Beskrivning
Land | Norge |
---|---|
Lista | OB Match |
Sektor | Hälsovård |
Industri | Läkemedel & Handel |
2022-01-24 16:45:12
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
Nordic Nanovector ASA - Notice of extraordinary general meeting
Reference is made to the stock exchange announcements by Nordic Nanovector ASA
("Nordic Nanovector" or the "Company") on 19 January 2022 regarding the
successfully completed private placement of 17,857,143 new shares in the Company
(the "Private Placement"), and a potential subsequent share offering of up to
3,571,429 new shares (the "Offer Shares") in the Company (the "Subsequent
Offering").
The share capital increase pertaining to the Private Placement was resolved by
the board of directors of the Company (the "Board") on 19 January 2022 pursuant
to an authorisation by the Company's general meeting held 28 April 2021, while
the completion of the Subsequent Offering is subject to the approval by the
extraordinary general meeting.
Nordic Nanovector hereby calls for an extraordinary general meeting in the
Company to be held on 14 February 2022 at 09:30 CET at the Company's offices at
Kjelsåsveien 168, 0884 Oslo, Norway.
The following matters are on the agenda: an authorisation to the Board to issue
the new shares in the Subsequent Offering.
The Subsequent Offering will be subject to (i) the prevailing market price of
the Company's shares, (ii) relevant corporate resolutions being passed by the
Company, including the approval by the general meeting of the Company and (iii)
the approval of a prospectus by the Norwegian Financial Supervisory Authority.
The formal resolution (including the final number of new shares to be offered)
related to the Subsequent Offering will be made by the board of directors
following the EGM and the approval and subsequent publication of a prospectus
prepared in connection with the Subsequent Offering. The board of directors may,
in its sole discretion, decide that the Company shall not carry out the
Subsequent Offering, inter alia if the prevailing market price of the Company's
shares trade lower than the subscription price and thereby making a subsequent
offering redundant.
The Subsequent Offering will, if implemented, be directed towards existing
shareholders in the Company as of 19 January 2022 (as registered in the VPS on
21 January 2022), who (i) were not allocated new shares in the Private
Placement, and (ii) 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 (the "Eligible
Shareholders"). The Eligible Shareholders will be granted non-tradable
subscription rights. Over-subscription will be permitted, but subscription
without subscription rights will not be permitted in the Subsequent Offering.
The subscription period in the Subsequent Offering is expected to commence on or
about 28 February 2022, and the subscription price in the Subsequent Offering
will be the same as in the Private Placement.
Due to the restrictions caused by COVID-19 and the advice from the Norwegian
government in connection therewith, all shareholders are encouraged to exercise
their shareholder rights without physical attendance at the general meeting,
either through advance electronically voting through VPS Investor Services or by
using the enclosed proxy form to provide proxy to the Chairman Jan Hendrik
Egberts (or the person he appoints).
Shareholders may dial-in and listen to the general meeting. Call-in details will
be made available on the Company's website in due time in advance of the general
meeting. Please note that shareholders will not be able to exercise their
shareholder rights, including casting votes or to ask questions, through the
telephone conference.
The full notice with appendices are attached. The notice and the documents to
which it refers are also available on www.nordicnanovector.com.
Shareholders wishing to attend the Extraordinary General Meeting, in person or
by proxy, must complete and return the attendance form or power of attorney form
attached to the notice to Nordea Bank Abp, Issuer Service, Postboks 1166
Sentrum, N-0107 Oslo, or by email to nis@nordea.com no later than 11 February
2022, 16:00 CET.
ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA
acted as Joint Bookrunners in connection with the Private Placement and the
Subsequent Offering. Advokatfirmaet Selmer AS is acting as legal advisor to
Nordic Nanovector and Advokatfirmaet Thommessen AS is acting as legal advisor to
the Joint Bookrunners.
For further information, please contact:
IR enquiries
Malene Brondberg, CFO
Cell: +44 7561 431 762
Email: ir@nordicnanovector.com
Media Enquiries
Mark Swallow/Frazer Hall/David Dible (MEDiSTRAVA Consulting)
Tel: +44 207 638 9571
Email:?nordicnanovector@medistrava.com
About Nordic Nanovector
Nordic Nanovector is committed to develop and deliver innovative therapies to
patients to address major unmet medical needs. The Company aspires to become a
leader in the development of CD37-targeted therapies for haematological cancers
and immune diseases. 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 26 billion by 2028. Nordic Nanovector retains global marketing
rights to Betalutin® and intends to actively participate in the
commercialisation of Betalutin® in the US and other major markets.
This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Securities Trading Act.
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.