OSLO, Norway, Reference is made to the stock exchange release from Nordic Nanovector ASA (OSE: NANO) (“Nordic Nanovector” or the “Company”), a biopharmaceutical company dedicated to extending and improving the lives of patients with haematological cancers through the development and commercialisation of innovative targeted therapeutics, published on 17 October 2019 regarding the contemplated private placement of new shares in the Company.
The Company announces today that it has raised NOK 242,525,624 (equivalent to approximately USD 26.4 million) in gross proceeds through a private placement (the “Private Placement”) of 11,023,892 new shares (the “New Shares”). The Private Placement was completed at a subscription price of NOK 22.00 per share, which was determined through an accelerated book-building process.
DNB Markets and Jefferies International Limited acted as joint global coordinators and joint bookrunners (the “Joint Global Coordinators”), and ABG Sundal Collier ASA acted as joint bookrunner (together with the Joint Global Coordinators, the “Managers”) in connection with the Private Placement. The Private Placement, which was oversubscribed, attracted strong interest from both existing shareholders and new institutional investors, Norwegian as well as international.
Nordic Nanovector intends to use the net proceeds of the Private Placement for the following purposes:
The Private Placement and the issuance of the new shares was resolved by the Company’s Board of Directors (the “Board”) at a Board meeting held on 18 October 2019, based on the authorisation granted to the Board at the Company’s annual general meeting on 25 April 2019 (the “Authorisation”).
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. The Private Placement has been divided into the following two tranches:
– 5,511,946 New Shares will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement between DNB Markets (on behalf of the Managers), the Company and HealthCap VI L.P (the “Tranche 1 Shares”). The Tranche 1 Shares will be delivered to the subscribers, by way of the borrowed shares on a delivery versus payment basis on 22 October 2019. The Tranche 1 Shares delivered to the subscribers will be tradable from allocation. The Managers will settle the share loan on or about 24 October 2019 with a corresponding number of new shares in the Company the Board has resolved to issue pursuant to the Authorisation.
– 5,511,946 New Shares will be pre-funded by the Managers (the “Tranche 2 Shares”) to facilitate a swift registration of the share capital increase in the Norwegian Register of Business Enterprises (the “NRBE”) and delivery of the Tranche 2 Shares on a delivery versus payment basis to the subscribers on or about 24 October 2019. The Board has resolved to issue the Tranche 2 Shares pursuant to the abovementioned Authorisation, and the Tranche 2 Shares will be tradeable on the Oslo Stock Exchange after the share capital increase pertaining to the Tranche 2 Shares has been registered in the NRBE on or about 22 October 2019.
Following registration of the new share capital pertaining to the Private Placement (including both the Tranche 1 Shares and the Tranche 2 Shares) in the NRBE, the Company will have an issued share capital of NOK 13,228,672.60, divided into 66,143,363 shares, each with a par value of NOK 0.20. The share capital increase pertaining to the Tranche 1 Shares is expected to be registered on or about 24 October 2019. The share capital increase pertaining to the Tranche 2 Shares is expected to be registered on or about 22 October 2019.
The Board will consider carrying out a repair offering of up to 2,204,778 new shares at a subscription price of NOK 22.00 per share towards shareholders in the Company as of 17 October 2019, as registered in the VPS on 21 October 2019, who were not allocated New Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. If the Board resolves to carry out a repair offering, the Company will call for an extraordinary general meeting to approve such repair offering. There can be no assurance that an extraordinary general meeting of the Company will resolve a repair offering.
The following primary insiders were allocated shares in the Private Placement:
HealthCap VI L.P., a shareholder to whom one of the members of the Company’s board of directors is associated, was allocated 454,545 shares in the Private Placement. Subject to completion of the Private Placement, it will hold a total of 6,165,378 shares, corresponding to 9.32 % of the issued share capital after completion of the Private Placement.
Eduardo Bravo, CEO of the Company, was allocated 46,313 shares in the Private Placement. Subject to completion of the Private Placement he will hold a total of 72,187 shares, corresponding to 0.11 % of the issued share capital after completion of the Private Placement. Eduardo Bravo also holds 300,000 PSUs.
The Company’s latest investor presentation is available at www.nordicnanovector.com in the section: Investors & Media/Reports and Presentation/2019.
About Nordic Nanovector
Nordic Nanovector is committed to develop and deliver innovative therapies to patients to address major unmet medical needs and advance cancer care. The Company aspires to become a leader in the development of targeted therapies for haematological cancers. Nordic Nanovector’s lead clinical-stage candidate is Betalutin®, a novel CD37-targeting antibody-radionuclide-conjugate designed to advance the treatment of non-Hodgkin’s lymphoma (NHL). NHL is an indication with substantial unmet medical need, representing a growing market forecast to be worth nearly USD 29 billion by 2026. Nordic Nanovector intends to retain marketing rights and to actively participate in the commercialisation of Betalutin® in core markets. Further information can be found at www.nordicnanovector.com
This information is subject to a duty of disclosure pursuant to Sections 4-2, 4-3 and 5-12 of the Securities Trading Act.
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. 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 information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in the United States of America, Canada, Australia or Japan 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 of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or to publications with a general circulation in the United States of America. This document is not an offer for sale of securities in the United States of America. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. Nordic Nanovector does not intend to register any part of the Private Placement in the United States of America.
There will be no public offering of the securities in the United States of America. Any public offering in the United States of America would be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it 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”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons.
Any person who is not a relevant person should not act or rely on this document or any of its contents. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an “EEA Member State”) that has implemented Regulation 2017/1129 (the “Prospectus Regulation”) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Regulation.
The information contained in this document does not purport to be comprehensive. None of the Managers, any of their respective subsidiary undertakings or affiliates, or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or any other information relating to the Company, its subsidiaries, affiliates or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith. The Managers disclaim any responsibility for any acts or omissions of the Company, any of the Directors or any other person in connection with the Private Placement.
The Managers are acting for the Company in connection with the Private Placement 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 Private Placement or any transaction or arrangement referred to in this press release.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities described in this press release have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transaction. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only approach investors who meet the criteria of professional clients and eligible counterparties.
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 securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.
This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward -looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Nordic Nanovector and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Nordic Nanovector assumes no responsibility to update forward -looking statements or to adapt them to future events or developments.