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IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE
BERGEN, Norway, May 4,
2020 /PRNewswire/ -- Reference is made to the stock exchange
announcement by BerGenBio ASA (OSE: BGBIO) ("BerGenBio" or
the "Company") on 4 May 2020
regarding a contemplated private placement of new shares in the
Company (the "Private Placement").
The Company is pleased to announce that the Private Placement
has been successfully placed, raising gross proceeds of
NOK 500 million through the
allocation of 13,325,000 shares at a subscription price of
NOK 37.50 per share (the
"Subscription Price"). The Private Placement, that was
oversubscribed, took place through an accelerated book building
process after close of market on 4 May
2020. Arctic Securities AS, Carnegie AS and DNB Markets, a
part of DNB Bank ASA acted as Joint Bookrunners (together the
"Managers") in connection with the Private Placement.
The Company intends to use the net proceeds from the Private
Placement to take full advantage of clinical development
opportunities stemming from the Company's technology and to
progress readiness for early commercialisation possibilities, as
well as for general corporate purposes.
In connection with the Private Placement, a group of employees
in the Company realized a small portion of their existing shares or
shares acquired through exercise of options, in total 302,500
shares in the Company, at the same price as the subscription price
in the Private Placement (the "Secondary Sale", and together with
the Private Placement the "Transaction"). The following primary
insiders either subscribed for shares or sold shares or options in
the Transaction:
Meteva AS, represented on the board of directors by Sveinung
Hole, was allocated 1,706,667 shares in the Transaction. Following
the Transaction, Meteva will own 21,956,142 shares in the Company,
equal to 25.32% of the share capital.
Altitude Capital AS, represented on the board of directors by
Grunde Eriksen, was allocated 65,000 shares in the Transaction.
Following the Transaction, Altitude Capital AS, will own 780,000
shares in the Company, equal to 0.90% of the share capital.
Richard Godfrey (Chief Executive
Officer and primary insider) has through Gnist Holding AS sold
200,000 existing shares in the Company as part of the Transaction.
Following the Transaction, Richard
Godfrey will own 21,005 shares (equal to 0.02% of the
share capital) and 1,542,617 options in the Company.
Endre Kjærland (Associate Director of IP and Contracts and
primary insider) will as part of the Transaction exercise options
and sell 20,000 shares. Following the Transaction, Endre Kjærland
will own 3,262 shares (equal to 0.004% of the share capital) and
130,525 options in the Company.
Gro Gausdal (Director of Research
& Bergen Site Leader and primary insider) will as part of the
Transaction exercise options and sell 15,000 shares. Following the
Transaction, Gro Gausdal will own
143,376 options in the Company.
In addition, non-primary insiders among the Company's employees
will exercise options and sell 67,500 shares as part of the
Transaction. The selling employees will enter into a customary 6
months lock-up undertaking on their remaining holdings with the
Joint Bookrunners.
The shares allocated in the Transaction will be settled through
a delivery versus payment transaction on a regular T+2 basis by
delivery of existing and unencumbered shares in the Company that
are already listed on the Oslo Stock Exchange pursuant to a share
lending agreement between Arctic Securities (on behalf of the
Managers), the Company, the sellers in the Secondary Sale and
Meteva AS. The shares delivered to the applicants will thus be
tradable from allocation. The Managers will settle the share loan
with new shares in the Company to be issued by the board of
directors of the Company (the "Board") pursuant to an authorization
granted at the Company's annual general meeting held on
16 March 2020. Notification of
allocation of shares and payment instructions is expected to be
sent to the applicants through a notification from the Managers on
5 May 2020.
Following registration of the new share capital in the Company
and issuance of the new shares in the Transaction (including
options exercised by employees) with the Norwegian Register of
Business Enterprises, which is expected to take place on or about
7 May 2020, the Company will have an
issued share capital of NOK
8,672,580.50 divided into 86,725,805 shares, each with a par
value of NOK 0.10.
Completion of the Private Placement implies a deviation from the
existing shareholders' pre-emptive rights to subscribe for and be
allocated new shares. The Board has considered the Private
Placement in light of the equal treatment obligations under under
the Norwegian Securities Trading Act and Oslo Børs' Circular no.
2/2014, and is of the opinion that the proposed Private Placement
is in compliance with these requirements. Following careful
considerations, the Board is of the view that it will be in the
common interest of the Company and its shareholders to raise equity
through a Private Placement setting aside the pre-emptive rights of
the existing shareholders to subscribe for shares. By structuring
the transaction as a Private Placement, the Company will be in a
position to raise capital in an efficient manner, with a lower
discount to the current trading price and with significantly lower
completion risks compared to a rights issue. In addition, the
Private Placement was marketed through a publicly announced
bookbuilding process.
Subject to inter alia (i) completion of the Private Placement,
(ii) relevant corporate resolutions including approval by the Board
and the EGM, (iii) prevailing market price of the Company's shares
being noticeably higher than the subscription price, and (iv)
approval by the Financial Supervisory Authority of Norway of a prospectus (the "Prospectus"), the
Company will carry out a subsequent offering (the "Subsequent
Offering") of up to 1,500,000 new shares in the Company. A
Subsequent Offering will, if made, and on the basis of the
Prospectus, be directed towards eligible shareholders in the
Company who (i) are shareholders in the Company as of 4 May 2020, as registered as shareholders in the
Company's register of shareholders with the Norwegian Central
Securities Depositary (Nw. Verdipapirsentralen) (the "VPS") as of
6 May 2020, (ii) are not allocated
shares in the Private Placement, (iii) are not resident in a
jurisdiction where such offering would be unlawful or, for
jurisdictions other than Norway,
would require any prospectus, filing, registration or similar
action, and (iv) have an existing shareholding below a threshold of
150,000 shares in the Company (the "Eligible Shareholders"). The
Eligible Shareholders are expected to be granted non-tradable
allocation rights. The subscription period in the Subsequent
Offering is expected to commence shortly after publication of the
Prospectus, and the subscription price in the Subsequent Offering
will be the same as in the Private Placement. When deciding the
need for and size of a potential subsequent offering, the Board
will factor in the amount of upcoming short-term news flow in
connection with the Company's participation in the ACCORD study
related to Covid-19 (including the need to avoid that a subsequent
offering will provide the Eligible Shareholders with an
unreasonable option value). The Board will also consider the
trading volume and market price of the shares in the Company in the
intermediate period. The Company will issue a separate stock
exchange notice with further details on the Subsequent Offering if
and when finally resolved.
Advokatfirmaet Thommessen AS acts as legal advisor to the
Company in connection with the Private Placement.
About BerGenBio ASA
BerGenBio is a clinical-stage biopharmaceutical company focused
on developing transformative drugs targeting AXL as a potential
cornerstone of therapy for aggressive diseases, including
immune-evasive, therapy resistant cancers. The company's
proprietary lead candidate, bemcentinib, is a potentially
first-in-class selective AXL inhibitor in a broad phase II oncology
clinical development programme focused on combination and single
agent therapy in lung cancer and leukaemia. A first-in-class
functional blocking AXL antibody, tilvestamab (BGB149) is
undergoing phase I clinical testing. In parallel, BerGenBio is
developing a companion diagnostic test to identify those patient
populations most likely to benefit from bemcentinib: this is
expected to facilitate more efficient registration trials
supporting a precision medicine-based commercialisation
strategy.
BerGenBio is based in Bergen,
Norway with a subsidiary in Oxford, UK. The company is listed on the Oslo
Stock Exchange (ticker: BGBIO). www.bergenbio.com
- IMPORTANT INFORMATION -
This document is not an offer to sell or a solicitation of
offers to purchase or subscribe for shares. Copies of this document
may not be sent to jurisdictions, or distributed in or sent from
jurisdictions, in which this is barred or prohibited by law. The
information contained herein shall not constitute an offer to sell
or the solicitation of an offer to buy, in any jurisdiction in
which such offer or solicitation would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of any jurisdiction.
This communication may not be published, distributed or
transmitted in or into the United
States, Canada,
Australia, the Hong Kong Special
Administrative Region of the People's
Republic of China, South
Africa or Japan and it does
not constitute an offer or invitation to subscribe for or purchase
any securities in such countries or in any other jurisdiction. In
particular, the document and the information contained herein
should not be distributed or otherwise transmitted into
the United States of America or to
U.S. persons (as defined in the U.S. Securities Act of 1933, as
amended (the "Securities Act")) or to publications with a general
circulation in the United States of
America. This document is not an offer for sale of
securities in the United States.
The securities referred to herein have not been and will not be
registered under the Securities Act, or the laws of any state, and
may not be offered or sold in the United
States of America absent registration under or an exemption
from registration under Securities Act. BerGenBio does not intend
to register any part of the offering in the United States. There will be no public
offering of the securities in the United
States of America.
The information contained herein does not constitute an offer of
securities to the public in the United
Kingdom. No prospectus offering securities to the public
will be published in the United
Kingdom. This document is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or (ii) to investment
professionals falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth entities, and other persons to
whom it may lawfully be communicated, falling within article
49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). The securities are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in
only with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its
contents.
Any offer of securities to the public that may be deemed to be
made pursuant to this communication in any member state of the
European Economic Area (each an "EEA Member State") that has
implemented Directive 2003/71/EC (together with the 2010 PD
Amending Directive 2010/73/EU, including any applicable
implementing measures in any Member State, the "Prospectus
Directive") is only addressed to qualified investors in that Member
State within the meaning of the Prospectus Directive. This
announcement is not a prospectus within the meaning of the
Prospectus Directive, as implemented in each member State of the
European Economic Area. With respect to the EEA Member States, no
action has been undertaken or will be undertaken to make an offer
to the public of the securities referred to herein requiring a
publication of a prospectus in any Member State. As a result, the
securities of the Company may not and will not be offered in any
Member State except in accordance with the exemptions set forth in
Article 3 of the Prospectus Directive.
Investing in securities involves certain risks.
This publication may contain specific forward-looking
statements, e.g. statements including terms like "believe",
"assume", "expect", "forecast", "project", "may", "could", "might",
"will" or similar expressions. Such forward -looking statements are
subject to known and unknown risks, uncertainties and other factors
which may result in a substantial divergence between the actual
results, financial situation, development or performance of
BerGenBio and those explicitly or implicitly presumed in these
statements. Against the background of these uncertainties, readers
should not rely on forward-looking statements. BerGenBio assumes no
responsibility to update forward -looking statements or to adapt
them to future events or developments.
This information is subject to the disclosure requirements
pursuant to section 5 -12 of the Norwegian Securities Trading
Act.
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Release
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For further information, please contact:
Richard Godfrey,
CEO
richard.godfrey@bergenbio.com
+47 917 86 304
Rune Skeie, CFO
rune.skeie@bergenbio.com
+47 917 86 513