Oslo, November 17, 2016 - Reference is made to PCI Biotech Holding ASA's ("PCI Biotech" or the "Company") stock exchange announcement on 27 October 2016 in relation to a planned share issue of NOK 40-50 million. Having completed a thorough evaluation of its financing alternatives, and on the basis of strong investor demand and feed-back, the Company proposes to carry out a fully underwritten rights issue of NOK 70 million at a subscription price of NOK 7 per share, with pre-emptive subscription rights for existing shareholders (the "Rights Issue"). The Board of Directors has resolved to call for an extraordinary general meeting (the "EGM") to be held on 8 December 2016 to resolve the Rights Issue. The notice of the EGM will be distributed separately.
The Rights Issue is fully underwritten, subject to customary terms and conditions, by an underwriting syndicate established by Fondsfinans AS ("the Financial Advisor" or "Bookrunner"). The underwriters will receive an underwriting fee equal to 2.0 per cent of their respective underwriting obligations.
Hans Peter Bøhn, Chairman of the Board of PCI Biotech, and Lars Viksmoen, member of the Board of PCI Biotech, have both entered into the underwriting agreement and have each separately underwritten NOK 1.0 million of the Rights Issue. Hans Peter Bøhn currently owns 50,000 shares in PCI Biotech.
The Rights Issue
Completion of the Rights Issue is subject to shareholders' approval at the EGM to be held on 8 December 2016 and that an EEA-prospectus for the Rights Issue is approved by the Financial Supervisory Authority of Norway and published in accordance with applicable laws.
Through the Rights Issue, the share capital of PCI Biotech will be increased by NOK 30,000,000 through an issue of 10,000,000 new shares, each with a nominal value of NOK 3.00. Shareholders in the Company as at close of trading on Oslo Axess on 8 December 2016 (as evidenced in the VPS shareholder register on 12 December 2016, being the "Record Date"), who may lawfully participate in the Rights Issue ("Eligible Shareholders"), will be granted subscription rights giving a preferential right to subscribe for and be allocated new shares in the Rights Issue, meaning that the share will trade exclusive of the right to receive subscription rights from and including 9 December 2016 for trades subject to ordinary T+2 settlement in the VPS. Each Eligible Shareholder will be granted approximately 0.6711 subscription rights for each existing share registered as being held by such existing shareholders in the VPS as of the Record Date. The number of subscription rights issued to each Eligible Shareholder will be rounded down to the nearest whole subscription right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one (1) new share in the Rights Issue. Over-subscription by holders of subscription rights or subscription for shares without subscription rights will be permitted. Further details of the terms of the Rights Issue will be described in the prospectus to be released in connection with commencement of the subscription period for the Rights Issue (see indicative timeline below).
The subscription rights will be tradable and listed on Oslo Axess during the subscription period for the Rights Issue. Any subscription rights not used or sold during the subscription period will lapse and cease to carry any value.
The subscription price per new share in the Rights Issue is NOK 7 per share. The subscription price corresponds to a discount of approximately 26.4 per cent to the implied Theoretical Ex-Rights Price of NOK 9.5 based on PCI Biotech's closing share price on 16 November 2016. Following completion of the Rights Issue, the share capital of PCI Biotech will be NOK 74,701,170 consisting of 24,900,390 shares, each with a nominal value of NOK 3. The Rights Issue will result in gross proceeds to PCI Biotech of NOK 70,000,000.
Below is an indicative time table for the Rights Issue:
08 December 2016: EGM to resolve the Rights Issue
08 December 2016: Last day of trading in PCI Biotech shares inclusive subscription rights
09 December 2016: PCI Biotech shares trade excluding rights to participate in the Rights Issue
12 December 2016: Record date for determining the right to receive subscription rights, at which date the VPS shareholders register for trades with ordinary settlement in VPS (T+2) will show shareholders of the Company as per the end of trading on 8 December 2016
On or about 14 December 2016: Publication of prospectus and first day of subscription period for the Rights Issue
On or about 05 January 2017: Last day of subscription period for the Rights Issue
On or about 06 January 2017: Allocation of new shares
On or about 12 January 2017: Payment for new shares
On or about 13 January 2017: Registration of share capital increase in the Norwegian Register of Business Enterprises
Fondsfinans is acting as Bookrunner in connection with the Rights Issue. Advokatfirmaet Ræder DA is acting as the Company's legal advisor in connection with the Rights Issue.
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisors are acting exclusively for the Company 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 advice in relation to the Rights Issue, the contents of this announcement or any of the matters referred to herein. The Rights Issue and the distribution of this announcement and other information in connection with the Rights Issue may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions.
The Rights Issue will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the Rights Issue in any jurisdiction outside of Norway in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This publication is not for distribution, directly or indirectly, in or into the United States, nor is it an offer for sale of or the solicitation of an offer to purchase securities in the United States. Any securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. Copies of this publication are not being, and may not be, distributed or sent into the United States.
About PCI Biotech
PCI Biotech is a biopharmaceutical company focusing on development and commercialisation of novel therapies for the treatment of cancer through its innovative photochemical internalisation (PCI) technology platform. PCI is applied to three distinct anticancer paradigms: fima Chem (enhancement of chemotherapeutics for localised treatment of cancer), fima Vacc (T-cell induction technology for therapeutic vaccination), and fima NAc (nucleic acid therapeutics delivery).
Photochemical internalisation induces triggered endosomal release that is used to unlock the true potential of a wide array of therapeutic modalities. The company's lead fima Chem programme consists of a Phase I/II clinical study in bile duct cancer, an orphan indication with a high unmet need and without approved products. fima Vacc applies a unique mode of action to enhance the essential cytotoxic effect of therapeutic cancer vaccines, which works in synergy with several other state-of-the-art vaccination technologies. fima NAc utilises the endosomal release to provide intracellular delivery of nucleic acids, such as mRNA and siRNA therapeutics, thereby addressing one of the major bottlenecks facing this emerging and promising field.
For more information visit: www.pcibiotech.com
Contact information: PCI Biotech Holding ASA, Ullernchausséen 64, N-0379 Oslo
Per Walday, CEO, email@example.com, Mobile: +47 917 93 429
Last updated on: 18/11/2016
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