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RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY
OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 2 July 2024: Reference is made to the stock exchange announcement
published by Circio Holding ASA (the “Company”) on 19 June 2024 regarding the
general meeting’s approval of the rights issue of between 3,658,000 new shares
to 20,732,010 new shares in the Company, at a subscription price of NOK 2.50 per
share (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 Share allocated to them and paid
by them in the Rights Issue (the “Warrants”) without cost. Further reference is
further made to the stock exchange announcement on 24 July 2024 regarding the
commencement of the subscription period for the Rights Issue.
The shareholders of the Company on 19 June 2024 (and being registered as such in
the Norwegian Central Securities Depository, Euronext Securities Oslo, as at the
expiry of 21 June 2024 (the “Record Date”) was granted 1.945786612 subscription
right (the “Subscription Rights”) for each share registered as held by the
shareholder as of the Record Date.
The trading period in the Subscription Rights in the Rights Issue with ticker
“CRNAT” will expire today, on 2 July 2024 at 16:30 hours (CEST).
The subscription period for the Rights Issue (the “Subscription Period”) expires
at 16:30 hours (CEST) on 8 July 2024. Subscription Rights that are not sold
before close of trading today, 2 July 2024 at 16:30 hours (CEST) or not used to
subscribe for Offer Shares before the expiry of the Subscription Period on 8
July 2024 at 16:30 hours (CEST) will have no value and will lapse without
compensation to the holder.
Subscribers who are Norwegian residents with a Norwegian personal identity
number (Nw.: fødselsnummer) are encouraged to subscribe for Offer Shares through
the VPS online subscription system by following this link:
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For more information, and the complete terms and conditions of the Rights Issue,
including the subscription form, please refer to the securities note approved on
18 June 2024 (the “Securities Note” and together with a registration document
supplement and summary, approved on 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/.
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 the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act 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.
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