BIONOR PHARMA ASA – SUCCESSFULLY COMPLETED PRIVATE PLACEMENT, SHARE ISSUE AND NOTICE OF EGM
Oslo 13.09.2013 - Reference is made to the stock exchange notice published by Bionor Pharma ASA (“Bionor” or the “Company”) on 12 September 2013 at 16:31 CET regarding the contemplated private placement of new shares (the “Private Placement”).
The Board of Directors of Bionor is pleased to announce that the Private Placement has been successfully subscribed raising NOK 54.45 million in gross proceeds. The Private Placement was oversubscribed.
The book-building period for the Private Placement closed on 12 September 2013. Based on the authorisation to issue new shares granted by the AGM on 15 May 2013, the Board of Directors has resolved to increase the share capital by NOK 4,950,000 through the issue of 19,800,000 new shares at a subscription price of NOK 2.75 per share. Total gross proceeds from the Private Placement amount to approximately NOK 54.45 million. Pursuant to a share lending agreement with Lars Høie (the "Lender"), the Manager will borrow existing Bionor shares listed on Oslo Børs from the Lender for the purpose of delivering these to the investors that are allocated Authorised Shares in the Private Placement in lieu of the new shares against simultaneously payment for the same. Hence, investors allocated Authorised Shares in the Private Placement will be delivered existing shares that are tradable on Oslo Børs upon receipt of payment of the Authorised Shares from the investors, on or about 18 September, 2013. The 19,800,000 new shares will upon registration in the Norwegian Register of Business Enterprises be issued and delivered to the Lender as settlement of the borrowed shares. Following registration of the share capital increase pertaining to the Authorised Shares the issued share capital of the Company will be NOK 54,581,587 comprising 218,326,348 shares with a par value of NOK 0.25.
The proceeds from the Private Placement will be used for funding of the HDACi & Vacc-4x combination study as well as general corporate purposes. The above mentioned combination study represents the “kick” and “kill” elements of the Company’s recently announced new “Kick, Kill and Boost” strategy with the overall goal of providing a functional cure for HIV.
The Board has resolved to summon an Extraordinary General Meeting (the “EGM”) for 4 October 2013 and the summons will be distributed today. The Board of Directors have resolved to propose that the EGM resolves a subsequent repair issue directed towards the shareholders in Bionor as of close of the Oslo Stock Exchange on 12 September 2013 (as registered in the VPS on 17 September 2013) who were not allocated shares in the Private Placement (the "Repair Offer"). These shareholders will, pursuant to the proposed resolution, be entitled to subscribe up to a total of 7,500,000 new shares at a subscription price of NOK 2.75 per share (total proceeds up to NOK 20.6 million). The Chaiman of Bionor, Lars Høye, did not participate in the Private Placement but has refrained from participating in the Repair Issue. The offer to participate in the Repair Offer will be presented in a prospectus approved by the Financial Supervisory Authority of Norway, expected shortly after the EGM. The shares of Bionor are accordingly traded exclusive of the right to participate in the proposed Repair Offer as from today, 13 September 2013.
The Private Placement was managed by SEB.
About Bionor Pharma ASA
Bionor Pharma is a leading biotechnology company, searching for breakthrough products for the treatment and prevention of life-threatening viral diseases. The Company is listed on the Oslo Stock Exchange, and is developing vaccines for viral infections. The vaccines are based on a proprietary technology platform developed following more than two decades of research into peptides, and they are designed to safely stimulate the immune system to combat viral diseases.
The Company has focused its research in therapeutic HIV vaccines, and has two vaccine candidates in the clinical stage of
development: Vacc-4x aims to induce long lasting virus control by training immune cells to seek out and kill virus-producing
cells, and Vacc-C5 is designed to induce antibodies to HIV that can reduce the harmful hyperactivation of the immune system
which can lead to AIDS. The foremost candidate Vacc-4x is the furthest advanced T-cell vaccine in the HIV space and, has shown
a statistically significant reduction in viral load in a phase II randomized, multinational, double-blind, placebo-controlled
The Company’s innovative technology platform is also well positioned to develop vaccines for other viral diseases, such as Influenza, HCV (Hepatitis C) and HPV (Human papillomavirus).
Bionor Pharma has twice been granted funds from GLOBVAC under administration of the Norwegian Research Council in 2012 and 2013.More information about Bionor Pharma is available at www.bionorpharma.com.
This information is subject to the disclosure requirements of §5-12 vphl
(Norwegian Securities Trading Act). Vacc-4x, Vacc-C5, Vacc-HIV and Vacc-Flu are currently investigational treatments that have not been approved for marketing by any regulatory authority.