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“UNITED STATES”), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, Norway, 27 April 2020: Reference is made to the stock exchange notice
earlier today where Photocure ASA (“Photocure” or the “Company”) announced the
launch of a private placement of new shares (“Offer Shares”) in the Company (the
“Private Placement”). The Company is pleased to announce that it has allocated
2,179,638 shares at a subscription price of NOK 65.50 per share, raising gross
proceeds of approximately NOK 143 million.
The subscription price was determined through an accelerated bookbuilding
process after close of trading on 27 April 2020. The Private Placement attracted
very strong interest from existing shareholders, as well as from new high
quality institutional investors. The Private Placement was multiple times
oversubscribed.
The Company intends to use the net proceeds from the Private Placement to
partially finance the acquisition of the Hexvix sales, marketing and
distribution rights from Ipsen Pharma SAS.
The share capital increase of the Private Placement was resolved by the Board of
Directors of the Company (the “Board”) on 27 April 2020 pursuant to an
authorization granted by the Company’s general meeting held 9 May 2019.
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 on 28 April 2020.
The Offer Shares will be pre-funded by the Managers to facilitate a swift
registration of the share capital increase in the Norwegian Register of Business
Enterprises (the “NRBE”) and delivery of the Offer Shares on a delivery versus
payment basis to the subscribers on or about 30 April 2020. The first day of
trading is expected to be on or about 29 April 2020, but not prior to the share
capital being registered in the NRBE, or prior to announcement by the Company.
Following registration of the new share capital pertaining to the Private
Placement, the Company will have a share capital of NOK 11,988,012.50 divided
into 23,976,025 shares, each with a par value of NOK 0.50.
ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA acted as Joint
Bookrunners (collectively referred to as the “Managers”) in the Private
Placement. Advokatfirmaet Selmer AS is acting as legal adviser to Photocure ASA.
For further information, please contact:
Dan Schneider
President and CEO
Photocure ASA
Tel: + 1-609 759-6515
Email: ds@photocure.com
Erik Dahl
Chief Financial Officer
Tel: +47 450 55 000
Email: ed@photocure.no
About Photocure ASA
Photocure, The Bladder Cancer Company, delivers transformative solutions to
improve the lives of bladder cancer patients. Our unique technology, which makes
cancer cells glow bright pink, has led to better health outcomes for patients
worldwide. Photocure is headquartered in Oslo, Norway, and listed on the Oslo
Stock Exchange (OSE: PHO). The US headquarters for Photocure Inc., are in
Princeton, New Jersey. For more information, please visit us at
www.photocure.com, www.hexvix.com or www.cysview.com
Important information
This announcement does not constitute or form a part of any 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. The distribution of this
announcement and other information may be restricted by law in certain
jurisdictions. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Persons into whose
possession this announcement or such other information should come are required
to inform themselves about and to observe any such restrictions.
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.
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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression “EU
Prospectus Regulation” means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any 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.
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Offering.
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 Company’s
shares.
Each distributor is responsible for undertaking its own Target Market Assessment
in respect of the Company’s shares and determining appropriate distribution
channels.
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.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company’s services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company’s
ability to attract, retain and motivate qualified personnel, changes in the
Company’s ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. 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 Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
document. Current market conditions are affected by the COVID-19 virus outbreak.
The development in both Photocure’s operations as well as relevant financial
markets in general may affected by government measures to mitigate the effect of
the virus, reduction in activity, unavailable financial markets and other. See
OSE notification of 7 April 2020 for an in-depth analysis of risk and effects of
the COVID-19 situation.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. Each of the Company, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any statement contained in this announcement whether as a result of new
information, future developments or otherwise.
This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company 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 advice in relation to the contents
of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective 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. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Kilde
