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Oslo, Norway, 18 October 2019
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 17 October 2019 regarding the contemplated private
placement of new shares in the Company.
The Company announces today that it has raised NOK 242,525,624 (equivalent to
approximately USD 26.4 million) in gross proceeds through a private placement
(the “Private Placement”) of 11,023,892 new shares (the “New Shares”). The
Private Placement was completed at a subscription price of NOK 22.00 per share,
which was determined through an accelerated book-building process.
DNB Markets and Jefferies International Limited acted as joint global
coordinators and joint bookrunners (the “Joint Global Coordinators”), and ABG
Sundal Collier ASA acted as joint bookrunner (together with the Joint Global
Coordinators, the “Managers”) in connection with the Private Placement. The
Private Placement, which was oversubscribed, attracted strong interest from both
existing shareholders and new institutional investors, Norwegian as well as
international.
Nordic Nanovector intends to use the net proceeds of 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 Private Placement and the issuance of the new shares was resolved by the
Company’s Board of Directors (the “Board”) at a Board meeting held on 18 October
2019, based on the authorisation granted to the Board at the Company’s annual
general meeting on 25 April 2019 (the “Authorisation”).
Notification of allotment of the new shares in the Private Placement and payment
instructions will be sent to the applicants through a notification from the
Managers. The Private Placement has been divided into the following two
tranches:
. 5,511,946 New Shares 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 (the “Tranche 1 Shares”). The
Tranche 1 Shares will be delivered to the subscribers, by way of the borrowed
shares on a delivery versus payment basis on 22 October 2019. The Tranche 1
Shares delivered to the subscribers will be tradable from allocation. The
Managers will settle the share loan on or about 24 October 2019 with a
corresponding number of new shares in the Company the Board has resolved to
issue pursuant to the Authorisation.
. 5,511,946 New Shares will be pre-funded by the Managers (the “Tranche 2
Shares”) to facilitate a swift registration of the share capital increase in the
Norwegian Register of Business Enterprises (the “NRBE”) and delivery of the
Tranche 2 Shares on a delivery versus payment basis to the subscribers on or
about 24 October 2019. The Board has resolved to issue the Tranche 2 Shares
pursuant to the abovementioned Authorisation, and the Tranche 2 Shares will be
tradeable on the Oslo Stock Exchange after the share capital increase pertaining
to the Tranche 2 Shares has been registered in the NRBE on or about 22 October
2019.
Following registration of the new share capital pertaining to the Private
Placement (including both the Tranche 1 Shares and the Tranche 2 Shares) in the
NRBE, the Company will have an issued share capital of NOK 13,228,672.60,
divided into 66,143,363 shares, each with a par value of NOK 0.20. The share
capital increase pertaining to the Tranche 1 Shares is expected to be registered
on or about 24 October 2019. The share capital increase pertaining to the
Tranche 2 Shares is expected to be registered on or about 22 October 2019.
The Board will consider carrying out a repair offering of up to 2,204,778 new
shares at a subscription price of NOK 22.00 per share towards shareholders in
the Company as of 17 October 2019, as registered in the VPS on 21 October 2019,
who were not allocated New 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, the
Company will call for an extraordinary general meeting to approve such repair
offering. There can be no assurance that an extraordinary general meeting of the
Company will resolve a repair offering.
The following primary insiders were allocated shares in the Private Placement:
HealthCap VI L.P., a shareholder to whom one of the members of the Company’s
board of directors is associated, was allocated 454,545 shares in the Private
Placement. Subject to completion of the Private Placement, it will hold a total
of 6,165,378 shares, corresponding to 9.32 % of the issued share capital after
completion of the Private Placement.
Eduardo Bravo, CEO of the Company, was allocated 46,313 shares in the Private
Placement. Subject to completion of the Private Placement he will hold a total
of 72,187 shares, corresponding to 0.11 % of the issued share capital after
completion of the Private Placement. Eduardo Bravo also holds 300,000 PSUs.
The Company’s latest investor presentation is available at
www.nordicnanovector.com in the section: Investors & Media/Reports and
Presentation/2019.
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 Sections 4-2, 4
-3 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 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
