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Nordic Nanovector ASA - Contemplated private placement of new shares
Oslo, 19 January 2022. Nordic Nanovector ASA (OSE: NANOV) (“Nordic Nanovector”
or the “Company”), a clinical-stage biotech company focused on CD37-targeted
therapies for haematological cancers and immune diseases, announces an intention
to carry out a private placement of new shares (the “Offer Shares” and the
“Private Placement”) to raise gross proceeds of approximately NOK 250 million.
The final size of the Private Placement and the number of Offer Shares to be
issued is contemplated to be resolved by the Board of Directors of the Company
following a book building process. ABG Sundal Collier ASA, Carnegie AS and DNB
Markets, a part of DNB Bank ASA are acting as joint bookrunners (the “Joint
Bookrunners”) in connection with the Private Placement.
The net proceeds of the Private Placement will be used for the following
purposes:
·
· Preparation of activities required for the regulatory filing of
Betalutin[®] and pre-approval inspections
· Continue the preparatory activities for the confirmatory Phase 3 trial
including production of clinical material and preparation for market launch
· General corporate purposes
The proceeds from the Private Placement are expected to ensure financing past
the Company’s value inflection point targeted for H2’2022 (preliminary 3-month
data readout from PARADIGME) and for at least an additional three months into
2023 to enable the Company to maximize shareholder value from the PARADIGME
clinical trial.
The Private Placement will be directed towards Norwegian and international
institutional investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus or registration requirements.
The subscription price and allocation of shares in the Private Placement will be
determined through an accelerated book building process, but the discount is
expected to be somewhat wider than normal based on indications received in wall
-cross procedures. The book building period commences today at 16:30 CET and
will close at 08:00 CET on 20 January 2022. The book building may, at the
discretion of the Company and the Joint Bookrunners, close earlier or later and
may be cancelled at any time and consequently, the Company may refrain from
completing the Private Placement. If the book building is shortened or extended,
any other dates referred to herein may be amended accordingly. The Company
expects to announce the final number of Offer Shares placed and the final
subscription price in the Private Placement in a stock exchange announcement
expected to be published before the opening of trading on the Oslo Stock
Exchange tomorrow, 20 January 2022. Completion of the Private Placement is
subject to final approval by the Company’s Board of Directors (the “Board”).
The minimum subscription and allocation amount in the Private Placement will be
the NOK equivalent of EUR 100,000, provided that the Company may, at its sole
discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available.
Notification of allotment and payment instructions is expected to be sent to the
applicants on or about 20 January 2022 through a notification to be issued by
the Joint Bookrunners. The allocation will be determined at the end of the book
building period and final allocation will be made at the Board of Directors’
sole discretion, following advice from the Joint Bookrunners.
The Private Placement is contemplated to be carried out by (i) issuing up to
19,053,745 Offer Shares in the Company (equal to approx. 19.99% of the shares
outstanding) in a tranche of shares within the current board authorisation
granted by the Annual General Meeting on 28 April 2021, to be delivered to
investors on or about 21 January 2022, which will be tradeable on the Oslo Stock
Exchange after the share capital increase has been registered with the Norwegian
Register of Business Enterprises (“NRBE”), expected on 21 January 2022, and (ii)
issuing a number of additional Offer Shares (“Additional Offer Shares”), if any,
in excess of such amount in a separate tranche of new shares which will not be
delivered until approval of issuance of such Additional Offer Shares by the
extraordinary general meeting of the Company, and which will not be listed on
the Oslo Stock Exchange until the publication by the Company of a listing
prospectus.
The Offer Shares allocated in the Private Placement are expected to be settled
through a delivery versus payment transaction. The Offer Shares (other than any
Additional Offer Shares) will be tradable from registration of the share capital
increase in the NRBE, expected to be on or about 21 January 2022. The Joint
Bookrunners are expected to pre-fund the Offer Shares to facilitate a swift
registration of the share capital increase in the NRBE. The completion of the
Private Placement, including issue of Offer Shares is subject to (i) the
corporate resolutions of the Company required to implement the Private
Placement, including issue of the Offer Shares, being validly made, and (ii) the
share capital increase pertaining to the issuance of the allocated Offer Shares
being validly registered with the NRBE and the allocated Offer Shares being
validly issued and registered in the VPS. Items (i) and (ii) in the foregoing
are referred to as the “Conditions”. Further, the completion of the issuance and
delivery of any Additional Offer Shares, if applicable, is conditional upon the
approval of the EGM of the Company, expected to be held on or about 14 February
2022.
The Company has agreed with the Joint Bookrunners to a lock-up on future share
issuances for a period of 180 days from the closing date of the Private
Placement, subject to customary exceptions. The Company’s Board and Executive
Management have all agreed with the Joint Bookrunners to a lock-up on existing
shareholdings for a period of 365 days from the closing date, subject to
customary exceptions. In addition, the Company’s largest shareholder, HealthCap
VI L.P. has agreed with the Joint Bookrunners to a lock-up for a period of 90
days from the closing date, subject to customary exceptions.
The Board has considered alternative structures for the raising of new equity.
Following careful considerations, the Board is of the view that it will be in
the common interest of the Company and its shareholders to raise equity through
a private placement setting aside the pre-emptive rights of the shareholders. By
structuring the transaction as a private placement, the Company will be in a
position to raise capital in an efficient manner, with a lower discount to the
current trading price and with significantly lower risks compared to a rights
issue. In addition, the Private Placement is subject to marketing through a pre
-sounding and a publicly announced book building process. Accordingly, a market
based subscription price will be achieved.
The Company may, subject to completion of the Private Placement, consider to
conduct a subsequent share offering of new shares (the “Subsequent Offering”).
If carried out, the size and structure of the Subsequent Offering shall be in
line with market practice. Shareholders being allocated shares in the Private
Placement will not be eligible to participate in a Subsequent Offering. The
Company reserves the right in its sole discretion to not conduct or cancel the
Subsequent Offering.
The Company’s latest company update presentation is available at
www.nordicnanovector.com in the section: Investors & Media/Reports and
Presentation.
Advokatfirmaet Selmer AS is acting as legal advisor to the Company in connection
with the Private Placement and Advokatfirmaet Thommessen AS is acting as legal
advisor to the Joint Bookrunners in connection with the Private Placement.
For further information, please contact:
IR enquiries
Malene Brondberg, CFO
Cell: +44 7561 431 762
Email: ir@nordicnanovector.com
Media Enquiries
Mark Swallow/Frazer Hall/David Dible (Citigate Dewe Rogerson)
Tel: +44 203 926 8535
Email: nordicnanovector@citigatedewerogerson.com
About Nordic Nanovector
Nordic Nanovector is committed to develop and deliver innovative therapies to
patients to address major unmet medical needs. The Company aspires to become a
leader in the development of CD37-targeted therapies for haematological cancers
and immune diseases. Nordic Nanovector’s lead clinical-stage candidate is
Betalutin®, a novel CD37-targeting antibody-radionuclide-conjugate designed to
advance the treatment of non-Hodgkin’s lymphoma (NHL). NHL is an indication with
substantial unmet medical need, representing a growing market forecast to be
worth nearly USD 26 billion by 2028. Nordic Nanovector retains global marketing
rights to Betalutin® and intends to actively participate in the
commercialisation of Betalutin® in the US and other major markets.
Important Notices
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 U.S. Securities Act of 1933, as amended (the “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 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 Securities Act.
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 (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 of the Joint Bookrunners nor any of their respective 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 Joint
Bookrunners nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
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 Malene Brondberg, chief
financial officer at Nordic Nanovector ASA on 19 January 2022 at the CET time
stated in this announcement on behalf of the Company.
Kilde
