Ultimovacs ASA - Private placement of new shares successfully placed

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Ultimovacs ASA - Private placement of new shares successfully placed

Oslo, Norway, 28 May 2020 

Reference is made to the stock exchange announcement by Ultimovacs ASA (OSE:
ULTIMO) ("Ultimovacs” or the "Company") on 27 May 2020 regarding the
contemplated private placement of new shares (the "Offer Shares") of NOK 160
million (the "Private Placement"). The Company hereby announces that it has
allocated 4,113,111 new shares in the Private Placement at a subscription price
of NOK 38.90 per share, raising gross proceeds of NOK 160 million. ABG Sundal
Collier and DNB Markets, a part of DNB Bank ASA are acting as joint bookrunners
(the “Joint Bookrunners”) in connection with the Private Placement.

The net proceeds of the Private Placement will secure Ultimovacs' funding of its
part of the expected project costs in the new randomized phase II trial and
further strengthen the overall clinical development program of Ultimovacs as
well as general corporate purposes. 

Notification of allotment of the Offer Shares including settlement instructions
will be sent to the applicants through a notification from the Joint Bookrunners
on 28 May 2020.

Offer 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 the Company, Gjelsten Holding AS and DNB Markets in
order to facilitate delivery of listed shares to investors on a delivery versus
payment basis. The Offer Shares will thus be tradable from allocation. DNB
Markets will settle the share loan with a corresponding number of new shares in
the Company to be issued by the Board of Directors pursuant to the authorization
granted at the Company's annual general meeting on 23 April 2020.

Following registration of the new share capital pertaining to the Private
Placement, the Company will have a share capital of NOK 3,197,351.10 divided
into 31,973,511 shares, each with a par value of NOK 0.10.

The Board of Directors has considered the Private Placement in light of the
equal treatment obligations under the Norwegian Securities Trading Act and Oslo
Børs' Circular no. 2/2014, and is of the opinion that the Private Placement is
in compliance with these requirements. The Board of Directors is of the view
that it is in the common interest of the Company and its shareholders to raise
equity through a private placement, in view of the current market conditions and
the growth opportunities currently available to the Company. A private placement
enables the Company to raise capital in an efficient manner, and the Private
Placement is structured to ensure that a market based subscription price is
achieved. 


The following primary insiders were allocated Offer Shares in the Private
Placement:

Gjelsten Holding AS, represented on the board by Henrik Schüssler, has been
allocated 424,267 Offer Shares in the Private Placement, and will following
delivery of such Offer Shares hold an aggregate of 6,171,866 shares,
corresponding to 19.3% of the total number of shares and votes in the Company
(passing below the 20% disclosure threshold).

CGS Holding AS, represented on the board by Leiv Askvig, has been allocated
100,000 Offer Shares in the Private Placement, and will following delivery of
such Offer Shares hold an aggregate of 882,132 shares, corresponding to 2.8% of
the total number of shares and votes in the Company.

Helene Sundt AS, represented on the board by Leiv Askvig, has been allocated
100,000 Offer Shares in the Private Placement, and will following delivery of
such Offer Shares hold an aggregate of 882,132 shares, corresponding to 2.8% of
the total number of shares and votes in the Company.

Sundt AS, represented on the board by Leiv Askvig, has been allocated 75,000
Offer Shares in the Private Placement, and will following delivery of such Offer
Shares hold an aggregate of 692,150 shares, corresponding to 2.2% of the total
number of shares and votes in the Company.

Watrium AS, represented on the board by Kristin Louise Abrahamsen Wilhelmsen,
has been allocated 119,650 Offer Shares in the Private Placement, and will
following delivery of such Offer Shares hold an aggregate of 1,740,575 shares,
corresponding to 5.4% of the total number of shares and votes in the Company.

Board member Leiv Askvig, through Basen Kapital AS, has been allocated 12,000
Offer Shares in the Private Placement, and will following delivery of such Offer
Shares hold an aggregate of 91,500 shares, corresponding to 0.3% of the total
number of shares and votes in the Company.

Board member Ketil Fjerdingen, through Langøya Invest AS, has been allocated
115,681 Offer Shares in the Private Placement, and will following delivery of
such Offer Shares hold an aggregate of 1,342,006 shares, corresponding to 4.2%
of the total number of shares and votes in the Company.

Radiumhospitalets Forskningsstiftelse, represented on the board by Jónas
Einarsson and Eva Dugstad, has been allocated 103,038 Offer Shares in the
Private Placement, and will following delivery of such Offer Shares hold an
aggregate of 1,498,913 shares, corresponding to 4.7% of the total number of
shares and votes in the Company (passing below the 5% disclosure threshold).

Finance Manager and primary insider Joachim Midttun has been allocated 6,800
Offer Shares in the Private Placement, and will following delivery of such Offer
Shares hold an aggregate of 10,000 shares, corresponding to 0.0% of the total
number of shares and votes in the Company.


For additional information, please contact: 

Øyvind Kongstun Arnesen, CEO oeyvind.arnesen@ultimovacs.com, +47 469 33 810 

Hans Vassgård Eid, CFO hans.eid@ultimovacs.com, +47 482 48 632



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.

This information is subject of the disclosure requirements of section 5-12 of
the Norwegian Securities Trading Act.