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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
17 November 2025: Reference is made to the stock exchange announcements
published by Oncoinvent ASA (the “Company”) on 30 June 2025 and 4 August 2025,
and subsequent announcements, regarding the contemplated fully underwritten
rights issue in the Company raising gross proceeds of NOK 130 million (the
“Rights Issue”).
Reference is further made to the stock exchange announcement of 28 October 2025
regarding the approval by the Financial Supervisory Authority of Norway (Nw.
Finanstilsynet) of the prospectus prepared by the Company (the “Prospectus”)for
(i) the listing on the Oslo Stock Exchange of 117,554,012 new shares in the
Company issued as consideration in the merger between Oncoinvent ASA and
BerGenBio ASA (the Merger Shares), (ii) the offer and listing on the Oslo Stock
Exchange of 260,000,000 offer shares in the Rights Issue (the “Offer Shares”)
and (iii) the listing on the Oslo Stock Exchange of 31,200,000 new shares to be
issued in connection with the settlement of the underwriting fee to the
underwriters in the Rights Issue (the Underwriting Commission Shares). Subject
to applicable local securities law, the Prospectus, including the subscription
form for the Rights Issue, is available at https://www.abgsc.com/transactions
and https://www.dnb.no/emisjoner.
The subscription period for the Rights Issue will commence today, 17 November
2025, at 09:00 hours (CET) and expire on 1 December 2025 at 16:30 hours (CET)
(the “Subscription Period”). The Subscription Rights (as defined below) will be
tradable on the Oslo Stock Exchange under the ticker code “ONCIT” from today, 17
November 2025, at 09:00 hours (CET) until 25 November 2025 at 16:30 hours (CET).
Allocation of Subscription Rights: Shareholders of the Company as of 11 November
2025 (and being registered as such in Euronext Securities Oslo, the Norwegian
Central Securities Depository (the “CSD”) as of 13 November 2025 pursuant to the
two days’ settlement procedure of the CSD (the “Record Date”, and such
shareholders, the “Existing Shareholders”)), have been granted tradable
subscription rights (the “Subscription Rights”) in the Rights Issue.
Each Existing Shareholder has been granted 1.65984504401679 Subscription Rights
for each existing share in the Company registered as held by the Existing
Shareholder as of the Record Date, rounded down to the nearest whole
Subscription Right. Each Subscription Right will, subject to applicable law,
give the right to subscribe for, and be allocated one (1) Offer Share at a
subscription price of NOK 0.50 per Offer Share (the “Subscription Price”).
Oversubscription (i.e. subscription for more Offer Shares than the number of
Subscription Rights held by the subscriber entitles the subscriber to be
allocated) and subscription without Subscription Rights will be permitted.
The allocation to, or acquisition of Subscription Rights by, and the
subscription of Offer Shares by, persons resident in, or who are citizens of
countries other than Norway, may be affected by the laws of the relevant
jurisdiction. For a further description of such restrictions, reference is made
to the introductory part on page (i)-(iv) of the Prospectus and Section 17
“Selling and Transfer Restrictions” of the Prospectus.
Subscription Rights: The Subscription Rights will be listed and tradable on the
Oslo Stock Exchange from 09:00 hours (CET) on 17 November 2025 to 16:30 hours
(CET) on 25 November 2025 under the ticker code “ONCIT”. The Subscription Rights
will hence only be tradable during a part of the Subscription Period.
Subscription Rights that are (i) not sold before 16:30 hours (CET) on 25
November 2025 or (ii) not used to subscribe for Offer Shares prior to expiry of
the Subscription Period on 1 December 2025 at 16:30 hours (CET) will lapse
without compensation to the holder, and thus be without value.
The Subscription Rights are expected to have an economic value if the Company’s
shares trade above the Subscription Price during the Subscription Period.
Existing Shareholders who do not exercise their Subscription Rights will
experience a dilution of their shareholding in the Company. See Section 7.8
“Subscription Rights” and 7.28 “Dilution” in the Prospectus for further
information.
The underwriting: A consortium of underwriters comprising certain large
shareholders in the Company and certain external underwriters (the
“Underwriters”) have, pursuant to, and subject to the terms and conditions of
the underwriting agreements between the Company and the Underwriters, undertaken
on a pro-rata basis (not jointly) to underwrite an aggregate subscription amount
in the Rights Issue of NOK 130 million. Consequently, the entire Rights Issue of
NOK 130 million is underwritten. The Underwriters’ underwriting commitment is
subject to certain customary conditions for such commitments as further
described in Section 7.23 “The Underwriting” of the Prospectus.
The payment date in the Rights Issue is 8 December 2025. Subject to the
extraordinary general meeting of the Company to be held on 5 December 2025
approving the required share capital reduction to reduce the nominal value of
the shares in the Company (as further described in section 7.4.3 of the
Prospectus) and any other required resolutions to complete the Rights Issue, and
the timely payment of the Offer Shares subscribed for and allocated, the
issuance and delivery of the Offer Shares is expected to be completed on or
about 10 December 2025. The Offer Shares are expected to commence trading on the
Oslo Stock Exchange on or about 10 December 2025.
ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA, are acting as
managers for the Rights Issue (the “Managers”).
For further information, please contact:
Oystein Soug, Chief Executive Officer
Email:(soug@oncoinvent.com)
This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.
About Oncoinvent
Oncoinvent is a clinical-stage biotechnology company developing novel
radiopharmaceutical therapies against cancer. The lead product candidate,
Radspherin®, uses the alpha-emitting radionuclide radium-224, directly targeting
micro-metastases in the peritoneum post-surgery, harnessing the benefits of
modern radiopharmaceuticals without the complexities of biological targeting.
Oncoinvent is investigating the safety and efficacy of Radspherin® in a clinical
development program in two indications. One Phase 1 trial and one Phase 1/2a
trial have been completed and one randomized Phase 2 trial in ovarian cancer is
currently ongoing in the US and Europe. Early clinical efficacy data are highly
encouraging, and no serious toxicity or safety concerns have been reported to
date. Oncoinvent runs a state-of-the-art manufacturing facility to produce drug
products for clinical trials in Nydalen, Oslo. Oncoinvent is listed on the Oslo
Stock Exchange.
About Radspherin®
Radspherin® is an innovative internal radiation therapy designed to directly
target microscopic metastases in the abdominal cavity following surgery.
Radspherin® is currently in development as a post-surgical treatment for
patients with cancer that has spread to the abdominal cavity - a group with very
limited treatment options today. The drug candidate offers a distinctly unique
therapeutic approach with several differentiating features, including the use of
radium-224, single-dose treatment with a sustained therapeutic effect, non
-systemic administration, direct targeting and an exceptional dose-to-tumor
ratio, maximizing efficacy while limiting harm to healthy tissue
IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. 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 securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”).
The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to “qualified institutional
buyers” as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by
means of the prospectus prepared by the Company in connection the Rights Issue,
as approved by the The Financial Supervisory Authority of Norway (Nw.
Finanstilsynet)on 28 October 2025 (the “Prospectus”). This announcement is an
advertisement and is not a prospectus for the purposes of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 on
prospectuses to be published when securities are offered to the public or
admitted to trading on a regulated market, and repealing Directive 2003/71/EC
(as amended) as implemented in any EEA Member State (the “Prospectus
Regulation”). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
Prospectus. Copies of the Prospectus is available from the Company’s registered
office and, subject to certain exceptions, on the website of the Managers.
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.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as “Relevant Persons”). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, 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 or to publications with a general circulation in the
United States of America.
The Managers are acting for the Company in connection with the Rights Issue 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 Rights Issue or any transaction or arrangement
referred to in this announcement. 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
“anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”,
“should”, “will” 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. 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. This announcement is made by and is the
responsibility of, the Company. Neither the Managers nor any of their 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 of the Company. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Managers nor any of their
respective affiliates accepts any liability arising from the use of this
announcement.
Kilde
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