Nordic Nanovector ASA - Contemplated private placement of new shares
OSLO, Norway, Jan. 19, 2022 /PRNewswire/ -- Nordic Nanovector ASA (OSE: NANOV) ("Nordic Nanovector" or the "Company"), a clinical-stage biotech company focused on CD37-targeted therapies for haematological cancers and immune diseases, announces an intention to carry out a private placement of new shares (the "Offer Shares" and the "Private Placement") to raise gross proceeds of approximately NOK 250 million. The final size of the Private Placement and the number of Offer Shares to be issued is contemplated to be resolved by the Board of Directors of the Company following a book building process. ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as joint bookrunners (the "Joint Bookrunners") in connection with the Private Placement.
The net proceeds of the Private Placement will be used for the following purposes:
- Preparation of activities required for the regulatory filing of Betalutin® and pre-approval inspections
- Continue the preparatory activities for the confirmatory Phase 3 trial including production of clinical material and preparation for market launch
- General corporate purposes
The proceeds from the Private Placement are expected to ensure financing past the Company's value inflection point targeted for H2'2022 (preliminary 3-month data readout from PARADIGME) and for at least an additional three months into 2023 to enable the Company to maximize shareholder value from the PARADIGME clinical trial.
The Private Placement will be directed towards Norwegian and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.
The subscription price and allocation of shares in the Private Placement will be determined through an accelerated book building process, but the discount is expected to be somewhat wider than normal based on indications received in wall-cross procedures. The book building period commences today at 16:30 CET and will close at 08:00 CET on 20 January 2022. The book building may, at the discretion of the Company and the Joint Bookrunners, close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Private Placement. If the book building is shortened or extended, any other dates referred to herein may be amended accordingly. The Company expects to announce the final number of Offer Shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before the opening of trading on the Oslo Stock Exchange tomorrow, 20 January 2022. Completion of the Private Placement is subject to final approval by the Company's Board of Directors (the "Board").
The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
Notification of allotment and payment instructions is expected to be sent to the applicants on or about 20 January 2022 through a notification to be issued by the Joint Bookrunners. The allocation will be determined at the end of the book building period and final allocation will be made at the Board of Directors' sole discretion, following advice from the Joint Bookrunners.
The Private Placement is contemplated to be carried out by (i) issuing up to 19,053,745 Offer Shares in the Company (equal to approx. 19.99% of the shares outstanding) in a tranche of shares within the current board authorisation granted by the Annual General Meeting on 28 April 2021, to be delivered to investors on or about 21 January 2022, which will be tradeable on the Oslo Stock Exchange after the share capital increase has been registered with the Norwegian Register of Business Enterprises ("NRBE"), expected on 21 January 2022, and (ii) issuing a number of additional Offer Shares ("Additional Offer Shares"), if any, in excess of such amount in a separate tranche of new shares which will not be delivered until approval of issuance of such Additional Offer Shares by the extraordinary general meeting of the Company, and which will not be listed on the Oslo Stock Exchange until the publication by the Company of a listing prospectus.
The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction. The Offer Shares (other than any Additional Offer Shares) will be tradable from registration of the share capital increase in the NRBE, expected to be on or about 21 January 2022. The Joint Bookrunners are expected to pre-fund the Offer Shares to facilitate a swift registration of the share capital increase in the NRBE. The completion of the Private Placement, including issue of Offer Shares is subject to (i) the corporate resolutions of the Company required to implement the Private Placement, including issue of the Offer Shares, being validly made, and (ii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the NRBE and the allocated Offer Shares being validly issued and registered in the VPS. Items (i) and (ii) in the foregoing are referred to as the "Conditions". Further, the completion of the issuance and delivery of any Additional Offer Shares, if applicable, is conditional upon the approval of the EGM of the Company, expected to be held on or about 14 February 2022.
The Company has agreed with the Joint Bookrunners to a lock-up on future share issuances for a period of 180 days from the closing date of the Private Placement, subject to customary exceptions. The Company's Board and Executive Management have all agreed with the Joint Bookrunners to a lock-up on existing shareholdings for a period of 365 days from the closing date, subject to customary exceptions. In addition, the Company's largest shareholder, HealthCap VI L.P. has agreed with the Joint Bookrunners to a lock-up for a period of 90 days from the closing date, subject to customary exceptions.
The Board has considered alternative structures for the raising of new equity. 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 shareholders. 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 risks compared to a rights issue. In addition, the Private Placement is subject to marketing through a pre-sounding and a publicly announced book building process. Accordingly, a market based subscription price will be achieved.
The Company may, subject to completion of the Private Placement, consider to conduct a subsequent share offering of new shares (the "Subsequent Offering"). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. Shareholders being allocated shares in the Private Placement will not be eligible to participate in a Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering.
The Company's latest company update presentation is available at www.nordicnanovector.com in the section: Investors & Media/Reports and Presentation.
Advokatfirmaet Selmer AS is acting as legal advisor to the Company in connection with the Private Placement and Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Bookrunners in connection with the Private Placement.
For further information, please contact:
IR enquiries
Malene Brondberg, CFO
Cell: +44 7561 431 762
Email: ir@nordicnanovector.com
Media Enquiries
Mark Swallow/Frazer Hall/David Dible (Citigate Dewe Rogerson)
Tel: +44 203 926 8535
Email: nordicnanovector@citigatedewerogerson.com
About Nordic Nanovector
Nordic Nanovector is committed to develop and deliver innovative therapies to patients to address major unmet medical needs. The Company aspires to become a leader in the development of CD37-targeted therapies for haematological cancers and immune diseases. Nordic Nanovector's lead clinical-stage candidate is Betalutin®, a novel CD37-targeting antibody-radionuclide-conjugate designed to advance the treatment of non-Hodgkin's lymphoma (NHL). NHL is an indication with substantial unmet medical need, representing a growing market forecast to be worth nearly USD 26 billion by 2028. Nordic Nanovector retains global marketing rights to Betalutin® and intends to actively participate in the commercialisation of Betalutin® in the US and other major markets.
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Important Notices
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. 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 securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement 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"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither of the Joint Bookrunners nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Malene Brondberg, chief financial officer at Nordic Nanovector ASA on 19 January 2022 at the CET time stated in this announcement on behalf of the Company.
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