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CONTAINED HEREIN
Oslo, Norway, 22 March 2021
Reference is made to the stock exchange announcement from Nordic Nanovector ASA
(“Nordic Nanovector” or the “Company”) published on 23 February 2021 regarding
the successfully completed private placement raising approximately NOK 361
million in gross proceeds by issuance of 15,878,122 new shares (the “Private
Placement”), as well as the stock exchange announcement published on the same
day with key information about the contemplated repair offering of up to
2,699,280 additional new shares, each with a nominal value of NOK 0.20, at a
subscription price of NOK 22.75 per share (the “Repair Offering”).
Reference is further made to the extraordinary general meeting in the Company
held on 22 March 2021, resolving to grant an authorisation to the Company’s
Board of Directors to carry out the Repair Offering. Pursuant to the
authorisation, the Company’s Board of Directors has today resolved to increase
the share capital by minimum NOK 0.20 and maximum NOK 539,856, by issuance of
minimum 1 and maximum 2,699,280 new shares (the “Offer Shares”) at a
subscription price of NOK 22.75 in connection with the Repair Offering.
Key terms of the Repair Offering:
-
The Company’s existing shareholders as of 23 February 2021 (as registered in
the Norwegian Central Depository (VPS) on 25 February 2021) who (i) were not
allocated shares in the Private Placement, and (ii) who are not resident in a
jurisdiction where such offering would be unlawful, or for jurisdictions other
than Norway, would require any filing, registration or similar action (the
“Eligible Shareholders”), will be granted non-transferable subscription rights
that give a preferential right to subscribe for and be allocated Offer Shares.
The shareholders’ preferential right to subscribe for the Offer Shares will thus
be deviated from.
-
Each Eligible Shareholder will receive 0.047970 non-transferable subscription
rights for each share registered on such Eligible Shareholder in the Company’s
shareholder register in the VPS as of 25 February 2021 (the “Subscription
Rights”). The number of Subscription Rights granted to each Eligible Shareholder
will be rounded down to the nearest whole Subscription Right. Each Subscription
Right will, subject to the applicable securities laws, give the right to
subscribe for and be allocated one (1) new Offer Share. Over-subscription is
permitted. Subscription without Subscription Rights is not permitted.
-
The subscription price in the Repair Offering is NOK 22.75 per Offer Share,
being the same as the subscription price in the Private Placement (the
“Subscription Price”).
-
The subscription period in the Repair Offering will commence at 09:00 hours
(CET) on 25 March 2021 and expire at 16:30 hours (CET) on 9 April 2021 (the
“Subscription Period”). The Subscription Period may not be shortened, but the
board of directors may extend the subscription period if this is required by law
due to the publication of a supplement prospectus.
-
The Subscription Rights are expected to have an economic value if the
Company’s shares trade above the Subscription Price during the Subscription
Period.
-
The Subscription Rights must be used to subscribe for Offer Shares before the
expiry of the Subscription Period on 9 April 2021 at 16:30 hours (CET).
Subscription Rights that are not exercised before 16:30 hours (CET) on 9 April
2021 will have no value and will lapse without compensation to the holder.
-
Allocation of the Offer Shares is expected to take place on or about 12 April
-
- The payment for the Offer Shares allocated to a subscriber falls due on or
about 14 April 2021.
Additional information on the Repair Offering and instructions regarding the
procedures for subscription will be included in the prospectus, which is
contemplated to be approved and published on 22 March 2021.
Subject to timely payment of the entire subscription amount in the Repair
Offering and no extension of the Subscription Period, the Company expects that
the share capital increase pertaining to the Repair Offering will be registered
with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) on
or about 19 April 2021 and that the Offer Shares will be delivered to the VPS
accounts of the subscribers to whom they are allocated on or about 20 April
2021.
ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA, is
acting as managers for the Private Placement and Repair Offering (the
“Managers”). Advokatfirmaet Selmer AS is acting as legal advisor to the Company.
Legal mumbo jumbo
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