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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE.
Reference is made to Targovax ASA’s (the “Company”) stock exchange announcement
published on 14 December 2021 regarding the preliminary results in the rights
issue of 101,744,186 new shares in the Company (the “Offer Shares”) at a
subscription price of NOK 1.72 per share (the “Rights Issue”). The subscription
period for the Rights Issue in the Company expired at 16:30 hours (CET) on 14
December 2021.
At the expiry of the subscription period in the Rights Issue, the Company had
received subscriptions for a total of 109,748,125 Offer Shares.
The final allocation of the Offer Shares in the Rights Issue has now been
completed based on the allocation criteria set out in the Company’s prospectus
dated 29 November 2021, comprising a registration document and a securities note
(jointly, the “Prospectus”).
The board of directors of the Company has allocated a total of 101,744,186 Offer
Shares in the Rights Issue, of which 69,352,805 Offer Shares were allocated
based on validly exercised subscription rights and the remaining Offer Shares
were allocated to the subscribers who had exercised their subscription rights
and over-subscribed Offer Shares on a pro rata basis based on the number of
subscription rights exercised by each such subscriber, which includes the two
underwriters who subscribed for Offer Shares in the subscription period.
Notifications of allocated Offer Shares and the corresponding subscription
amount to be paid by each subscriber are expected to be distributed later today,
on 15 December 2020. Payment for the allocated Offer Shares falls due on 17
December 2021 in accordance with the payment procedures described in the
Prospectus.
The Offer Shares may not be transferred or traded before they have been fully
paid and the share capital increase pertaining to the Rights Issue has been
registered with the Norwegian Register of Business Enterprises (Nw.
Foretaksregisteret). It is expected that the share capital increase will be
registered in the Norwegian Register of Business Enterprises on or about 21
December 2021 and that the Offer Shares will be delivered to the VPS accounts of
the subscribers to whom they are allocated on or about the next day. The Offer
Shares are expected to be tradable on the Oslo Stock Exchange from and including
22 December 2021.
For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@targovax.com
Renate Birkeli, Investor Relations
Phone: +47 922 61 624
Email: renate.birkeli@targovax.com
Media enquires:
Andreas Tinglum - Corporate Communications (Norway)
Phone: +47 9300 1773
Email: andreas.tinglum@corpcom.no
About Targovax
Activating the patient’s immune system to fight cancer
Targovax (OSE:TRVX) is a clinical stage immuno-oncology company developing
immune activators to target hard-to-treat solid tumors. Targovax aims to unlock
greater clinical benefits in cancer patients by deploying its multifunctional
platforms to target key immune regulators and oncogenic drivers. Targovax’s
focus is to “activate the patient’s immune system to fight cancer”, thus
extending and transforming the lives of cancer patients. Targovax’s pipeline
aims at different cancer indications, including melanoma, mesothelioma and
colorectal cancer. The company’s product candidates are designed to harness the
patient’s own immune system to fight the cancer, whilst also delivering a
favorable safety and tolerability profile.
Targovax’s lead clinical candidate, ONCOS-102, is a genetically modified
oncolytic adenovirus, which has been engineered to selectively infect cancer
cells and activate the immune system to fight the cancer. On the back of very
encouraging clinical data in several indications, both in monotherapy and in
multiple combinations, the next development steps for ONCOS-102 will be to
further improve responses in melanoma patients resistant to or poorly responsive
to current standard of care.
IMPORTANT INFORMATION
This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities in the United States.
Securities may not be offered or sold in the United States unless they are
registered or are exempt from registration under the U.S. Securities Act of
1933, as amended. The information contained in this announcement is for
informational purposes only and does not purport to be full or completed. The
Company does not intend to register any portion of this offering in the United
States or to conduct a public offering in the United States. Copies of this
announcement are not being, and should not be, distributed in or sent into the
United States.
In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
“Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a)
to (d) (“high net worth companies, unincorporated associations etc”) of the
Financial Promotion Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as “relevant
persons”). This announcement is 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.
This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than Norway, which has
implemented the Prospectus Regulation (EU) (2017/1129, as amended, the
“Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant
to an exemption under the Prospectus Regulation, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly any person making or intending to make any offer in that
Relevant Member State of securities which are the subject of the offering
contemplated in this announcement, may only do so in circumstances in which no
obligation arises for the Company or any of the Managers to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer. Neither the Company nor any of the Managers have authorised, nor
do they authorise, the making of any offer of the securities through any
financial intermediary, other than offers made by the Managers which constitute
the final placement of the securities contemplated in this announcement. Neither
the Company nor any of the Managers have authorised, nor do they authorise, the
making of any offer of securities in circumstances in which an obligation arises
for the Company or any Managers to publish or supplement a prospectus for such
offer.
It may be unlawful to distribute this announcement in certain jurisdictions.
This announcement is not for distribution in Australia, Canada, the Hong Kong
special administrative region of the People’s Republic of China, Japan, South
Africa, the United States or to any other jurisdiction where such distribution
would be unlawful. The information in this announcement does not constitute an
offer of securities for sale in such jurisdictions.
The Managers and/or any of their affiliates or any of their respective
directors, officers, employees, advisers, agents or any other person(s) do not
accept any responsibility or liability whatsoever for, or make any
representation or warranty, express or implied, as to the accuracy, completeness
or fairness of the information or opinions in this announcement (or whether any
information has been omitted from this announcement) or any other information
relating the Company or associated companies. The Managers are acting
exclusively for the Company and no-one else in connection with the Rights Issue
and will not regard any other person as their client in relation to the Rights
Issue and will not be responsible to anyone other than the Company for providing
the protections afforded to their clients.
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of 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 are
available from the Company’s registered office and, subject to certain
exceptions, on the websites of the Company and the Managers at
Prospectus – Targovax,
www.carnegie.no/ongoing-prospectuses-and-offerings and www.dnb.no/emisjoner.
Forward looking statements
This announcement includes forward-looking statements which include statements
regarding the Company’s business strategy, financial condition, profitability,
results of operations and market data, as well as other statements that are not
historical facts. Words such as “believe,” “anticipate,” “plan,” “expect,”
“target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should,”
“aim,” “continue,” “could,” “guidance,” “may,” “potential,” “will,” as well as
similar expressions and the negative of such expressions are intended to
identify forward-looking statements, but are not the exclusive means of
identifying these statements. By their nature, forward-looking statements are
subject to numerous factors, risks and uncertainties that could cause actual
outcomes and results to be materially different from those projected. Readers
are cautioned not to place undue reliance on these forward-looking statements.
Except for any ongoing obligation to disclose material information as required
by the applicable law, the Company does not have any intention or obligation to
publicly update or revise any forward-looking statements after it distributes
this announcement, whether to reflect any future events or circumstances or
otherwise.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Renate Birkeli, Investor
Relations at Targovax ASA on 15 December 2021 at 13:15 CET on behalf of the
Company.
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