InDex Pharmaceuticals announces intention of a directed share issue
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September 19, 2019 - InDex Pharmaceuticals Holding AB (publ) (“InDex” or the “Company”) (Nasdaq First North Growth Market: INDEX) hereby announces its intention of a placement of shares corresponding to up to approximately 30 percent of the total number of shares in the Company through issuance of new shares directed to Swedish and international institutional investors. The directed share issue is intended to be carried out, in part based on the authorization granted by the annual general meeting held on 6 May, 2019, and in part subject to the approval of an extraordinary general meeting (together the “Directed Share Issue”). InDex has engaged Carnegie Investment Bank AB (publ) and Pareto Securities AB to act as Joint Bookrunners (together the “Joint Bookrunners”) in connection with the Directed Share Issue.
The subscription price and the total number of new shares in the Directed Share Issue (the “New Shares”) will be determined through an accelerated book building procedure (the “Book building”), which will begin immediately following this announcement. The number of New Shares will amount to no more than 30 percent of the total number of outstanding shares in the Company. Pricing and allocation of the New Shares is expected to take place before the beginning of trading on Nasdaq First North Growth Market on 20 September 2019. The Book building, pricing and allocation may, at the discretion of the Company and/or the Joint Bookrunners close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Directed Share Issue. The Company will announce the outcome of the Directed Share Issue after closing of the Book building.
Provided that the Board of Directors resolve upon the Directed Share Issue, a notice to an extraordinary general meeting will be published in order to approve the Board of Directors' decision regarding the part of the Directed Share Issue not resolved by the board based on the authorization from the annual general meeting on 6 May 2019. A notice is expected to be published in connection to the announcement of the outcome of the Book building. The Company's principal owners, SEB Venture Capital, Stiftelsen Industrifonden, and Bengt Julander (through companies) who together hold approximately 46 percent of the shares and votes in InDex, have announced their intention to vote in favor of the Board of Directors' decision to issue new shares at the extraordinary general meeting which requires the extraordinary general meeting's approval.
The net proceeds from the Directed Share Issue are intended to be used to advance the Company’s lead drug candidate, cobitolimod, towards phase III, including (i) study drug manufacturing, (ii) additional non-clinical studies, (iii) CRO initiation and study feasibility, as well as for general corporate purposes and financial flexibility.
The reasons for the deviation from the shareholders' preferential rights are to raise capital for planned preparations towards a phase III clinical program in a timely and cost-efficient manner and to diversify the shareholder base. The Board of Directors’ assessment is that the subscription price in the Directed Share Issue will be in accordance with market conditions, since it will be determined through an accelerated book building procedure.
In connection with the Directed Share Issue, the Company has undertaken, subject to customary exceptions, not to issue additional shares for a period of 180 calendar days after the settlement date. In addition, members of the Board of Directors of InDex and management of InDex, who own shares or warrants, have agreed not to sell any shares in the Company for a period of 90 calendar days after the settlement date, subject to customary exceptions. Furthermore, SEB Venture Capital, Stiftelsen Industrifonden and Bengt Julander (through companies) have agreed not to sell any shares in the Company for a period of 90 calendar days after the settlement date subject to customary exceptions, excluding commitments under issued call options.
Carnegie Investment Bank AB (publ) and Pareto Securities AB have been appointed Joint Bookrunners in connection with the Directed Share Issue. Setterwalls Advokatbyrå acts as legal counsel to the Company and Baker McKenzie acts as legal counsel to the Joint Bookrunners as to Swedish and US law in connection with the Directed Share Issue.
For further information, please contact:
Peter Zerhouni, CEO of InDex Pharmaceuticals
Telephone: +46 (0) 8 508 847 35
This information disclosed by InDex Pharmaceuticals Holding AB (publ) constitutes inside information as defined in the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact person above, on 19 September, 2019 at 17:31 (CEST).
InDex Pharmaceuticals in brief
InDex is a pharmaceutical development company focusing on immunological diseases where there is a high unmet medical need for new treatment options. The Company’s lead asset is the drug candidate cobitolimod, which is in late stage clinical development for the treatment of moderate to severe ulcerative colitis – a debilitating, chronic inflammation of the large intestine. InDex has also developed a platform of patent protected discovery stage substances, so called DNA based ImmunoModulatory Sequences (DIMS), with the potential to be used in treatment of various immunological diseases.
InDex is based in Stockholm, Sweden. The Company’s shares (ticker INDEX) are traded on Nasdaq First North Growth Market. Redeye AB with email address email@example.com and phone number +46 8 121 576 90 is the Company’s Certified Adviser. For more information, please visit www.indexpharma.com.
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 in which this press release has been released, announced or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in InDex in any jurisdiction. This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Shares.
Any investment decision in connection with the Directed Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Joint Bookrunners. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
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, reproduced or distributed, directly or indirectly, in whole or in part, within or into, to the United States, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa, Switzerland or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of the (EU) Regulation 2017/1129 (the “Prospectus Regulation”) and has not been approved by any national competent authority in any jurisdiction. InDex has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State as defined in the Prospectus Regulation.
In the United Kingdom, this press release 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 press release and should not act or rely on it.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that the New Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.
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.