BerGenBio ASA: Resolution to increase the share capital for settlement of underwriting commission
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Bergen, Norway, 17 April 2024: Reference is made to the stock exchange announcement published by BerGenBio ASA ("BerGenBio" or the "Company") 16 April 2024 regarding the final results for the second exercise period for the warrants (the "Warrants") issued in connection with the Company's rights issue in June 2023 raising gross proceeds of NOK 250 million (the "Rights Issue").
In connection with the second and final exercise period for the Warrants, the Company entered into underwriting agreements dated 1 April 2024 (the "Underwriting Agreements"), with among others, Munkekullen förvaltning 5 AB and Buntel AB (the "Underwriters"). Pursuant to the Underwriting Agreements, each of the Underwriters are entitled to an underwriting fee of 12% of its respective underwriting obligation, to be settled by way of subscription of new shares in the Company issued at the same subscription price as in last exercise period for the Warrants, i.e. NOK 0.1255 per fee share in the Company (the "Fee Shares").
The Underwriters shall therefore receive a total of 113,456,919 Fee Shares, at a subscription price of NOK 0.1255 per Fee Share for a total subscription amount of NOK 14,238,843.3345.
Therefore, the Company's board of directors has today, pursuant to the authorisation granted by the general meeting held on 22 May 2023, resolved to increase the Company's share capital with NOK 11,345,691.90 by the issuance of 113,456,919 Fee Shares, each with a nominal value of NOK 0.10, at a subscription price of NOK 0.1255 per share, raising gross proceeds of in aggregate NOK 14,238,843.3345.
Following registration of the share capital increase with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) (and assuming that the share capital increase pertaining to the exercise of Warrants has been registered), the Company's share capital will be NOK 390,871,156.70, divided into 3,908,711,567 shares, each with a nominal value of 0.10.
The Fee Shares are expected to be tradable on the Oslo Stock Exchange from the time the share capital increase pertaining to such shares has been registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret).
For further information, please contact:
Martin Olin CEO, BerGenBio ASA
Rune Skeie, CFO, BerGenBio ASA
Jan Lilleby, Media Relations, BerGenBio ASA
For information about the Warrants please contact one of the managers (the "Managers"):
Arctic Securities AS, tel.: + 47 21 01 30 40
Carnegie AS, tel.: +47 22 00 93 40
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
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 does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the U.S.Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Norway, which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer.
In the United Kingdom, this announcement is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This announcement are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers 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 of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. Any offering of the securities referred to in this announcement will be made by means of a prospectus.
This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus dated 26 May 2023 and stock exchange announcements published in connection with the Rights Issue and the Warrants. Copies of the Prospectus is available from the Company's registered office and, subject to certain exceptions, on the websites of the Company (www.bergenbio.com), (Carnegie www.carnegie.no/ongoing-prospectuses-and-offerings) and Arctic Securities AS (www.arctic.com/offerings).
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
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.
This information is published in accordance with the requirements of the Continuing Obligations.