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RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY
OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 24 June 2024: Reference is made to the previous stock exchange
announcements by Circio Holding ASA (the “Company”) regarding the rights issue
of between 3,658,000 new shares to 20,732,010 new shares in the Company (the
“Offer Shares”) to raise gross proceeds of up to approximately NOK 52 million
(the “Rights Issue”). In addition, the subscribers in the Rights Issue will be
allocated one warrant for every Offer Shares allocated to them and paid by them
in the Rights Issue (the “Warrants”). The Company will issue between 10,279,860
and 27,353,870 Warrants.
The subscription period in the Rights Issue will commence today, 24 June 2024.
Redeye AB is acting as manager for the Rights Issue (the “Manager”)
Allocation of Subscription Rights and Warrants:
The shareholders of the Company as of 19 June 2024 (and being registered as such
in Euronext Securities Oslo, the Norwegian Central Securities Depository, (the
“VPS”) as at the expiry of 21 June 2024 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).
The Existing Shareholder have been granted 1.945786612 Subscription Rights for
each existing share in the Company 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 at the Subscription
Price (see below). Over-subscription and subscription without Subscription
Rights are permitted.
The subscribers in the Rights Issue will be allocated one Warrant issued by the
Company for every Offer Share allocated to, and paid by, them in the Rights
Issue. Each Warrant will, subject to applicable law, give the right to subscribe
for one new share in the Company.
The grant or purchase of Subscription Rights and the subscription of Offer
Shares and Warrants by persons resident in, or who are citizens of countries
other than Norway or Sweden, may be affected by the laws of the relevant
jurisdiction. For a further description of such restrictions, reference is made
to the Section 12 “Selling and Transfer Restrictions” in the securities note
dated 18 June (the “Securities Note” and together with a registration document
supplement and summary, dated 18 June 2024, and a registration document approved
on 28 September 2023 and a registration document supplement approved on 8 March
2024 comprises the “Prospectus”). The Prospectus is, subject to applicable local
securities laws, available at the websites of the Company,
https://www.circio.com/en/rights-issue-2024/.
Subscription period:
The subscription period commences on 09:00 hours (CEST) on 24 June 2024 and
expires on 16:30 hours (CEST) on 8 July 2024.
Subscription Rights:
The Subscription Rights will be listed and tradable on Oslo Stock Exchange from
09:00 hours (CEST) on 24 June 2024 to 16:30 hours (CEST) on 8 July 2024 under
the ticker code “CRNAT”. 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 16:30 hours (CEST) on 8 July 2024 or not
sold before 16:30 (CEST) on 2 July 2024 will have no value and will lapse
without compensation to the holder.
The Subscription Rights are expected to have an 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. If Warrants are exercised, there
will be additional dilution. See Section 10.20 “Dilution” in the Securities Note
for a further description of such dilutive effect.
Warrants:
The subscribers in the Rights Issue will without cost to them be allocated one
Warrant issued by the Company for every Offer Share allocated to, and paid by,
them in the Rights Issue. Each Warrant will give the holder a right to subscribe
for one new share in the Company at an exercise price per share equal to the
higher of (i) the volume weighted average price quoted for trades in the Shares
of the Company the ten last trading days on the Oslo Stock Exchange prior to
commencement of the Exercise Period (as defined in below) with a deduction for a
discount of 30% and (ii) NOK 0.60.
The Warrants may be exercised in the period from 08:00 hours (CET) on 4 December
2024 to 16:30 hours (CET) on 18 December 2024 (the “Exercise Period”). Any
Warrants not exercised within 18 December 2024 will lapse without compensation.
The Company shall use reasonable efforts to seek to ensure that the Warrants are
admitted to trading on the Oslo Stock Exchange or Euronext Growth Oslo following
completion of the Rights Issue but there can be no assurance that such
admittance to trading will be obtained. Information concerning whether the
Warrants will be admitted to trading will be provided when such information is
available to the Company.
The Warrants are expected to have an economic value if the Company’s shares
trade above the exercise price during the subscription period.
Any Warrants not subscribed within the end of the subscription period will not
be allocated. Warrants not exercised before 16:30 hours (CEST) on 18 December
2024 or sold four trading days prior to 16:30 hours (CEST) on 18 December 2024
will lapse without compensation.
Subscription price:
NOK 2.50 per Offer Share.
No payment shall be made for the Warrants.
Subscription procedure:
Investors holding Subscription Rights 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 by following
the link:
En feil har oppstått
61016&TSted=07910&Sig=00ab13963964c58b9e4c00dd957bd2e0ee09ae9b866c769093ec5eccaae
eaf2con which will redirect the subscriber to the VPS online subscription
system).
Subscriptions for Offer Shares and Warrants can be made by completing the
subscription form (the “Subscription Form”) and submitting it to DNB Markets, a
part of DNB Bank ASA, Registrars Department (the “Receiving Agent”) at the
address or email address set out in the Securities Note and the Subscription
Form by 16:30 hours (CEST) on 8 July 2024. The Subscription Form can be found in
Appendix A in the Securities Note.
The Warrants will automatically be subscribed for through delivery of the
Subscription Form correctly completed or through online subscriptions prior to
the expiry of the Subscription Period (i.e. on 8 July 2024 at 16:30 hours
(CEST).
Conditions for completion of the Rights Issue:
The Rights Issue may be withdrawn or revoked, or the completion of the Rights
Issue may be delayed, if the aggregate minimum subscription amount for the Offer
Shares is not received by the Company on time or at all, including after the
commencement of the Subscription Period and trading in the Subscription Rights
has begun.
If the Rights Issue is withdrawn or revoked, 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.
Subject to applicable law, Existing Shareholders holding Shares through a
financial intermediary may instruct the financial intermediary to sell some or
all of their Subscription Rights, or to purchase additional Subscription Rights
on their behalf. See Section 12 “Selling and transfer restrictions” in the
Securities Note for a description of certain restrictions and prohibitions
applicable to the sale and purchase of Subscription Rights in certain
jurisdictions outside Norway or Sweden.
Existing Shareholders who hold their Shares through a financial intermediary and
who are Ineligible Shareholders will not be entitled to exercise their
Subscription Rights but may, subject to applicable law, instruct their financial
intermediary to sell their Subscription Rights transferred to the financial
intermediary. As described in Section 10.8 “Subscription Rights” of the
Securities Note, neither the Company nor the Receiving Agent will sell any
Subscription Rights transferred to financial intermediaries.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the minimum 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 19 July 2024 and that the Offer Shares will be delivered
to the VPS accounts of the subscribers to whom they are allocated on or about 22
July 2024.
The Offer Shares are expected to be tradable on Oslo Stock Exchange from and
including 22 July 2024.
The Warrants are expected to be registered with the Norwegian Register of
Business Enterprises on or about 22 July 2024 and to be delivered to the VPS
accounts of the subscribers to whom they are allocated on or about 22 July 2024.
For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@circio.com
Lubor Gaal, CFO
Phone: +34 683343811
Email: lubor.gaal@circio.com
About Circio Holding ASA
Building next generation RNA therapeutics
Circio Holding ASA is a biotechnology company developing novel circular RNA gene
therapies and immunotherapy medicines.
Circio has established a unique circular RNA (circRNA) platform for genetic
medicine. The proprietary circVec technology is based on a modular genetic
cassette design for efficient biogenesis of multifunctional circRNA from DNA and
viral vectors, which can be deployed in multiple disease settings. The circVec
platform has demonstrated enhanced and more durable protein expression than
classic mRNA vector systems, and has the potential to become the new gold
-standard for DNA and virus-based therapeutics in the future. The circRNA R&D
activities are being conducted by the wholly owned subsidiary Circio AB based at
the Karolinska Institute in Stockholm, Sweden.
In addition, Circio is developing a cancer vaccine, TG01, targeting KRAS driver
mutations. TG01 is currently being tested in three clinical trials: RAS-mutated
pancreatic cancer and lung and non-resectable pancreatic cancer in US, and
multiple myeloma in Norway. These studies are being run through academic
collaborative networks, supported by prestigious research grants from Innovation
Norway and the Norwegian Research Council, creating read-outs and future
optionality for the program at low cost to Circio.
This information is subject to disclosure under the Norwegian Securities Act
section 5-12 and the requirements of Oslo Børs’ Continuing Obligations.
This announcement is not and 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 a prospectus (the “Prospectus”) which will be prepared and which is
subject to the approval by the Norwegian Financial Supervisory Authority. 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 is made available on the Company’s website.
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.
Redeye AB is acting as manager (the “Manager”) 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 its 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 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 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 Manager nor any of its
affiliates accepts any liability arising from the use of this announcement.
Kilde
