Publication of prospectus and description of equity and net indebtness
Attn: This press release is an English translation of the Swedish press release, which prevails. The English translation is for convenience only.
Oncology Venture Sweden AB (”Oncology Venture”) hereby publishes prospectus concerning the rights issue starting on January 11th, 2018. The prospectus is available via the company’s (www.oncologyventure.com), AktieTorgets (www.aktietorget.se) and Sedermera Fondkommissions (www.sedermera.se) respective websites. Oncology Venture hereby also publishes accounts concerning equity and net indebtness as these accounts (which not have been made public before) has been established to be part of the prospectus. Teaser and subscription form will be published in connection with the start of the subscription period.
Motive for the rights issue
The work with Oncology Venture’s pipeline is proceeding according to plan. In addition, Oncology Venture has formed two spin-out companies: 2X Oncology and OV-SPV2. Oncology Venture is positioned in an intense period with several significant activities underway and now has the opportunity to, in a focused way, increase the pace of its business operations even further, whereby the Company will need additional capital. The company therefore implements a new share issue of approx. SEK 44.7 million (before issuance costs of approx. SEK 3.9 million). Net proceeds in the current offer amounts to approx. SEK 40.8 million. The capital which is injected is intended to be used, in addition to function as working capital, primarily to conduct planned clinical trials with existing in-licensed drug candidates. In addition, an opportunity to increase the ownership of the TKI product from Novartis from 40% to 75% has recently arisen. Depending upon the conditions established by the Board of Directors, the possibility exists that a certain portion of the proceeds from the issuance of shares will be used to finance an increased ownership of the TKI inhibitor. If the ongoing DRP analysis of the biopsies from Novartis TKI inhibitor shows positive results, Oncology Venture will also use certain proceeds from the issuance of shares in order to prepare an End-of-Phase 2 meeting with the FDA, which includes the preparation of all the requisite documentation. In addition, the proceeds from the issuance of shares is intended to build up a financial buffer for positive results relating to, for instance, the 2X-121 and TKI products.
Summary of the offering
· Subscription Period: January 11th, 2018 – January 25th, 2018.
· Issue price: SEK 16.30 per share.
· Volume of Issuance: Oncology Venture is hereby conducting a rights issue of 44,745,830.90 SEK, comprising a maximum 2,745,143 shares. The rights issue is also open to the public.
· Record Date and Preferential rights: Last day of trading in Oncology Ventures stock shares including the right to receive subscription rights is January 5th, 2018 and the first day of trading excluding the right to receive subscription rights is January 8th, 2018. The record date is January 9th, 2018. Each currently held stock share qualifies for one (1) subscription right. Possession of four (4) subscription rights entitle to subscription of one (1) new share.
· Subscription commitments and guarantee commitments: Oncology Venture has received subscription commitments of approximately 16.0 million SEK, which equals around 36 % of issue volume and guarantee subscriptions of 20.9 million SEK, which equals around 47 % of issue volume. Thus, in total the company has agreed on approximately 83 % of the issue volume through subscription commitments and guarantee commitments.
· Number of shares before the rights issue: 10,980,573 shares.
· Valuation (pre-money): Approximately SEK 179 million.
· Trading in subscription rights: Trading in subscription rights will be done at AktieTorget during the time period January 11th, 2018 – January 23rd, 2018.
· Trading in BTA: Trading in BTAs (paid subscription share) will take place on AktieTorget from January 11th, 2018 until Bolagsverket (the Swedish Company Authority) has registered the new rights issue. This registration is expected to take place in mid-February 2018.
Financial advisor
Sedermera Fondkommission is the financial advisor to Oncology Venture in connection with the planned rights issue.
For equity and net indebtness, please see below.
Consolidated shareholder equity and net indebtness
The Group’s consolidated net debt ratio (indebtedness/shareholder equity) as per October 31st, 2017 in the table “Shareholder Equity and Net Indebtedness” below, amounts to approximately -18.0%.
Net indebtedness
| (SEK thousands) | Net indebtedness | 10/31/2017 |
| (A) | Cash on hand and bank balances | 12,264 |
| (B) | Cash and cash equivalents (VAT refund) | 0 |
| (C) | Easily marketable financial securities/investments | 0 |
| (D) | Total liquidity; (A)+(B)+(C) | 12,264 |
| (E) | Current receivables | 12,862 |
| (F) | Short-term bank debt | 0 |
| (G) | Short-term portion of long-term debt | 0 |
| (H) | Other current liabilities | 4,802 |
| (I) | Total short-term liabilities; (F)+(G)+(H) | 4,802 |
| (J) | Net short-term indebtedness; (I)-(E)-(D) | -20,324 |
| (K) | Long-term bank loans | 0 |
| (L) | Bonds issued | 0 |
| (M) | Other long-term loans | 0 |
| (N) | Long-term indebtedness; (K)+(L)+(M) | 0 |
| (O) | Net indebtedness; (J)+(N) | -20,324 |
Shareholder equity and liabilities
| (SEK thousands) | Shareholder Equity | |
| (A) | Share capital | 1,523 |
| (B) | Share premium reserve | 128,723 |
| (C) | Statutory reserve (other capital contributions) | 0 |
| (D) | Additional reserves | 12,418 |
| (E) | Total shareholder equity; (A)+(B)+(C)+(D) | 82,457 |
| (SEK thousands) | Current liabilities | |
| (A) | Secured | 0 |
| (B) | Against collateral | 0 |
| (C) | Unsecured credits | 4,802 |
| (D) | Total short-term liabilities; (A)+(B)+(C) | 10,956 |
| (SEK thousands) | Long-term liabilities | |
| (A) | Secured | 0 |
| (B) | Against collateral | 0 |
| (C) | Unsecured credits | 0 |
| (D) | Total long-term liabilities; (A)+(B)+(C) | 0 |
För questions concerning the rights issue, please contact:
Sedermera Fondkommission
Telephone: +46 (0) 40-615 14 10
E-mail: info@sedermera.se
For further information, please contact
| Ulla Hald Buhl, COO andChief IR & CommunicationsMobile: +45 2170 1049E-mail: uhb@oncologyventure.com | Or | Peter Buhl Jensen, CEOMobile: +45 21 60 89 22E-mail: pbj@oncologyventure.com |
About Oncology Venture Sweden AB
Oncology Venture Sweden AB is engaged in the research and development of anti-cancer drugs via its wholly owned Danish subsidiary Oncology Venture ApS. Oncology Venture has a license to use Drug Response Prediction – DRP® – in order to significantly increase the probability of success in clinical trials. DRP® has proven its ability to provide a statistically significant prediction of clinical outcomes from drug treatment in cancer patients in 29 of the 37 clinical studies that were examined. The Company uses a model that alters the odds in comparison with traditional pharmaceutical development. Instead of treating all patients with a particular type of cancer, patients’ tumors genes are screened first and only those who are most likely to respond to the treatment will be treated. Via a more well-defined patient group, the risk and costs are reduced while the development process becomes more efficient.
The current product portfolio: LiPlaCis® for Breast Cancer in collaboration with Cadila Pharmaceuticals, Irofulven developed from a fungus for prostate cancer and APO010 – an immuno-oncology product for Multiple Myeloma.
Oncology Venture has spun out two companies in Special Purpose Vehicles: 2X Oncology Inc. a US based company focusing on Precision medicine for women’s cancers with a pipeline of three promising phase 2 product candidates. OV-SPV 2 is a Danish company that shall test and potentially develop an oral phase 2 Tyrosine Kinase inhibitor. Oncology Venture currently holds 92 percent of the shares in 2X Oncology Inc. and 40 percent of the shares in OV-SPV 2.