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Oslo, Norway, 23 February 2021
Reference is made to the stock exchange release from 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, published on 23 February 2021 regarding the contemplated private
placement of new shares in the Company.
The Company announces today that it has raised approximately NOK 361 million
(equivalent to approximately USD 42.5 million) in gross proceeds through a
private placement (the “Private Placement”) of 15,878,122 new shares (the “Offer
Shares”). The Private Placement was completed at a subscription price of NOK
22.75 per share, which was determined through an accelerated book-building
process.
Nordic Nanovector intends to use the net proceeds from the Private Placement for
the following purposes:
· Conduct Pharmacokinetics (PK) studies and execute CMC activities required
for the regulatory filing.
· Initiate the preparatory activities for the confirmatory phase 3 trial and
preparation of market launch.
· General corporate purposes.
Nordic Nanovector is targeting the preliminary readout of three-month top line
data from its pivotal PARADIGME trial with Betalutin® in H2’2021, a key value
inflection point. The proceeds from the Private Placement are expected to
finance the Company to the end of H1’2022, providing an additional at least six
months funding to enable the Company to maximize shareholder value from the
PARADIGME clinical trial.
The Private Placement and the issuance of the Offer Shares was resolved by the
Company’s Board of Directors (the “Board”) at a Board meeting held on 23
February 2021, based on the authorisation granted to the Board at the Company’s
extraordinary general meeting on 21 October 2020 (the “Authorisation”).
Notification of allotment of the Offer Shares and payment instructions is
expected to be sent to the applicants through a notification from the Managers
on 24 February 2021.
The Offer Shares will be tradable from registration of the share capital
increase in the Norwegian Register of Business Enterprises (the “NRBE”) expected
on or about 25 February 2021, and the Managers are expected to pre-fund the
Offer Shares to facilitate a swift registration. The Offer Shares will be
delivered to the subscribers on a delivery versus payment basis on, subject to
registration of the share capital increase with the NRBE on or about 26 February
2021.
Following registration of the new share capital pertaining to the Private
Placement in the NRBE, the Company will have an issued share capital of NOK
19,053,746.80, divided into 95,268,734 shares, each with a par value of NOK
0.20.
Completion of the Private Placement implies a deviation from the existing
shareholders’ pre-emptive rights to subscribe for and be allocated new shares.
The Board has carefully considered such deviation and has resolved that the
Private Placement is in the best interests of the Company and its shareholders.
In reaching this conclusion the Board has among other things considered the
necessity for the Company to realize its communicated targets in line with its
approved strategy. The Board will consider carrying out a repair offering of up
to 2,699,280 new shares at the same subscription price as the Offer Shares
towards shareholders in the Company as of 23 February 2021, as registered in the
VPS on 25 February 2021, who were not allocated Offer Shares in the Private
Placement and who 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. If the Board resolves to
carry out a repair offering, this will be resolved at an extraordinary general
meeting expected to be held on or about 22 March 2021. There can be no assurance
that the general meeting of the Company will resolve a repair offering.
HealthCap VI L.P., a shareholder to whom the board member Per Samuelsson is
associated, was allocated 226,835 shares in the Private Placement. Subject to
completion of the Private Placement, it will hold a total of 6,834,095 shares,
corresponding to 7.17% of the issued share capital after completion of the
Private Placement:
The following primary insiders were allocated shares in the Private Placement:
· Jan Egberts, Chairman of the board, was allocated 22,697 shares in the
Private Placement. Subject to completion of the Private Placement he will hold a
total of 29,046 shares, corresponding to 0.030% of the issued share capital
after completion of the Private Placement. Jan Egberts also holds 16,607 RSUs.
· Lars Nieba, interim CEO, was allocated 6,190 shares in the Private
Placement. Subject to completion of the Private Placement he will hold a total
of 15,713 shares, corresponding to 0.016% of the issued share capital after
completion of the Private Placement. Lars Nieba also holds 110,000 PSUs.
· Malene Brondberg, CFO, was allocated 4,392 shares in the Private Placement.
Subject to completion of the Private Placement she will hold a total of 21,196
shares, corresponding to 0.022% of the issued share capital after completion of
the Private Placement. Malene Brondberg also holds 85,000 PSUs.
· Marco Renoldi, COO, was allocated 6,190 shares in the Private Placement.
Subject to completion of the Private Placement he will hold a total of 92,888
shares, corresponding to 0.098% of the issued share capital after completion of
the Private Placement. Marco Renoldi also holds 95,000 PSUs and 464,137 options.
The Company’s latest company update presentation is available at
www.nordicnanovector.com in the section: Investors & Media/Reports and
Presentation.
ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA
acted as Joint Global Coordinators and Joint Bookrunners (collectively referred
to as the “Managers”) in connection with the Private Placement. Advokatfirmaet
Selmer AS is acting as legal advisor to Nordic Nanovector.
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 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 retains global marketing
rights to Betalutin® and intends to actively participate in the
commercialisation of Betalutin® in the US and other major markets.
Further information can be found at www.nordicnanovector.com.
This information is subject to a duty of disclosure pursuant to Sections 4-2 and
5-12 of the 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 has not been made and will not be made any 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.
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