TARGOVAX ASA - SUCCESSFULLY COMPLETED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, 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. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Oslo, 22 January 2020: Reference is made to the stock exchange announcement by Targovax ASA (OSE:TRVX) ("Targovax" or the "Company"), a clinical stage biotechnology company developing immune activators to target hard-to-treat solid tumors, earlier today regarding a contemplated private placement of new shares in the Company (the "Private Placement").
The Company is pleased to announce that the Private Placement has been successfully completed, raising gross proceeds of approximately NOK 101 million (USD 11.2 million) through the allocation of 12,627,684 new shares (the "New Shares") at a subscription price of NOK 8.00 per share (the "Subscription Price"). The Private Placement took place through an accelerated bookbuilding process after close of market on 22 January 2020.
DNB Markets, a part of DNB Bank ASA, Carnegie AS and Roth Capital Partners, LLC acted as joint bookrunners (the "Managers") in connection with the Private Placement. The Private Placement attracted strong interest from existing shareholders and new institutional investors, both in Norway, Sweden, UK and the US and the book was covered multiple times.
The Company intends to use the net proceeds from the Private Placement to finance its ongoing clinical development in mesothelioma, melanoma and peritoneal cancer and extend cash runway through 2020, as well as for manufacturing development activities and general corporate 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 22 January 2020, based on the authorization granted at the Company's annual general meeting held on 30 April 2019.
Following registration of the new share capital pertaining to the Private Placement with the Norwegian Register of Business Enterprises, which is expected to take place on or about 29 January 2020, the Company will have an issued share capital of NOK 7,601,129.70, divided into 76,011,297 shares, each with a par value of NOK 0.10.
Settlement of the New Shares towards investors will be made on a delivery versus payment basis on 27 January 2020 (T+2 settlement) (the "Settlement Date"), by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to share lending agreements. The New Shares delivered to the subscribers will thus be tradable from allocation. The shares borrowed for settlement of the Private Placement will be redelivered to share lenders in the form of new shares in the Company.
Notification of allotment of New Shares in the Private Placement and payment instructions is expected to be sent to the applicants through a notification from the Managers on or about 23 January 2020.
Completion of the Private Placement entails a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated new shares and the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and the Board is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board has carefully considered such deviation and has resolved that the Private Placement is in the best interests of the Company and its shareholders. In reaching this conclusion the board of directors has, inter alia, considered the implications of an underwritten rights issue, alternative financing sources, the dilutive effect of the share issue, the investor interest in the transaction and the strengthening of the shareholder base that will be achieved through the Private Placement.
Subject to prevailing market price of Targovax shares being higher than the Subscription Price in a period determined by the Board in its sole discretion, Targovax will carry out a subsequent offering of up to 1,894,153 new shares towards shareholders in the Company as of 22 January 2020 (as registered in the Norwegian Central Securities Depository ("VPS") on 24 January 2020), who (i) were not allocated shares in the Private Placement, (ii) did not in their capacity as larger shareholders enter into a lock-up agreement in connection with the Private Placement and (iii) 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 carried out, the subscription price in the subsequent offering will be the same as in the Private Placement and be conditional upon the approval of a listing and offering prospectus by the Norwegian Financial Supervisory Authority. The Board will issue the shares in the potential subsequent offering pursuant to the authorization granted at the Company's annual general meeting held on 30 April 2019.
For further information, please contact:
Øystein Soug, CEO
Phone: +47 906 56 525
Email: oystein.soug@targovax.com