BIONOR PHARMA ASA - CONTEMPLATED PRIVATE PLACEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 12.09.2013. Bionor Pharma ("Bionor" or the "Company") has engaged SEB (the "Manager") to assist the Company in a contemplated private placement (the "Private Placement") to through issuance of new shares corresponding to up to 10% of the existing share capital, equal to approximately 19.8 million new shares, directed towards existing shareholders, Norwegian investors and international institutional investors. Based on the demand, the Company may also consider issuing shares in the Private Placement exceeding the 10% limit.
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 subscription price in the Private Placement will be set through an accelerated book-building process conducted by the Manager. The application period commences today on 12 September 2013 at 16:30 (CET) and will close on 13 September 2013 at 08:00 hours (CET). The Company, together with the Manager, reserves the right to close the Application Period at any time at their sole discretion. The minimum order size and allocation in the Private Placement has been set to offer shares worth the equivalent of EUR 100,000. A separate tranche will be directed to directors and management and certain other minor shareholders of the Company (not exceeding 149 individual investors in any one EEA jurisdiction), who may subscribe for a lower amount pursuant to applicable exemptions from prospectus requirements.
Certain members from the management and Board of Directors of the Company have pre-subscribed for and will be allocated shares for a value equal to NOK 850,000.
The allocation of shares will be determined at the end of the book-building process. The final allocation will be
made at the Board's sole discretion. Up to 19.8 million shares will be issued based on an existing Board authorisation granted by the AGM on 15 May 2013 (the "Authorised Shares"). Any issuance of shares exceeding 19.8 million shares (the "Additional Shares") will be conditional upon approval by an Extraordinary General Meeting ("EGM") in the Company, expected to take place on or around 4 October 2013. To secure timely
delivery of shares sold in the Private Placement, the Manager will pending such issuances settle the allocated Authorised Shares with existing shares made available by Lars Høie, Chairman of the Board, under a share lending arrangement with the Manager.
The Company will announce the number of shares placed and the final subscription price in the Private Placement through a stock exchange notice expected to be published before opening of the trading on the Oslo Stock Exchange tomorrow, 13 September 2013.
Following and based e.g on the subscription price in the Private Placement, the Board will, consider proposing to an EGM a subsequent offering directed towards Bionor shareholders as of 12 September 2013 (as recorded in VPS on 17 September 2013) who were not allocated shares in the Private Placement (a "Repair Offering").There can, however, be no guarantee that the Board of Bionor will propose a Subsequent Offering or that such Subsequent Offering will be resolved or authorized by an EGM. Subject to a successful completion of the Private Placement, a Board resolution to propose a Repair Offering and an EGM resolution to issue shares in the Repair Offering, the Bionor share will be traded exclusive of the right to participate in the potential repair issue as from tomorrow 13 September 2013.
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.
More information about Bionor Pharma is available at www.bionorpharma.com
This publication is not for distribution, directly or indirectly, in or into the United States, nor is it an offer for sale of or the solicitation of an offer to purchase securities in the United States. Any securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. Copies of this publication are not being, and may not be, distributed or sent into the United States.
This information is subject of the disclosure requirements acc. to §5-12 (Norwegian Securities Trading Act).