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Ultimovacs ASA - Contemplated private placement
With reference to the stock exchange notice dated 26 October 2021 - “Ultimovacs
to Launch Phase II Combination Trial of UV1 in Lung Cancer (NSCLC)”, Ultimovacs
ASA (“Ultimovacs” or the “Company”) announces an intention to carry out a
private placement with gross proceeds of approximately NOK 225 to 270 million
(the “Private Placement”) by issuing new shares (the “Offer Shares”). The final
size of the Private Placement and the number of Offer Shares to be issued will
be resolved by the Board of Directors of the Company following a book building
process, within the current authorisation granted by the Annual General Meeting
on 15 April 2021 (the “Authorisation”). ABG Sundal Collier ASA, Carnegie AS and
DNB Markets, a part of DNB Bank ASA are acting as joint bookrunners (the “Joint
Bookrunners”) in connection with the Private Placement.
The net proceeds of the Private Placement will be used for (i) financing of the
LUNGVAC Phase II trial evaluating UV1 in non-small cell lung cancer (“NSCLC”),
(ii) bringing the UV1 platform into Phase III readiness, (iii) further
development of the Tetanus-Epitope-Targeting (“TET”) technology platform, and
(iv) General corporate purposes.
The following existing shareholders in the Company, Gjelsten Holding AS, Canica
AS, Watrium AS, Radforsk Investeringstiftelse, Langøya Invest AS, Sundt AS and
Helene Sundt AS have pre-committed to subscribe for Offer Shares corresponding
to a total subscription amount of up to approximately NOK 94 million depending
on the final size of the Private Placement.
Comments from the CEO
“Ultimovacs continues to have a highly productive year, with recently announced
long-term results
(https://tools.eurolandir.com/tools/Pressreleases/GetPressRelease/?ID=3975342&la
ng=en-GB&companycode=no-ulti&v=) from a Phase I trial in malignant melanoma
continuing to indicate that UV1 combinations may boost the immune response while
maintaining a balanced safety and tolerability profile. We are pleased to carry
out this capital injection which will enable us to accelerate and broaden our
clinical development.” said Carlos de Sousa, CEO of Ultimovacs.
"We have just announced plans for a new Phase II trial of UV1 plus pembrolizumab
(KEYTRUDA®) in one of the world’s most common cancers, non-small cell lung
cancer. This will be the fifth Phase II trial testing the ability of our
universal cancer vaccine UV1 to improve the performance of checkpoint inhibitor
antibodies, the current drugs of choice in an increasingly large number of
cancers.
Our clinical plans in malignant melanoma were boosted by US FDA Fast Track
designations for the combinations of UV1 with pembrolizumab and UV1 with
ipilimumab, in recognition that the combinations meet urgent needs in a serious
condition.
We are pleased to confirm that 20 patients have been enrolled in Ultimovacs’
Phase II trial in malignant melanoma (INITIUM) since our last quarterly update
on August 20th, despite the ongoing challenge of COVID-19, with 38 clinical
sites now open and actively recruiting. We continue to monitor the impact from
COVID-19 and will update the guidance for INITIUM and our three investigator-led
Phase II trials in our Q4 2021 report. Enrolment updates will continue to be
provided in each quarterly report.
Ultimovacs’ technology base is also becoming broader. We are investing in a
second technology platform, Tetanus-Epitope-Targeting. TET puts cancer antigens
and vaccine adjuvant in the same molecule, producing multiple vaccines ranging
from those with broad cancer-associated targets to ‘signature’ targets
associated with specific tumors. The first Phase I trial with TET began in
February 2021 and focuses on prostate cancer. The development of the TET
platform extends our proprietary pipeline, and positions Ultimovacs to
collaborate with organizations that want to optimize their vaccines through
innovative adjuvant technology.
We thank our existing and new investors for their support and look forward to
working to advance our innovative treatments to help improve patient lives."
The Private Placement
The Private Placement will be directed towards Norwegian and international
institutional investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus or registration requirements.
The subscription price and allocation of shares in the Private Placement will be
determined through an accelerated book building process. The book building
period commences today at 16:30 CEST and will close at 08:00 CEST on 27 October
2021. The book building may, at the discretion of the Company and the Joint
Bookrunners, close earlier or later and may be cancelled at any time and
consequently, the Company may refrain from completing the Private Placement. The
Company will announce the final number of Offer Shares placed and the final
subscription price in the Private Placement in a stock exchange announcement
expected to be published before the opening of trading on the Oslo Stock
Exchange tomorrow, 27 October 2021. Completion of the Private Placement is
subject to final approval by the Company’s Board of Directors (the “Board”).
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.
Notification of allotment and payment instructions is expected to be issued to
the applicants on or about 27 October 2021 through a notification to be issued
by the Joint Bookrunners. The allocation will be determined at the end of the
book building period and final allocation will be made at the Board of
Directors’ sole discretion.
The Offer Shares allocated in the Private Placement are expected to be settled
through a delivery versus payment transaction by delivery of existing and
unencumbered shares in the Company that are already listed on Oslo Børs,
pursuant to a share lending agreement between the Company, Gjelsten Holding AS
and the Joint Bookrunners. The Offer Shares will thus be tradable from
allocation. The Joint Bookrunners will settle the share loan with a
corresponding number of new shares in the Company to be issued by the Board
pursuant to the Authorisation.
The Company has agreed with the Joint Bookrunners to a lock-up on future share
issuances for a period of 180 days from the settlement date for the Private
Placement, subject to customary exceptions. The Company’s Board, members of the
executive management and the board represented shareholders have all agreed with
the Managers to a lock-up on existing shareholdings for a period of 180 days
from the settlement date for the Private Placement, subject to customary
exceptions.
The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and the rules on equal
treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal
treatment, and the Board is of the opinion that the contemplated transaction is
in compliance with these requirements and guidelines. Taking into consideration
the time, costs and expected terms of alternative methods of the securing the
desired funding, the Board has concluded that offering new shares in a private
placement on acceptable terms at this time is in the common interest of the
shareholders of the Company.
The Company may, subject to completion of the Private Placement, consider to
conduct a subsequent share offering of new shares (the “Subsequent Offering”).
If carried out, the size and structure of the Subsequent Offering shall be in
line with market practice. Shareholders being allocated shares in the Private
Placement will not be eligible to participate in a Subsequent Offering. The
Company reserves the right in its sole discretion to not conduct or cancel the
Subsequent Offering.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in
connection with the Private Placement and Advokatfirmaet Wiersholm AS is acting
as legal advisor to the Joint Bookrunners in connection with the Private
Placement.
For additional information, please contact:
Carlos de Sousa, Chief Executive Officer
Email: carlos.desousa@ultimovacs.com (mailto:carlos.desousa@ultimovacs.com)
Phone: +47 908 92 507
Hans Vassgård Eid, Chief Financial Officer
Email: hans.eid@ultimovacs.com (mailto:hans.eid@ultimovacs.com)
Phone: +47 482 48 632
About Ultimovacs
Ultimovacs is developing immune-stimulatory vaccines to treat a broad range of
cancers. Ultimovacs’ lead universal cancer vaccine candidate UV1 targets human
telomerase (hTERT), present in 85-90% of cancers in all stages of tumor growth.
By directing the immune system to hTERT antigens, UV1 drives CD4 helper T cells
to the tumor to activate an immune system cascade and increase anti-tumor
responses. With a broad Phase II program, Ultimovacs aims to clinically
demonstrate UV1’s impact in multiple cancer types in combination with other
immunotherapies. Ultimovacs’ second technology approach, based on the
proprietary Tetanus-Epitope-Targeting (TET) platform, combines tumor-specific
peptides and adjuvant in the same molecule and entered Phase I trials in 2021.
Important Notices
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. 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 referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to “qualified institutional buyers” as
defined in Rule 144A under the Securities Act.
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. The expression “Prospectus
Regulation” means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) 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) high net worth entities,
and other persons to whom this announcement 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”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
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.
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 “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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.
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.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither of the Joint Bookrunners 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 in the Company. Neither the Joint
Bookrunners nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
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 Joachim Midttun, Finance
Manager at Ultimovacs ASA on 26 October 2021 at 16:30 CEST on behalf of the
Company.
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