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Oslo, Norway, 17 October 2019
Nordic Nanovector ASA (OSE: NANO) (“Nordic Nanovector” or the “Company”), a
biopharmaceutical company dedicated to extending and improving the lives of
patients with haematological cancers through the development and
commercialisation of innovative targeted therapeutics, announces the launch of a
private placement of new shares (the “Offer Shares”) representing up to
approximately 20% of the outstanding share capital of the Company at this date
(the “Private Placement”). DNB Markets and Jefferies International Limited are
acting as Joint Global Coordinators and joint bookrunners (the “Joint Global
Coordinators”), and ABG Sundal Collier ASA is acting as joint bookrunner
(together with the Joint Global Coordinators, the “Managers”) in connection with
the Private Placement.
Nordic Nanovector intends to use the net proceeds from the Private Placement for
the following purposes:
· Continued clinical development, (including completion of enrolment of the
PARADIGME study), and commercial preparation of Betalutin[®].
· Manufacturing development activities for Biological License Application
(BLA) readiness.
· General corporate purposes.
The subscription price and the number of shares to be issued in the Private
Placement will be determined through an accelerated bookbuilding process. The
bookbuilding period and the application period for the Private Placement
commence today at 16:30 hours CEST and will close at 08:00 hours (CEST) on 18
October 2019 (the “Application Period”). The Company and the Managers reserve
the right to close or extend the Application Period at any time and for any
reason. If the Application Period is shortened or extended, any other dates
referred to herein may be amended accordingly.
The Company’s largest shareholder, HealthCap VI L.P., has informed the Company
that it will participate in the Private Placement.
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. Allocation of the Offer Shares will be determined at the end of the
bookbuilding process, and the final allocation will be made by the Company’s
Board of Directors (the “Board”) at its sole discretion, following advice from
the Managers.
The Offer Shares will be issued based on an authorisation granted to the
Company’s Board at the Company’s annual general meeting on 25 April 2019 (the
“Authorisation”).
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 bookbuilding process. By this, a market based
subscription price will be achieved. The Company will also consider whether or
not to commence a repair offering towards the existing shareholders who did not
participate in the Private Placement.
The Private Placement will be directed towards Norwegian and international
investors, in each case subject to and in compliance with applicable exemptions
from relevant prospectus or registration requirements. Notification of allotment
and payment instructions is expected to be issued to the applicants on or about
18 October 2019 through a notification to be issued by the Managers.
The Private Placement is divided into two tranches:
. A number of Offer Shares corresponding to approximately 10% of the
Company’s share capital will be settled with existing and unencumbered shares in
the Company that are already listed on the Oslo Stock Exchange, pursuant to a
share lending agreement between DNB Markets (on behalf of the Managers), the
Company and HealthCap VI L.P., in order to facilitate delivery of listed shares
to investors on a delivery versus payment basis (the “Tranche 1 Offer Shares”).
The Tranche 1 Offer Shares will be tradable from allocation. The Managers will
settle the share loan with a corresponding number of new shares in the Company
to be issued by the Board pursuant to the Authorisation, on or about 24 October
2019.
. The Managers are expected to pre-fund the subscription price for the
rest of the Offer Shares (the “Tranche 2 Offer Shares”) to facilitate a swift
registration of the share capital increase in the Norwegian Register of Business
Enterprises (the “NRBE”). The Tranche 2 Offer Shares will be tradable from
registration of the share capital increase in the NBRE, expected to be on or
about 22 October 2019. Delivery of the Tranche 2 Offer Shares will be on a
delivery versus payment basis to the investors. The Tranche 2 Offer Shares will
be issued by the Board pursuant to the Authorisation.
The Company has agreed with the Managers to a lock-up on future share issuances
for a period of 180 days from the closing date, subject to customary exceptions.
The Company’s Board and Executive Management have all agreed with the Managers
to a lock-up on existing shareholdings for a period of 180 days from the closing
date, subject to customary exceptions. In addition, the Company’s largest
shareholder, HealthCap VI L.P. has agreed with the Managers to a lock-up for a
period of 90 days from the closing date, subject to customary exceptions.
The Company will 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 opening of trading on the Oslo Stock Exchange
tomorrow, 18 October 2019. Completion of the Private Placement is subject to
final approval by the Company’s Board.
Company update
The pivotal PARADIGME trial investigating Betalutin® in relapsed/refractory non
-Hodgkin’s lymphoma is now recruiting patients at 85 sites in 24 countries.
Despite a slower than expected start, PARADIGME is now recruiting in line with
the company’s expectations and in line with previous clinical trials in similar
patient populations; with 32 patients enrolled to-date, the company aims to
complete recruitment of the targeted 130 patients in H2 2020.
The company, working with the trial Contract Research Organisation (CRO), has
initiated a suite of actions to meet this enrolment target. Specific actions
include applying key learnings from high-recruiting sites, increased visits by
senior management, other site engagement programmes and intensified efforts to
raise the profile of PARADIGME and Betalutin® with key opinion leaders,
referrers and influencers.
Nordic Nanovector believes that these initiatives position PARADIGME strongly to
reach its key enrolment milestone of 130 patients in H2 2020.
For further information, please contact:
Eduardo Bravo, CEO
Cell: +34 609 481 091
Email: ebravo@nordicnanovector.com
Malene Brondberg, VP Investor Relations and Corporate Communications
Cell: +44 7561 431 762
Email: ir@nordicnanovector.com
International Media Enquiries
Mark Swallow/David Dible (Citigate Dewe Rogerson)
Tel: +44 207 638 9571
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 and advance cancer care. The
Company aspires to become a leader in the development of targeted therapies for
haematological cancers. 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 29 billion by 2026. Nordic Nanovector intends to retain
marketing rights and to actively participate in the commercialisation of
Betalutin® in core markets. Further information can be found at
www.nordicnanovector.com
This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Norwegian Securities Trading Act.
Important Notices
This document is not an offer to sell or a solicitation of offers to purchase or
subscribe for shares. 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 information contained herein shall not constitute an
offer to sell or the solicitation of an offer to buy, in any jurisdiction in
which such offer or solicitation would be unlawful absent registration, or an
exemption from registration or qualification under the securities laws of any
jurisdiction.
This document is not for publication or distribution in the United States of
America, Canada, Australia or Japan 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 of America or to U.S. persons (as defined in the U.S. Securities
Act of 1933, as amended (the “Securities Act”)) or to publications with a
general circulation in the United States of America. This document is not an
offer for sale of securities in the United States of America. The securities
referred to herein have not been and will not be registered under the Securities
Act, or the laws of any state, and may not be offered or sold in the United
States of America absent registration under or an exemption from registration
under the Securities Act. Nordic Nanovector does not intend to register any part
of the Private Placement in the United States of America.
There will be no public offering of the securities in the United States of
America. Any public offering in the United States of America would be made by
means of a prospectus containing detailed information about the company and
management, as well as financial statements.
The information contained herein does not constitute an offer of securities to
the public in the United Kingdom. No prospectus offering securities to the
public will be published in the United Kingdom. This document is only being
distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professionals falling within article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”) or (iii) high net worth entities, and other persons to whom it 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”). The
securities are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged in only
with, relevant persons.
Any person who is not a relevant person should not act or rely on this document
or any of its contents. Any offer of securities to the public that may be deemed
to be made pursuant to this communication in any member state of the European
Economic Area (each an “EEA Member State”) that has implemented Regulation
2017/1129 (the “Prospectus Regulation”) is only addressed to qualified investors
in that Member State within the meaning of the Prospectus Regulation.
The information contained in this document does not purport to be comprehensive.
None of the Managers, any of their respective subsidiary undertakings or
affiliates, or their respective directors, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for (whether in
contract, tort or otherwise) or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the information in this
document (or whether any information has been omitted from the document) or any
other information relating to the Company, its subsidiaries, affiliates or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of this document or its contents or otherwise arising in connection
therewith. The Managers disclaim any responsibility for any acts or omissions of
the Company, any of the Directors, or any other person in connection with the
Private Placement.
The Managers are acting for the Company in connection with the Private Placement
and no one else and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for providing
advice in relation to the Private Placement or any transaction or arrangement
referred to in this press release.
Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and © local implementing measures (together,
the “MiFID II Product Governance Requirements”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
“manufacturer” (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the securities described
in this press release have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II (the
“Target Market Assessment”). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the securities may decline and
investors could lose all or part of their investment; the securities offer no
guaranteed income and no capital protection; and an investment in the securities
is compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses that
may result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Transaction. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Managers will only approach investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the securities.
Each distributor is responsible for undertaking its own target market assessment
in respect of the securities and determining appropriate distribution channels.
This publication may contain specific forward-looking statements, e.g.
statements including terms like “believe”, “assume”, “expect”, “forecast”,
“project”, “may”, “could”, “might”, “will” or similar expressions. Such forward
-looking statements are subject to known and unknown risks, uncertainties and
other factors which may result in a substantial divergence between the actual
results, financial situation, development or performance of Nordic Nanovector
and those explicitly or implicitly presumed in these statements. Against the
background of these uncertainties, readers should not rely on forward-looking
statements. Nordic Nanovector assumes no responsibility to update forward
-looking statements or to adapt them to future events or developments.
Kilde
