NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, JAPAN OR CANADA OR IN ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD
BE UNLAWFUL.
Today, 11 November 2016, the
board of directors of Active Biotech AB (publ) ("Active Biotech" or
the "Company") has resolved, based on the authorization from the
general meeting, on a rights issue of approximately SEK 55
million.
-
The shareholders of the Company
have pre-emptive rights to subscribe for the new shares, whereby 13
existing shares entitle to subscription for one new share.
Subscription for shares in the rights issue can only be made with
pre-emptive rights.
-
The subscription price amounts
to SEK 8 per share. Subscription shall be made during the period 23
November - 7 December 2016.
-
The rights issue is at no cost
guaranteed in its entirety by Active Biotech's largest shareholder
MGA Holding AB.
Background and
reasons
The board of directors of Active Biotech has decided to primarily
focus the Company's operations on supporting its partner Teva in
the development of the laquinimod project and its partner NeoTX
Therapeutics in the development of ANYARA as well as to conduct
only out-licensing activities for the remaining projects.
The laquinimod project is in late clinical
development for the treatment of neurodegenerative diseases. The
diseases for which clinical development is pursued are relapsing
remitting MS ("RRMS"), primary progressive multiple sclerosis
("PPMS") and Huntington's disease. Results from a pivotal clinical
phase 3 study for the treatment of RRMS are expected in the first
half of 2017 and from a clinical phase 2 study for the treatment of
PPMS in the second half of 2017. The phase 3 study in RRMS was
fully recruited in June 2015 and had then included 2199 patients.
In addition, extension studies with more than 1,000 RRMS patients
are ongoing and have yielded a clinical experience of over 11,000
patient years.
The rights issue that now is conducted aims at
providing Active Biotech with the financial stability required to
await the outcome of the ongoing phase 3 study of laquinimod for
the treatment of RRMS and the phase 2 study for the treatment of
PPMS. Laquinimod is assessed to have a significant commercial
potential and a significant and decisive impact on the Company's
commercial prospects. If the outcome of these studies is positive,
the Company expects that a positive operating result can be
achieved from and including the financial year 2018. The proceeds
from the rights issue, approximately SEK 55 million at full
subscription, are intended to be used mainly for general working
capital requirements. The Company's current liquidity and the
proceeds from the rights issue, combined with revenues from
existing and anticipated partner agreements, are according to
current plans assumed to be sufficient to finance operations until
a positive cash flow can be generated.
The rights issue
On 11 November 2016, the board of directors of Active Biotech
resolved, based on the authorization by the general meeting, to
increase the Company's share capital with not more than
approximately SEK 26,068,856.73 through issue of not more than
6,916,022 new shares. The subscription price amounts to SEK 8.00
per share, whereby Active Biotech will be provided with
approximately SEK 55 million at full subscription, before issue
expenses.
The Company's largest shareholder, MGA Holding AB,
with holdings of approximately 25.9 percent of the shares and
votes, has undertaken to subscribe for its pre-emptive part of the
rights issue. In addition, the board members Peter Sjöstrand and
Peter Thelin intend to subscribe their allotted subscription
rights. MGA Holding AB has also undertaken, without consideration,
to subscribe for all shares in the rights issue that are not
subscribed for by others. The rights issue is thereby guaranteed in
its entirety.
Subscription for shares in the rights issue can
only be made with pre-emptive rights. Shares not subscribed for
with pre-emptive rights shall be allocated to the guarantor MGA
Holding AB.
The record date for the right to participate in
the rights issue is 18 November 2016. Subscription for new shares
shall be made during the period 23 November - 7 December 2016.
A prospectus relating to the rights issue will be
made public before the commencement of the subscription period.
Indicative timetable
16 November 2016 |
Last day for trading in the Active Biotech share including
the right to participate in the rights issue. |
18 November 2016 |
Record date for the right to participate in the rights
issue. |
23 November - 7 December 2016 |
Subscription period. |
23 November - 5 December 2016 |
Trading in subscription rights. |
Advisor
Advokatfirman Vinge is legal advisor to Active Biotech in
connection with the rights issue.
For further information, please
contact:
Tomas Leanderson, President and CEO
Tel: +46 (0)46 19 20 95
E-mail: tomas.leanderson@activebiotech.com
Hans Kolam, CFO
Tel: +46 (0)46 19 20 44
E-mail: hans.kolam@activebiotech.com
Active Biotech AB
P.O. Box 724, SE-220 07 Lund, Sweden
Phone +46 (0)46 19 20 00
Fax +46 (0)46 19 11 05
Active Biotech
AB (publ) (NASDAQ Stockholm: ACTI) is a
biotechnology company with focus on neurodegenerative/inflammatory
diseases and cancer. Laquinimod, an orally administered small
molecule with unique immunomodulatory properties, is in pivotal
Phase 3 development for the treatment of relapsing remitting
multiple sclerosis. Also, laquinimod is in Phase 2 development for
the treatment of primary progressive multiple sclerosis and
Huntington's disease. Furthermore, commercial activities are
conducted for the tasquinimod, paquinimod och SILC projects. Please
visit www.activebiotech.com for more information.
This information is information
that Active Biotech AB is obliged to make public pursuant to the EU
Market Abuse Regulation. This information was submitted for
publication, through the agency of the contact persons set out
above, at 19.01 p.m. CET
on 11 November 2016.
Important information
This press release is not an offer to subscribe for shares in
Active Biotech and investors should not subscribe for or purchase
any securities, except on the basis of information provided in the
prospectus.
This
press release may not be made public, released or distributed,
directly or indirectly, in or into the United States, Australia,
Japan or Canada or in any other jurisdiction in which the
distribution of this press release would be unlawful. Further, this
press release does not constitute an offer to sell new shares,
interim shares ("BTA") or subscription rights to any person in any
jurisdiction in which it is unlawful to make such offer to such
person or where such action would require additional prospectuses,
registration or other measures other than those pursuant to Swedish
law. The prospectus, application form and other documents
associated with the rights issue may not be distributed in or to
any country where such distribution or the rights issue would
require such measures set forth in the preceding sentence or be in
violation of the regulations of such country.
The new
shares, BTA and subscription rights have not been recommended or
approved by any United States federal or state securities
commission or regulatory authority. No new shares, BTA,
subscription rights or other securities issued by Active Biotech
have been or will be registered under the U.S. Securities Act of
1933, as amended, or under the securities legislation in any state
of the United States, and may not be offered, exercised or sold in
the United States absent registration or an applicable exemption
from registration requirements. There is no intention to register
any portion of the rights issue in the United States or to conduct
a public offering of securities in the United States.
The
Company has not authorized any offer of the securities referred to
herein to the public in any country in the European Economic Area
("EEA") other than Sweden. In other member states in the EEA, the
securities may only be offered to (a) any legal entity which is a
qualified investor as defined in the Directive 2003/71/EC (the
"Prospectus Directive"); or (b) any person falling within Article
3(2) of the Prospectus Directive.
In the
United Kingdom, this communication is only being distributed to,
and is only directed at "qualified investors" (as defined in
section 86(7) of the Financial Services and Markets Act 2000) who
are (i) investment professionals falling within the meaning of
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (ii) persons
falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Order (all such persons
together being referred to as "relevant persons"). In the United
Kingdom, any investment or investment activity to which this
communication relates is available only to, and will be engaged in
only with, relevant persons. Any person who is not a relevant
person should not take any action on the basis of this
communication and should not act or rely on it or any of its
contents.
This
press release contains forward-looking statements which reflect
Active Biotech's current view on future events and financial and
operational development. Words such as "intend", "will", "expect",
"anticipate", "may", "plan", "estimate" and other expressions that
imply indications or predictions of future development or trends,
constitute forward-looking statements. Forward-looking statements
inherently involve both known and unknown risks and uncertainties
as they depend on future events and circumstances. Forward-looking
statements do not guarantee future results or development and the
actual outcome could differ materially from the forward-looking
statements. The information, opinions and forward-looking
statements included in this press release speak only as of its date
and are subject to change without notice.
Active Biotech carries out rights
issue
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Active Biotech via Globenewswire
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