Beskrivning
Land | Norge |
---|---|
Lista | OB Match |
Sektor | Hälsovård |
Industri | Bioteknik |
2023-06-23 07:00:07
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 ANNOUNCEMENT.
Bergen 23 June 2023: Reference is made to the stock exchange announcement by
BerGenBio ASA (the "Company") on 22 June 2023 regarding the registration of new
share capital following completion of the rights issue raising gross proceeds of
NOK 250 million (the "Rights Issue"). The subscribers in the Rights Issue have
been allocated one warrant for every two Offer Shares allocated to them and paid
by them in the Rights Issue (the "Warrants").
The Rights Issue resulted in the issuance to subscribers in the Rights Issue of
1,249,999,617 Warrants, which will be listed and tradable on Oslo Stock Exchange
under the ticker code "BGBIS" for a period commencing today, 23 June 2023 and
ending at 16:30 (CEST) on 8 April 2024.
If all Warrants are exercised, the Company expects to raise additional between
NOK 125 million and NOK 162 million in gross proceeds. In the event that
Warrants are not exercised, the gross proceeds will be reduced corresponding to
the proportion of Warrants that are not exercised.
Each Warrant will give the holder a right to subscribe for one new share in the
Company at an exercise price per share equal to the volume-weighted average
price (VWAP) of the Company's shares on the Oslo Stock Exchange in the three
last trading days prior to the first date on which the holder can exercise the
Warrant in each exercise period less 30%, but in any event (i) not lower than
the nominal value (NOK 0.10) and (ii) not exceeding the subscription price in
the Rights Issue plus 30% (i.e. NOK 0.13).
The Warrants may be exercised during two exercise periods: (i) within the first
14 days after the Company's announcement of its Q3 2023 quarterly financial
report and (ii) from 1 April 2024 to 14 April 2024.
Exercise is carried out by written notification to the Company which must be
received by the Company by the expiry of the deadline. The notice shall include
the number of Warrants the holder has and how many of these are exercised.
Holders of Warrants may either sell the Warrants or use them to subscribe for
shares in the Company within the deadlines stated above. As such, the Warrants
may have a financial value for the holders, depending on the prevailing market
price for the shares in the Company. Holders of Warrants who do not sell or use
the Warrants to subscribe for shares in the Company will experience a dilution
of their shareholding in the Company, see Section 6.29 "Dilution" in the
prospectus for a further description of such dilutive effect.
If the Warrants are not sold within 16:30 (CEST) on 8 April 2024 or exercised
within 16:30 (CEST) on 14 April 2024, the Warrants will lapse with no
compensation to the holders.
For more information pertaining to the Warrants, please see the prospectus
prepared in connection with the Rights Issue, which is, subject to applicable
local securities laws, available at the websites of the Company
(www.bergenbio.com), Carnegie AS (www.carnegie.no/ongoing-prospectuses-and
-offerings/) and Arctic Securities AS (www.arctic.com/secno/en/offerings).
For further information, please contact:
Martin Olin CEO, BerGenBio ASA
ir@bergenbio.com
Rune Skeie, CFO, BerGenBio ASA
rune.skeie@bergenbio.com
For information about the Rights Issue please contact the managers:
Arctic Securities AS, tel.: + 47 21 01 30 40
Carnegie AS, tel.: +47 22 00 93 40
About BerGenBio ASA
BerGenBio is a clinical-stage biopharmaceutical company focused on developing
transformative drugs targeting AXL as a potential cornerstone of therapy for
aggressive diseases, including cancer and severe respiratory infections. The
Company is focused on its proprietary lead candidate bemcentinib a potentially
first-in-class selective AXL inhibitor in development for STK11 mutated NSCLC
and severe respiratory infections.
BerGenBio is based in Bergen, Norway with a subsidiary in Oxford, UK. The
Company is listed on the Oslo Stock Exchange (ticker: BGBIO). For more
information, visit www.bergenbio.com.
- IMPORTANT INFORMATION -
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. 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. Any offering of the securities referred to in
this announcement has been made by means of a prospectus approved by the
Financial Supervisory Authority of Norway on 26 May 2023 and published by the
Company.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
prospectus, which is, subject to applicable local securities laws, available at
the websites of the Company (www.bergenbio.com), Carnegie AS
(www.carnegie.no/ongoing-prospectuses-and-offerings/) and Arctic Securities AS
(www.arctic.com/secno/en/offerings).
This information is published pursuant to the requirements of the Continuing
Obligations.
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") or with any securities regulatory authority of any state or other
jurisdiction in the United States and may not be offered, sold, pledged or
otherwise transferred within the United States. The Company does not intend to
register any part of the offering in the United States or to conduct a public
offering of securities in the United States.
In any member state of the European Economic Area (each, an "EEA Member State"),
this communication is only addressed to and is only directed at qualified
investors in that EEA 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 (EU) 2017/1129 as amended (together with any
applicable implementing measures in any EEA 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 believe 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 their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, 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 make any
guarantee 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 announcement.
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 the Managers nor any of their 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 of the Company. Neither the
Managers nor any of their affiliates accepts any liability arising from the use
of this announcement.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.