Nordic Nanovector ASA – Notice of extraordinary general meeting
Not for release, publication or distribution, directly or indirectly, in the United States of America, Canada, Japan or Australia
THIS IS A RESTRICTED COMMUNICATION AND YOU MUST NOT FORWARD IT OR ITS CONTENTS TO ANY PERSON TO WHOM FORWARDING THIS COMMUNICATION IS PROHIBITED BY THE LEGENDS CONTAINED HEREIN
Oslo, Norway, 1 March 2021
Reference is made to the stock exchange announcements by Nordic Nanovector ASA ("Nordic Nanovector" or the "Company") on 23 February 2021 regarding the successfully completed private placement of 15,878,122 new shares (the "Private Placement Shares") in the Company (the "Private Placement"), and a potential subsequent repair offering of up to 2,699,280 new shares (the "Offer Shares") in the Company (the "Repair Offering").
The share capital increase pertaining to the Private Placement was resolved by the board of directors of the Company (the "Board") on 23 February 2021 pursuant to an authorisation by the Company's general meeting held 21 October 2020, while the completion of the Repair Offering is subject to the approval by the extraordinary general meeting.
Nordic Nanovector hereby calls for an extraordinary general meeting in the Company to be held on 22 March 2021 at 11.00 CET at the Company's offices at Kjelsåsveien 168, 0884 Oslo, Norway.
The following matters are on the agenda: an authorisation to the Board to issue the new shares in the Repair Offering.
The Repair Offering is, inter alia, conditional upon (i) the board of directors resolving to initiate the Repair Offering as described in the stock exchange announcement by the Company on 23 February 2021 (ii) the general meeting making the necessary resolution to grant the board with an authorisation to increase the share capital in connection with the Repair Offering, and (iii) the publication of a prospectus approved by the Norwegian Financial Supervisory Authority.
The formal resolution (including the final number of new shares to be offered) related to the Repair Offering will be made by the board of directors following the EGM and the approval and subsequent publication of a prospectus prepared in connection with the Repair Offering. The board of directors may, in its sole discretion, decide that the Company shall not carry out the Repair Offering, inter alia if the prevailing market price of the Company's shares trade lower than the subscription price and thereby making a repair offering redundant.
The Repair Offering will, if implemented, be directed towards eligible shareholders in the Company who (i) are shareholders as of 23 February 2021, as registered in the VPS as of 25 February 2021, (ii) are not allocated Offer Shares in the Private Placement and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders will be granted non-tradable subscription rights. Over-subscription will be permitted, but subscription without subscription rights will not be permitted in the Repair Offering. The subscription period in the Repair Offering is expected to commence on or about 25 March 2021, and the subscription price in the Repair Offering will be the same as in the Private Placement.
Due to the restrictions caused by COVID-19 and the advice from the Norwegian government in connection therewith, all shareholders are encouraged to exercise their shareholder rights without physical attendance at the general meeting, either through advance electronically voting through VPS Investor Services or by using the enclosed proxy form to provide proxy to the Chairman Jan Hendrik Egberts (or the person he appoints).
Shareholders may dial-in and listen to the general meeting. Call-in details will be made available on the Company's website in due time in advance of the general meeting. Please note that shareholders will not be able to exercise their shareholder rights, including casting votes or to ask questions, through the telephone conference.
The full notice with appendices are attached. The notice and the documents to which it refers are also available on www.nordicnanovector.com.
Shareholders wishing to attend the Extraordinary General Meeting, in person or by proxy, must complete and return the attendance form or power of attorney form attached to the notice to Nordea Bank Abp, Issuer Service, Postboks 1166 Sentrum, N-0107 Oslo, or by email to email@example.com no later than 19 March 2021, 16:00 CET.
ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA acted as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement (the "Managers") and the Repair Offering. Advokatfirmaet Selmer AS is acting as legal advisor to Nordic Nanovector.
For further information, please contact:
Malene Brondberg, CFO
Cell: +44 7561 431 762
Mark Swallow/Frazer Hall/David Dible (Citigate Dewe Rogerson)
Tel: +44 203 926 8535
About Nordic Nanovector:
Nordic Nanovector is committed to develop and deliver innovative therapies to patients to address major unmet medical needs and advance cancer care. The Company aspires to become a leader in the development of targeted therapies for haematological cancers. Nordic Nanovector's lead clinical-stage candidate is Betalutin®, a novel CD37-targeting antibody-radionuclide-conjugate designed to advance the treatment of non-Hodgkin's lymphoma (NHL). NHL is an indication with substantial unmet medical need, representing a growing market forecast to be worth nearly USD 29 billion by 2026. Nordic Nanovector retains global marketing rights to Betalutin® and intends to actively participate in the commercialisation of Betalutin® in the US and other major markets.
Further information can be found at www.nordicnanovector.com.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Securities Trading Act.
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in the United States of America, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act") or to publications with a general circulation in the United States of America. This document is not an offer for sale of securities in the United States of America. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. Nordic Nanovector does not intend to register any part of the Private Placement in the United States of America.
There has not been made and will not be made any public offering of the securities in the United States of America. Any public offering in the United States of America would be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it 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"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons.
Any person who is not a relevant person should not act or rely on this document or any of its contents. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an "EEA Member State") that has implemented Regulation 2017/1129 (the "Prospectus Regulation") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Regulation.
The information contained in this document does not purport to be comprehensive. None of the Managers, any of their respective subsidiary undertakings or affiliates, or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or any other information relating to the Company, its subsidiaries, affiliates or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith. The Managers disclaim any responsibility for any acts or omissions of the Company, any of the Directors or any other person in connection with the Private Placement.
The Managers are acting for the Company in connection with the Private Placement 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 providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release.
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 securities described in this press release have been subject to a product approval process, which has determined that such securities 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 securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities 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 Transaction. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only approach 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 securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward -looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Nordic Nanovector and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Nordic Nanovector assumes no responsibility to update forward -looking statements or to adapt them to future events or developments.