NORDIC NANOVECTOR – LAUNCH OF INITIAL PUBLIC OFFERING
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT.
Oslo, 11 March 2015. Reference is made to the announcement on 29 January 2015 regarding the intention to list the shares of Nordic Nanovector ASA (“Nordic Nanovector”, the “Company”, OSE ticker code: “NANO”) on the Oslo Stock Exchange and the contemplated initial public offering (the “Offering”), and the stock exchange notice by the Oslo Stock Exchange dated 25 February 2015, whereby the board of directors of the Oslo Stock Exchange resolved to admit the shares of Nordic Nanovector to list on the Oslo Stock Exchange, subject to the Company publishing an approved prospectus prior to the first day of listing.
Nordic Nanovector has resolved to launch the Offering. Subject to the successful completion of the Offering, the shares of Nordic Nanovector are expected to be admitted to listing and commence trading on the Oslo Stock Exchange on or about 23 March 2015.
The Offer Shares (as defined below) are expected to be offered for sale at a price between NOK 27 and NOK 33 per Offer Share, corresponding to a pre-money equity value (excluding issuance of new shares) of between NOK 717 million and NOK 876 million. The final offer price per Offer Share may, however, be set above or below this indicative price range.
The Offering consists of an offer of new shares (the “New Shares”) to be issued by the Company to raise an amount of approximately NOK 400 million. In addition, the Managers (as defined below) may elect to over-allot a number of additional shares (the “Additional Shares”, and together with the New Shares, the “Offer Shares”) equalling up to approximately 15% of the number of New Shares. The Company has granted ABG Sundal Collier, on behalf of the Managers, an over-allotment option to purchase a corresponding number of Additional Shares to cover any such over-allotments. The final number of Offer Shares will depend on the final offer price.
The Company will receive the proceeds from the issuance of the New Shares.
The Company, and members of the Company’s Board of Directors and Management owning shares in the Company, will be subject to a customary lock-up period of twelve months following the Offering. In addition, certain of the Company’s largest shareholders will be subject to lock-up restrictions on their shares for a period of six months.
The Financial Supervisory Authority of Norway has approved the prospectus dated 10 March 2015 (the “Prospectus”) that has been prepared in connection with the Offering. The terms and conditions for the Offering, as further set out in the Prospectus, comprise:
• An institutional offering, in which Offer Shares are being offered to (a) investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from the prospectus requirements, and (c) in the United States to QIBs in reliance on an exemption from the registration requirements under the U.S. Securities Act. The institutional offering is subject to a lower limit per application of NOK 2,500,000.
• A retail offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of NOK 2,499,999 for each investor. Investors who intend to place an order in excess of NOK 2,499,999 must do so in the institutional offering. Multiple applications by one applicant in the retail offering will be treated as one application with respect to the maximum application limit.
The bookbuilding period for the institutional offering is expected to take place from 11 March 2015 at 09:00 hours (CET) to 19 March 2015 at 15:00 hours (CET). The application period for the retail offering is expected to take place from 11 March 2015 at 09:00 hours (CET) to 19 March 2015 at 12:00 hours (CET). The Company, in consultation with the Managers, reserves the right to shorten or extend the bookbuilding period and the application period at any time. The Company will, in consultation with the Managers, determine the final number of Offer Shares and the final offer price on the basis of the bookbuilding process in the institutional offering and the number of applications received in the retail offering.
The final pricing of the transaction is expected to be announced on or about 20 March 2015 with trading of the shares in Nordic Nanovector on the Oslo Stock Exchange commencing on or about 23 March 2015 under the ticker code “NANO”.
Completion of the Offering on the terms set forth in the Prospectus is otherwise only conditional on (i) the Board of Directors of the Company resolving to proceed with the listing, (ii) the Company, in consultation with the Managers, having approved the offer price and the allocation of the Offer Shares to eligible investors following the bookbuilding process and (iii) the Managers, not prior to the registration of the share capital increase relating to the issuance of the Offer Shares having terminated their commitments to pre-pay the subscription amount for the Offer Shares. There can be no assurance that the conditions for completion of the Offering will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended.
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.nordicnanovector.com, www.abgsc.no, www.carnegie.no and www.dnb.no/emisjoner from today 11 March 2015 at 09:00 hours (CET). Hard copies of the Prospectus may be obtained free of charge at the offices of Nordic Nanovector at Kjelsåsveien 168B, N-0884 Oslo, Norway, or by contacting one of the Managers.
ABG Sundal Collier and DNB Markets, a part of DNB Bank ASA, are acting as Joint Global Coordinators for the Offering and ABG Sundal Collier, Carnegie and DNB Markets are acting as Joint Bookrunners for the Offering. The Joint Global Coordinators and Joint Bookrunners are herein referred to as the “Managers”.
For further queries, please contact:
Luigi Costa, CEO
Cell: (41) 79 124 8601
Fax: (47) 22 58 00 07
E-mail: lcosta@nordicnanovector.com
Tone Kvåle, CFO
Cell: (47) 91 51 95 76
Fax: (47) 22 58 00 07
E-mail: tkvale@nordicnanovector.com
About Nordic Nanovector
Nordic Nanovector is a biotech company focusing on the development and commercialization of novel targeted therapeutics in haematology and oncology. The Company’s lead clinical-stage product opportunity is Betalutin™, the first in a new class of Antibody-Radio-Conjugates (ARCs), designed to improve upon and complement current options for the treatment of Non-Hodgkin’s Lymphoma (NHL). NHL is an indication with substantial unmet medical need and orphan drug opportunities, representing a growing market worth over $12 billion by 2018.
Betalutin™ comprises a tumor-seeking anti-CD37 antibody conjugated to low intensity radionuclide (Lutetium 177). It has shown promising efficacy in Phase 1 studies in a difficult-to-treat NHL patient population and as well as a very favourable tolerability. Betalutin™ is fast advancing through clinical development and with first approval anticipated in 2018.
Nordic Nanovector intends to retain marketing rights and to actively participate in the commercialization of Betalutin™ in core markets, while exploring potential distribution agreements in selected geographies. The Company is committed to developing its ARC pipeline to treat a number of select cancer indications.
Further information about the Company can be found at www.nordicnanovector.com.
IMPORTANT INFORMATION
United States
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Shares”) of Nordic Nanovector ASA (the “Company”) in the United States, Norway or any other jurisdiction. The Shares 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 Shares 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.
European Economic Area
Any offering of securities will be made by means of a prospectus to be published that may be obtained from the issuer or selling security holder, once published, and that will contain detailed information about the Company and its management, as well as financial statements.
These materials are an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not subscribe for any securities referred to in these materials except on the basis of information contained in the prospectus.
In any EEA Member State other than Norway (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus Directive as implemented in 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 Article 2(1)(e) of the Prospectus Directive (“Qualified Investors”), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.
United Kingdom
In the United Kingdom, these materials are only being distributed to and are 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”). These materials 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 document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
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