Kurs & Likviditet
|2022-04-07||Ordinarie utdelning TRVX 0.00 NOK|
|2021-11-25||Extra Bolagsstämma 2021|
|2021-03-18||Ordinarie utdelning TRVX 0.00 NOK|
|2020-04-30||Ordinarie utdelning TRVX 0.00 NOK|
|2019-04-10||Ordinarie utdelning TRVX 0.00 NOK|
|2018-04-12||Ordinarie utdelning TRVX 0.00 NOK|
|2016-04-14||Ordinarie utdelning TRVX 0.00 NOK|
|2015-06-23||Ordinarie utdelning TRVX 0.00 NOK|
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 THIS STOCK EXCHANGE.
Reference is made to the previous stock exchange announcements from Targovax ASA (the "Company") regarding the rights issue of 101,744,186 new shares in the Company (the "Offer Shares"), raising gross proceeds of approximately NOK 175 million (the "Rights Issue"). The subscription period will commence today.
Carnegie AS and DNB Markets, a part of DNB Bank ASA, are acting as managers for the Rights Issue (the "Managers").
Allocation of subscription rights:
The shareholders of the Company as of 25 November 2021 (and being registered as such in the Norwegian Central Securities Depository (the "VPS") as at the expiry of 29 November 2021 pursuant to the two days' settlement procedure of VPS (the "Record Date")) (the "Existing Shareholders"), have been granted subscription rights (the "Subscription Rights") in the Rights Issue that provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price (as set out below).
Each Existing Shareholder have been granted 1.175114 Subscription Rights for each existing share registered as held by the Existing Shareholder at the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share. Over-subscription and subscription without Subscription Rights are permitted. The grant or purchase of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to Section 12 "Selling and Transfer Restrictions" in the securities note dated 29 November 2021 (the "Securities Note", which together with the registration document of the same date comprises the "Prospectus"). The Prospectus is, subject to applicable local securities laws, available at the websites of the Company (www.targovax.com (https://www.targovax.com/en/section/investors-media/prospectus/)), Carnegie AS (www.carnegie.no/ongoing-prospectuses-and-offerings/) and DNB Markets, a part of DNB Bank ASA (www.dnb.no/emisjoner).
The subscription period commences today on 30 November 2021 and expires on 14 December 2021 at 16:30 CET.
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 30 November 2021 to 16:30 hours CET on 10 December 2021 under the ticker code "TRVXT". The Subscription Rights will hence only be tradable during a part of the subscription period.
Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the subscription period on 14 December 2021 at 16:30 CET or sold before 16:30 CET on 10 December 2021 will have no value and will lapse without compensation to the holder.
The Subscription Rights are expected to have economic value if the Company's shares trade above the Subscription Price during the subscription period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company, see Section 11.20 "Dilution" in the Securities Note.
NOK 1.72 per Offer Share
In order to subscribe for Offer Shares, investors holding Subscription Rights need to complete the subscription form and submit it to one of the Managers at the address or email address as set out in the Prospectus and subscription form by 16:30 hours (CET) on 14 December 2021.
Subscribers who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for Offer Shares are encouraged to do so through the VPS online subscription system (or by following the link on www.carnegie.no/ongoing-prospectuses-and-offerings/ or www.dnb.no/emisjoner which will redirect the subscriber to the VPS online subscription system).
The Rights Issue is underwritten by certain new and existing shareholders of the Company (the "Underwriters"), in accordance with an underwriting agreement dated 3 November 2021 (the "Underwriting Agreement"). Pursuant to, and subject to, the terms and conditions set out in the Underwriting Agreement, the Underwriters have undertaken to guarantee on a pro-rata basis (not jointly) to subscribe for the Offer Shares in the Rights Issue, with a total underwritten amount of approximately NOK 166.9 million. Further, AP4 (The Fourth Swedish National Pension Fund) has indicated a pro rata subscription in the Rights Issue, bringing the total underwritten and pre-subscribed amount to approximately NOK 175 million.
The Offer Shares in the Rights Issue which are not subscribed upon expiration of the subscription period (if any), will thus be subscribed by and allocated to the Underwriters.
The Company may terminate the Underwriting Agreement in its sole discretion at any time prior to the registration of the share capital increase pertaining to the Rights Issue with the Norwegian Register of Business Enterprises. Prior to that date, the Underwriters may terminate the Underwriting Agreement in the event that the Company is in material breach of the Underwriting Agreement. The Underwriters' obligations expire in the event that they have not been notified of any allotment under the Underwriting Agreement within 15 January 2022. In such event, the Rights Issue will be withdrawn unless it is fully subscribed. See Section 11.3 "Conditions for completion of the Rights Issue" for a description of the consequences of a withdrawal of the Rights Issue.
If the Rights Issue is withdrawn, all Subscription Rights will lapse without value, any subscriptions for, and allocations of, Offer Shares that have been made will be disregarded and any payments for Offer Shares made will be returned to the subscribers without interest or any other compensation. The lapsing of Subscription Rights shall be without prejudice to the validity of any trades in Subscription Rights, and investors will not receive any refund or compensation in respect of Subscription Rights purchased in the market.
If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with 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.