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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, 24 June 2020: Photocure ASA (“Photocure” or the “Company”) has
retained ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA as Joint
Bookrunners (collectively referred to as the “Managers”) to advise on and effect
a contemplated private placement directed towards Norwegian and international
investors, subject to and in compliance with applicable exemptions from relevant
prospectus or registration requirements (the “Private Placement”). The Company
is contemplating to issue up to 2,500,000 new shares in the Company (the “Offer
Shares”) corresponding to approximately 10% of the current outstanding shares in
the Company, of which 98,300 Offer Shares will be issued and sold following
exercise of fully vested employee options.
The Company intends to use the net proceeds from the Private Placement (i.e. net
of transaction costs and employer’s contributions triggered by the option
exercise) to i) create and scale up a world-class marketing, sales, and
distribution infrastructure after transfer of the business previously owned and
managed by Ipsen; ii) finance growth and working capital, including expansion in
underserved countries and new geographies currently not served by Photocure or
Ipsen; iii) explore new product opportunities / development, and new geographies
for Hexvix/Cysview to expand and secure its market position; and iv) general
corporate purposes.
In addition to the contemplated Private Placement, the Company has agreed a
three-year term loan with Nordea, secured under the State Guarantee Scheme to
further strengthen the financing of the abovementioned use of proceeds.
As communicated in connection with the first quarter 2020 reporting, Photocure
experienced near term temporary pressure on revenue due to COVID-19 impact. The
Company has seen a rebound over recent weeks building comfort on the expectation
of steady return to growth in second half 2020. Photocure has implemented strict
cost control in line with the activity level in second quarter 2020. The 2023
group guidance remains firm on group revenue ambitions in the range of NOK 1
billion with EBITDA margins of approximately 40%.
The subscription price and the number of Offer Shares to be issued in the
Private Placement will be determined by the board of directors of the Company
(the “Board”) following an accelerated bookbuilding process. The application
period for the Private Placement will commence on 24 June 2020 at 16:30 hours
CEST and is expected to close on 25 June 2020 at 08:00 hours CEST. The Company,
after consultation with the Managers, reserves the right to at any time and in
its sole discretion resolve to close or to extend the application period or to
cancel the Private Placement in its entirety without further notice. If the
Application Period is shortened or extended, any other dates referred to herein
may be amended accordingly.
The minimum subscription and allocation amount in the Private Placement will be
the NOK equivalent of EUR 100,000, provided that the Company may, at its sole
discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available.
The allocation will be made at the sole discretion of the Board after input from
the Managers. Allocation will be based on criteria such as (but not limited to),
existing ownership in the Company, timeliness of the application, price
leadership, relative order size, sector knowledge, investment history, perceived
investor quality and investment horizon. Primary insiders will be allocated a
number of Offer Shares needed to meet the required acquisition of shares
pursuant to the option program as set out below. The Board may, at its sole
discretion, reject and/or reduce any applications. There is no guarantee that
any applicant will be allocated Offer Shares.
The Offer Shares will be issued based on a Board authorization granted by the
Company’s annual general meeting held on 10 June 2020. The Managers are expected
to pre-fund the subscription price for the Offer Shares to facilitate a swift
registration of the share capital in the Norwegian Register of Business
Enterprises (“NRBE”). The Offer Shares will be tradeable from the registration
of the share capital increase in the NRBE. Delivery of the Offer Shares will be
on a delivery versus payment basis to the investors.
The Company will announce the results of the Private Placement in a stock
exchange announcement expected to be published before opening of markets
tomorrow, 25 June 2020. Completion of the Private Placement is subject to final
approval by the Board.
The Board of Directors has considered the Private Placement in light of the
equal treatment obligations under the Norwegian Securities Trading Act and Oslo
Børs’ Circular no. 2/2014, and is of the opinion that the proposed Private
Placement is in compliance with these requirements. The Board has considered
alternative structures for the raising of new equity. Following careful
considerations, the Board is of the view that it will be in the common interest
of the Company and its shareholders to raise equity through a private placement
setting aside the pre-emptive rights of the shareholders. By structuring the
transaction as a private placement, the Company expects to be in a position to
complete the share issue in today’s market conditions in an efficient manner. It
also gives the Company the possibility of raising equity with a lower discount
to the current trading price and with significantly lower execution risks
compared to a rights issue. In addition, the Private Placement has been subject
to a pre-sounding and is subject to a publicly announced bookbuilding process.
By this, a market based subscription price will be achieved.
The Company, members of the board of directors and senior management team will
be subject to a customary lock-up for a period of six months following issuance
and listing of the Offer Shares.
The option exercise in relation to the Private Placement refers to the Company’s
stock exchange release on 31 December 2019, with the final number of shares
issued following the exercise being 98,300. The remaining of these exercised
options have been settled by the Company. Pursuant to the terms of the employee
option program, members of the Executive Management are required to acquire a
number of shares equivalent to 1/10 of the options exercised. The following
primary insiders are the option holders who participate in the of sale of Offer
Shares:
· Erik Dahl, CFO, selling 24,000 Offer Shares and subscribing for 2,400 Offer
Shares;
· Grete Hogstad, VP Strategic Marketing, selling 24,000 Offer Shares and
subscribing for 2,400 Offer Shares;
· Gry Stensrud, VP Technical Development and Operation, selling 27,000 Offer
Shares and subscribing for 2,700 Offer Shares;
· Espen Njåstein, Head Nordic Cancer Commercial Operations, selling 23,300
Offer Shares and subscribing for 2,330 Offer Shares;
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.
Any 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.
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Q2 har vel vært katastrofalt dårlig.