Nuevolution contemplates a directed share issue to continue expansion and advancement of its pipeline

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Stockholm 24 May, 2018

Nuevolution AB (publ) (“Nuevolution” or the “Company”) has mandated Carnegie Investment Bank and Redeye to evaluate the conditions for a directed share issue of approximately 6 to 8 million new shares to institutional investors, through an accelerated book-building procedure.

Existing major shareholders Industrifonden, SEB Pensionsstiftelse and Sunstone Capital have expressed interest in subscribing for shares for an amount of approximately SEK 50.3m in total.

The directed share issue

The directed share issue is intended to be conducted through an accelerated book-building procedure, based on the authorization given by Nuevolution’s Annual General Meeting on 12 October, 2017, and may entail an issue of approximately 6 to 8 million new shares (corresponding to approximately 14 to 19 per cent of the currently issued and outstanding number of shares and votes in the Company). The Company believes that using the flexibility provided by the non-preemptive placing is the most appropriate way to diversify the shareholder base among Swedish and international institutional investors and at the same time raise capital in a time efficient manner. The Company intends to use the proceeds from the directed share issue to continue expansion of its pipeline to allow more programs to be advanced, to advance specific programs towards becoming clinical development ready and to overall further strengthen the Company's deal making ability.

The accelerated book-building procedure will begin today at 17:31 on 24 May, 2018 and end before the commencement of trading on Nasdaq First North on 25 May, 2018. The book-building procedure may, at the discretion of the Company, close earlier or later and may be cancelled at any time. The Company will announce the outcome of the book-building procedure in a subsequent press release once completed.

In connection with the directed share issue, the Company has agreed to a lock-up undertaking, with customary exceptions, on future share issuances for a period of 90 calendar days after the settlement date. In addition, in connection with the directed share issue, the management, board members, Industrifonden, SEB Pensionsstiftelse, SEB Utvecklingsstiftelse, SEB Venture Capital and Sunstone Capital have agreed not to sell any shares in Nuevolution during the lock-up period, subject to customary exceptions.

The directed share issue is, among other things, subject to a resolution by the board of directors of Nuevolution, pursuant to the authorisation granted by the annual general meeting on 12 October 2017, following close of the book-building.

Advisers

Carnegie Investment Bank AB (publ) has been appointed Bookrunner and Redeye has been appointed Joint Lead Manager and Vinge is acting as legal counsel to the Company in connection with the directed share issue.

For more information, please contact: 

Alex Haahr Gouliaev, CEO

Phone: +45 3913 0902

E-mail: ahg@nuevolution.com 

Henrik Damkjaer Simonsen, CFO

Phone: +45 3913 0947

E-mail: hs@nuevolution.com 

This is information that Nuevolution AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was sent for publication, through the agency of the contact persons set out above, on 24 May 2018 at 17:31 CET.

About Nuevolution AB (publ) 

Nuevolution AB (publ) is a leading small molecule drug discovery biotech company founded in 2001, and headquartered in Copenhagen, Denmark. Nuevolution partners its discovery platform and programs with pharmaceutical and biotechnology companies to seek future benefit of patients in need of novel medical treatment option. Nuevolution’s internal programs are focused on therapeutically important targets within inflammation, oncology and immuno-oncology.

Nuevolution AB (publ) is listed at Nasdaq First North in Stockholm, Sweden (ticker: NUE). Redeye AB acts as Certified Advisor to Nuevolution AB (publ). More information about Nuevolution can be found on: www.nuevolution.com.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction. 

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied or distributed, directly or indirectly, to the United States, Australia, Canada, Japan or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law.

This announcement is not and does not form a part of any offer or solicitation to acquire, subscribe, sell or in any other way trade with shares or other securities in Nuevolution. This document has not been approved by any regulatory authority, and the information is not a prospectus in accordance with the requirements of EU Directive 2003/71 / EC (the “Prospectus Directive”). 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 Directive.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates, including with respect to prospects for pharmaceutical treatments and studies. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release 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 press release.

About Us

Nuevolution is a biotechnology company with a unique business model, where continuous revenue generation and risk mitigation represent primary objectives. This strategy is executed by a “multiple shots at goal” approach in combination with reduced research costs, where simultaneous development of multiple programs in parallel is made possible. Nuevolution is the inventor of Chemetics®. Chemetics® is a patent protected drug discovery research platform, which enables identification of small molecule (tablet based) drug candidates much more effectively and at lower cost than what is possible by other conventional methods. Nuevolution applies its research platform for the identification and development of its own pipeline of drug candidates for treatment of cancer and chronic inflammatory diseases Nuevolution applies a business model that is unique for a biotechnology company with a primary focus on revenue generation and risk minimization (i.e. lower cost development) by having a number of programs developed in parallel. Nuevolution is the inventor of Chemetics® , a patent protected drug discovery platform which enables efficient discovery of novel chemical small molecule leads for specific indications addressing disease targets within the company’s therapeutic focus areas

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