarantees that the assumptions underlying the forward-looking statements in
this announcement are free from errors nor does it accept any responsibility
for the future accuracy of the opinions expressed in this announcement or any
obligation to update or revise the statements in this announcement to reflect
subsequent events. You should not place undue reliance on the forward-looking
statements in this document.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking
statements to reflect events that occur or circumstances that arise in
relation to the content of this announcement.
Neither the Manager nor any of its 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 in the Company.
Neither the Manager nor any of its affiliates accepts any liability arising
from the use of this announcement.
Kilde
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