BIOTEC – CONTEMPLATED PRIVATE PLACEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Tromsø, Norway, 14 June 2018) Biotec Pharmacon ASA (the "Company", ticker "BIOTEC") has retained Carnegie (the "Bookrunner") to advise on and effect a private placement of new shares directed towards existing and new Norwegian and international investors after the close of Oslo Stock Exchange today, 14 June 2018 (the "Private Placement"). In the Private Placement, the Company is offering up to 4,390,000 new shares each with a par value of NOK 1.00 (the "Offer Shares"), representing approximately 10% of the issued share capital of the Company.
The net proceeds from the Private Placement will be used to fund a number of exciting opportunities which can be developed into value creating businesses:
- Biotec Pharmacon’s SBG® has in a recent phase II study shown promising effects as an adjuvant to vaccine treatment against relapse of neuroblastoma, and the Company needs to develop this business case further.
- ArcticZymes has a great potential for further growth and the Company needs to invest more to accelerate product and portfolio development.
- To identify non-organic and complementary growth opportunities in ArcticZymes, the Company needs dedicated resources.
- Building an advanced wound care product franchise takes time as a large number of wound care nurses needs to try the product and be convinced of its benefits. The Company does not intend to increase the market pressure for the Woulgan gel, but will accelerate the development of a dry-layer formulation, once the gel shows commercial traction, thus increasing the value proposition for a potential partner.
The subscription price in the Private Placement will be determined by the Company's board of directors through an accelerated bookbuilding process. The minimum subscription and allocation in the Private Placement has been set to the number of Offer Shares that equals an aggregate subscription price of at least the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations are available.
The bookbuilding period for the Private Placement will commence today, 14 June 2018 at 16:30 hours (CET) and close on 15 June 2018 at 08:00 hours (CET). The Company may, however, at any time resolve to close or extend the bookbuilding period at its own discretion and for any reason. Any extension or shortening of the Application Period will be communicated to the market.
The Company will announce the final number of Offer Shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, 15 June 2018.
Notification of allotment and payment instructions will be communicated to the applicants by the Bookrunner on or about 15 June 2018, subject to any shortenings or extensions of the bookbuilding period. Settlement of the allocated Offer Shares is expected to take place on a delivery versus payment basis on or about 19 June 2018. The Offer Shares allocated in the Private Placement will be tradable upon the registration of the share capital increase with the Norwegian Register of Business Enterprises (expected on or about 19 June 2018).
Completion of the Private Placement is subject to (i) approval by the Board of Directors pursuant to an authorisation to increase the share capital granted by the Company’s Annual General Meeting held 7 May 2018, (ii) the Company resolving to consummate the Private Placement and allocate the Offer Shares, and (iii) registration of the share capital increases in the Company pertaining to the Private Placement with the Norwegian Register of Business Enterprises.
The share offering will be carried out as a private placement in order to complete a transaction without the significant discount typically seen in rights issues, and also for the Company to be able to complete a transaction in today's market conditions in an efficient manner with limited costs in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights will be deviated from.
For additional information:
Christian Jørgensen, CEO, +47 47 79 24 57, firstname.lastname@example.org
Børge Sørvoll CFO, +47 95 29 01 87, email@example.com
About Biotec Pharmacon ASA:Biotec Pharmacon ASA is the parent company of Biotec BetaGlucans AS and ArcticZymes AS. Biotec BetaGlucans develops, manufactures and markets novel immunomodulating products, including Woulgan®, an advanced wound care product for stalled wounds with a proprietary medicinal ingredient. ArcticZymes develops, produces and markets recombinant enzymes of marine origin used in molecular DNA technologies and diagnostics, representing growth markets where rapid technological developments are creating a strong demand for new and improved enzymes.
The information in this announcement is subject to the disclosure requirements of the Norwegian Securities Trading Act section 5-12.
This announcement is not and does not form a part of any offer for sale of securities.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
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 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 in the United States or to conduct a public offering of securities in the United States.
This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such 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 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.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.