Nutri Pharma ASA successfully raising NOK 100 million
01.02.2010 - Reference is made to the stock exchange release dated Monday 25 January 2010 regarding the contemplated Private Placement of new shares in Nutri Pharma ASA
This information is subject of the disclosure requirements acc. to §5-12 in the Norwegian Securities Act.
Reference is made to the stock exchange release dated Monday 25 January 2010 regarding the contemplated Private Placement of new shares in Nutri Pharma ASA ("the Company"; "NUT").
The book-building period for the Private Placement closed on 29 January, and the Board of the Company is pleased to announce that it has received orders for and resolved that it will allocate 50 million shares in NUT, subject to the necessary corporate resolutions being made, and that the conditions for completion of the voluntary offer of all the shares and warrants of Bionor Immuno AS are fulfilled or waived. The Private Placement was significantly oversubscribed. Issuance of listed shares is subject to a prospectus for the listed shares being approved by the Oslo Stock Exchange. The subscription price in the Private Placement has been set on the basis of a book-building process at NOK 2.00 per share. Gross proceeds amounts to NOK 100 million. Pareto Securities AS has acted as Lead Manager and book- runner and Orion Securities as Co-manager (together the "Managers"). The Company will hold an extraordinary shareholders meeting on 12 February 2010, where the Board has proposed the approval of a share issue and issue of warrants to all shareholders and warrant holders inBionor Immuno AS who have approved the offer from NUT issued on 14 January 2010. The Board has also requested an authorization from the shareholders to issue shares in the Private Placement as well as in a repair offer to shareholders not invited to subscribe in the Private Placement. It is a condition for completion of the Private Placement, that the offer to shareholders of Bionor Immuno AS is completed. Similarly, it has been a condition under the offer to the shareholders of Bionor Immuno AS, that the Company receives commitments in a Private Placement for at least NOK 50 million. The remaining conditions for completion of the Bionor Immuno AS offer relate to completion of a due diligence, partial conversion of loan to Bionor AS into 2 million shares in Bionor Immuno AS, and fulfillment of certain waivers and other matters relating to the company, which are expected to be fulfilled or waived on or about 12 February, 2010. Subject to the foregoing, the shares under the Private Placement are expected to be delivered on or about 18 February, 2010. Payment of the shares is expected to be on or about 15 February 2010. Notice of conditional allocations will be sent today. Delivery of listed shares is subject to approval by the Oslo Stock Exchange of a prospectus for the Private Placement shares and the remuneration shares to be issued to shareholders in Bionor Immuno AS.
The Board of Directors of NUT has resolved that, subject to completion of the Private Placement, it will conduct a subsequent repair offering (the "Subsequent Offering") of up to 10 million shares at a subscription price equal to the subscription price in the Private Placement, i.e. NOK 2.00 per share, directed at shareholders of the Company as of 29 January, as registered in the VPS in the morning of 4 February 2010. The shares in NUT will trade without the right to participate in the potential Subsequent Offering from and including today 1 February 2010 ("ex-date").
The Subsequent Offering in the Company is expected to take place as soon as a prospectus for such offering has been approved by the Oslo Stock Exchange, and subsequent to the issue of the Private Placement shares; anticipated soon after 18 February. Details about the Subsequent Offering will be announced later.
This release does not entail a public offering to subscribe for shares. The shares to be offered in the contemplated private placement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the`U.S. Securities Act`), or any state securities laws, and will be offered within the United States only to qualified institutional buyers (`QIB`), as defined in Rule 144A under the U.S. Securities Act (`Rule 144A`), through affiliates of the Managers, in reliance upon the exemption from the registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. SecuritiesAct.
Oslo, 1 February 2010
For further information, please contact:
Trond Syvertsen, CEO