BerGenBio ASA - Information about the Warrants issued in connection with the Rights Issue
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
Rune Skeie, CFO, BerGenBio ASA
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.