Nordic Nanovector launches a private placement of new shares
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Oslo, Norway, 6 December 2016
Nordic Nanovector ASA (OSE: NANO) (“Nordic Nanovector” or the “Company”), announces the launch of an undocumented private placement of up to 4,374,244 new shares, representing approximately 10% of the outstanding share capital of the company (the “Offering”). DNB Markets, Jefferies International Limited and ABG Sundal Collier are acting as joint bookrunners (the “Joint Bookrunners”) in connection with the Offering.
Nordic Nanovector intends to use the net proceeds of the Offering:
To fund a Phase 2 combination study of Betalutin® and Rituximab CD20
To fund a Phase 1 study and GMP manufacturing for 177Lu-conjugated chimeric antibody (anti-CD37 ARC)
Develop new proprietary antibody production technology
Accelerate pipeline of pre-clinical assets to clinical trials
Prepare for commercial launch of Betalutin®
General corporate purposes
The subscription price and the number of shares to be issued in the Offering will be determined through an accelerated bookbuilding process.
The bookbuilding period for the Offering opens today at 16:30 CET and closes 7 December 2016 at 08:00 CET. The Company and the Joint Bookrunners may, however, at any time resolve to close or extend the bookbuilding period at their sole discretion and on short notice.
The minimum subscription and allocation amount in the Offering will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. Allocation of the new shares will be determined at the end of the bookbuilding process, and final allocation will be made by the Company's Board of Directors at its sole discretion, following advice from the Joint Bookrunners. The shares to be issued in connection with the Offering will be issued based on the board authorisation granted at the Company's annual general meeting on 19 May 2016. In line with the shareholders’ approval, pre-emption rights of the existing shareholders are excluded.
The Offering will be directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.
Notification of allotment and payment instructions will be sent to the applicants on or about 7 December 2016 through a notification to be issued by the Joint Bookrunners.
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 DNB Markets (on behalf of the Joint Bookrunners) and HealthCap VI L.P., in order to facilitate delivery of listed shares to investors on a delivery versus payment basis. The offer shares delivered to the subscribers will thus be tradable from allocation. The Joint Bookrunners will settle the share loan with new shares in the Company to be issued by the Board of Directors pursuant to the aforementioned authorisation granted at the annual general meeting held on 19 May 2016.
The Company, its board members, executive management and major shareholder have all agreed with the Joint Bookrunners to a lock-up on future share issuances and existing shareholdings, as applicable, for a period of 180 days from the closing date, subject to customary and de minimis exceptions.
The Company will announce the final number of offer shares placed and the final subscription price in the Offering in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, 7 December 2016. The Offering is subject to final approval by the Company’s Board of Directors.
For further information, please contact:
For Nordic Nanovector
IR enquiries:
Luigi Costa, Chief Executive Officer
Cell: +41 79 124 8601
Tone Kvåle, Chief Financial Officer
Cell: +47 91 51 95 76
Email: ir@nordicnanovector.com
Media enquiries:
Mark Swallow/David Dible (Citigate Dewe Rogerson)
Tel: +44 207 282 2948/+44 207 282 2949
Email: nordicnanovector@citigatedr.co.uk
About Nordic Nanovector:
Nordic Nanovector is a biotech company focusing on the development and commercialisation of novel targeted therapeutics in haematology and oncology. The Company’s lead clinical-stage product opportunity is Betalutin®, the first in a new class of Antibody-Radionuclide-Conjugates (ARC) designed to improve upon and complement current options for the treatment of non-Hodgkin Lymphoma (NHL). NHL is an indication with substantial unmet medical need and orphan drug opportunities, representing a growing market worth over $12 billion by 2018.
Betalutin® comprises a tumour-seeking anti-CD37 antibody, lilotomab, conjugated to a low intensity radionuclide (lutetium-177). The preliminary data has shown promising efficacy and safety profile in an ongoing Phase 1/2 study in a difficult-to-treat NHL patient population. The Company is aiming at developing Betalutin® for the treatment of major types of NHL with first regulatory submission anticipated in 1H 2019.
Nordic Nanovector intends to retain marketing rights and to actively participate in the commercialisation of Betalutin® in core markets, while exploring potential distribution agreements in selected geographies. The Company is committed to developing its pipeline of innovative targeted immunoconjugate therapies for multiple selected cancer indications.
Further information about the Company can be found at www.nordicnanovector.com
This information is subject to the disclose requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Important Notices
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in the United States of America, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or to publications with a general circulation in the United States of America. This document is not an offer for sale of securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under Securities Act. Nordic Nanovector does not intend to register any part of the offering in the United States, There will be no public offering of the securities in the United States of America. Any public offering in the United States would be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it 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”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an “EEA Member State”) that has implemented Directive 2003/71/EC (together with the 2010 PD Amending Directive 2010/73/EU, including any applicable implementing measures in any Member State, the “Prospectus Directive”) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Investing in securities involves certain risks. You should read the Risk Factors contained in the prospectus dated 10 March 2015 (available at http://www.nordicnanovector.com/investor-relations/reports-and-presentations/prospectus), but they should be read in light of any new or additional information contained in any further publicly available information since the date of the prospectus.
This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Nordic Nanovector and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Nordic Nanovector assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
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