BIONOR PHARMA ASA
STOCK EXCHANGE ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES
Bionor Pharma - Approval and publication of prospectus, commencement of subscription period and listing of new shares
(Oslo, Norway, 14 September 2016) Reference is made to the stock exchange announcement by Bionor Pharma ASA ("Bionor" or the "Company", ticker "BIONOR") dated 9 September 2016 regarding the completion of the Company's extraordinary general meeting ("EGM").
At the EGM the Company's shareholders among other passed resolutions approving the following: (i) A share capital reduction to facilitate the completion of the private placement and the rights issue through issuance of new shares at a subscription price of NOK 0.10 (the "Share Capital Reduction"), (ii) the completion of a private placement to selected new investors (the "Private Placement"), (iii) a guaranteed rights issue to shareholders in the Company as per the end of 9 September 2016 who shall have preferential rights to subscribe for new shares, provided such shareholders 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 "Rights Issue").
The Norwegian Financial Supervisory Authority (the "NFSA") has today approved the prospectus of the Company dated 14 September 2016 (the "Prospectus") prepared in connection with (i) the listing on Oslo Børs of 525,000,000 new shares issued in connection with the Private Placement at a subscription price of NOK 0.10 per share; and (ii) the Rights Issue and listing of 525,000,000 new shares ("Offer shares") at a subscription price of NOK 0.10 per share with transferable subscription rights for eligible shareholders.
The subscription period for the Rights Issue will commence on 15 September 2016 at 09:00 CET and will end on 29 September 2016 at 16:30 CET (the "Subscription Period").
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available on the following website: www.sb1markets.no . Hard copies of the Prospectus may be obtained by contacting the Company (telephone: +47 23 01 09 60) or SpareBank 1 Markets (telephone: +47 24 14 74 00).
The Rights Issue is guaranteed fully subscribed by the investors that have subscribed for shares in the Private Placement. Please see section 18.3.11 of the Prospectus for further information about the guarantee.
Eligible shareholders of the Company as per the end of 9 September 2016 (registered as such in the Norwegian Central Securities Depository on 13 September 2016, (the "Record Date")) (the "Eligible Shareholders"), will be granted 1.5640403 transferable subscription rights per share held at the Record Date (the "Subscription Rights"), rounded down to the nearest whole Subscription Right.
Each of the Subscriptions Rights provide preferential rights to subscribe for, and be allocated, one Offer Share at the subscription price of NOK 0.10 per Offer Share (subject to applicable law in the relevant jurisdiction of an Eligible Shareholder). Over-subscription and subscription without Subscription Rights is allowed.
The Subscription Rights will be listed and tradable on Oslo Børs during the Subscription Period under the ticker code "BIONOR T". The Subscription Rights are expected to have an economic value if the Bionor shares trade above the Subscription Price during the Subscription Period. Subscription Rights that are not exercised or sold before the end of the Subscription Period (i.e. before 29 September 2016 at 16:30 CET) will have no value and will lapse without compensation to the holder. Holders of Subscription Rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in the Prospectus and that holding Subscription Rights in itself does not represent a subscription for Offer Shares.
If an Eligible Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the aggregate number of Subscription Rights to which it is entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
The Subscription Rights and the Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers and sales of the Offer Shares (pursuant to the exercise of the Subscription Rights or otherwise) may lawfully be made.
The Rights Issue will result in an immediate dilution of 37.9% for Eligible Shareholders who do not participate in the Rights Issue.
Subject to timely payment of the entire subscription amount in the Rights Issue, it is expected that the Offer Shares will be issued and delivered to the VPS accounts of the subscribers to whom they are allocated on or about 12 October 2016. The Offer Shares allocated in the Rights Issue are expected to be traded on Oslo Børs from and including 13 October 2016.
For complete information about the Rights Issue and the risk factors in connection with the Company and the shares, please see the Prospectus, in particular Section 18.3, "The Rights Issue" and Section 2, "Risk Factors". For a description of restrictions in respect of subscription of Offer Shares and trading in and/or exercising Subscription Rights, reference is made to Section 19, "Selling and transfer restrictions", in the Prospectus.
SpareBank 1 Markets is acting as sole manager for the Private Placement and the Rights Issue.
A letter containing information about the Rights Issue will be submitted to the Company's shareholders as registered in the VPS at the end of 9 September 2016 who 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. Please see a copy of the letter attached to this stock exchange announcement.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Bionor Pharma's mission is to enable the immune systemto fight HIV infection. Bionor is the first company, which has successfully completed a clinical trial using the shock and kill approach, thereby creating a strong foundation for further advancing its therapeutic vaccine Vacc-4x in combination with other agents towards a functional cure. The company believes it has first mover potential based on clinical results to date and early adoption of the shock and kill strategy. In December 2015, Bionor announced that the HIV trial REDUC with Vacc-4x and romidepsin successfully met its primary endpoint by reducing latent HIV reservoir and further demonstrated control of viral load. Bionor currently retains full ownership rights to the HIV immunotherapy Vacc-4x, i.e., the upside potential from partnering or licensing remains with the company's shareholders. Bionor is listed on Oslo Børs (OSE:BIONOR). More information about Bionor is available at www.bionorpharma.com .
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia Canada, Japan, Hong Kong or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor SpareBank 1 Markets AS assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.Bionor_SEA20160914_ApprovalOfProspectus
Last updated on: 15/09/2016
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