Bionor Pharma raises NOK 45 million in a 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, Norway, 27 January 2016) Further to the announcement on 26 January regarding fully subscribed private placement (the “Private Placement”) and early closing of the bookbuilding period, Bionor Pharma ASA ("Bionor" or the "Company", ticker "BIONOR"), today announces that the Company has raised NOK 45 million in gross proceeds through a private placement of 63,380,282 new shares (the “Offer Shares”), each with a par value of NOK 0.25 at a subscription price of NOK 0.71 per share (the "Private Placement"). The Private Placement was oversubscribed. Completion of the Private Placement is inter alia conditional on approval by the shareholders of Bionor in an extraordinary general meeting to be held on 11 February 2016, as announced 21 January 2016. The Company´s largest shareholder, Lars H. Høie, has undertaken to vote in favor of the Private Placement and the contemplated repair offering (the "Repair Issue").
In total 63,380,282 Offer Shares were allocated in the Private Placement. The total number of shares in the Company following the Private Placement, but prior to the Repair Issue, will be 312,690,232, each with a par value of NOK 0.25.
Investors allocated Offer Shares in the Private Placement will be granted 1 (one) warrant (the “Warrant”) per one (1) Offer Share allocated. In total 63,380,282 Warrants will be granted and outstanding following the Private Placement. Each Warrant will give the right to subscribe for one new share in the Company and the exercise price of each warrant will be equal to the subscription price per Offer Share in the Private Placement. The Warrants will be exercisable in an exercise period (the “Exercise Period”) determined as follows: (a) if a new equity offering with cash proceeds in the Company (other than the Repair Issue or any equity issued in relation to employee incentive programs) (an “Equity Offering”) is launched prior to 1 July 2016, and the allocation in such Equity Offering becomes unconditional prior to 31 July 2016, in the period from the date the allocation becomes unconditional until and including 30 November 2016 and (b) if no Equity Offering is launched prior to 1 July 2016 or an Equity Offering is launched prior to 1 July 2016, but the allocation in such Equity Offering does not become unconditional prior to 31 July 2016, in the period from 31 July 2016 until and including 30 November 2016. Following expiry of the relevant Exercise Period, all Warrants not exercised will lapse without compensation to the Warrant holder. The Warrants will be registered in the VPS but will not be transferable or tradable.
Use of proceeds
The proceeds to the Company from the Private Placement are expected to provide the financial resources to prepare the Company for the BIOSKILL clinical trial. More specifically, the Company intends to use the proceeds from the Private Placement to:
- Complete the preparation of the BIOSKILL clinical trial with Vacc-4x administered with an adjuvant and given prior to a latency reversing agent (romidepsin) to demonstrate in a blinded and placebo controlled clinical trial that Vacc-4x improves control of virus in the blood after the virus has been “shocked” out of its latent reservoir by a latency reversing agent
- Working capital and other general corporate purposes, including for fulfilling the Company’s outstanding contractual obligations and existing payment obligations.
Net proceeds from the Private Placement are estimated to amount to approximately NOK 34 million (the deducted costs are related to the preparations and resources used for the planning of a more significant equity raise that have already been incurred as well as expenses related to this transaction).
Following completion of the Private Placement, which is expected to fund the Company through the first half of 2016, and the subsequent Repair Issue, the Company is planning to conduct an additional equity offering during the first half of 2016, before initiation of the BIOSKILL clinical trial.
In total, Bionor’s capital need to complete the BIOSKILL clinical trial is estimated by the Company to approximately NOK 375-425 million, from third quarter 2016 to first quarter 2019, equivalent to the period from initiation of the BIOSKILL clinical trial until 6-9 months after the expected announcement of final results of the BIOSKILL clinical trial, which is projected to be the next major value inflection point for the Company.
Commenting on today's announcement, Dr. David Horn Solomon, President & CEO of Bionor, said, "We are grateful for the support from new and existing shareholders in this financing round. We can now diligently complete the preparation of the BIOSKILL trial. Further, it is important for the Board and management that we also now offer all other existing shareholders in Bionor the opportunity to participate on the same terms as investors in the private placement. We are currently considering a number of equity based options to secure financial backup for the long-term development plans for the company, including execution of BIOSKILL, which we are convinced will represent another important contribution from Bionor to the development of a functional cure for HIV.”
Allocation to primary insiders
A total of 10,427,984 shares were allocated to primary insiders that subscribed for shares in the Private Placement.
A complete and detailed disclosure for primary insiders pursuant to the Securities Trading Act section 4-2 will be published separately.
Other information and conditions in the Private Placement
The Private Placement is conditional upon (i) the approval of the Private Placement and Warrants by the shareholders in the extraordinary general meeting (the “EGM”) to be held on 11 February 2016, (ii) registration of the increased share capital of the Company pertaining to the Private Placement and the Warrants in the Norwegian Register of Business Enterprises. Further, the listing of the Offer Shares is subject to a listing prospectus being approved by the Norwegian Financial Supervisory Authority and published by the Company.
Notification of conditional allocation and payment instructions will be sent to the investors on or about 28 January 2016, through a notification to be issued by the Manager. Payment details and instructions will be included in the notification. The payment date for the Offer Shares is expected to be on or about 12 February 2016. The allocated Offer Shares will be delivered to the applicants as soon as practicable after full payment of the entire proceeds in the Private Placement has been received and the conditions for the Private Placement (as described above) have been met, expected on or about 16 February 2016.
The Repair Issue
The Board of Directors will propose to the EGM to conduct the Repair Issue of up to approximately 44.4 million new shares at NOK 0.71 per share directed towards shareholders in Bionor as of 26 January 2016 (as documented by the shareholder register in the VPS as of 28 January 2016) that were not allocated shares in the Private Placement (“Eligible Shareholders”), subject to applicable restrictions in the relevant jurisdictions of the eligible shareholders. Consequently, the shares in the Company will trade excluding the right to participate in the Repair Issue from today, 27 January 2016. The final size of the Repair Issue and number of subscription rights to be issued to Eligible Shareholders will be announced on 29 January 2016. Eligible Shareholders participating in the Repair Issue will be offered the same warrant structure terms as investors in the Private Placement. Further details about the Repair Issue will be set out in the prospectus, currently expected to be published on or about 16 February 2015.
Equal treatment of shareholders
The Board of Directors has over a period of time from July 2015 considered various transaction structures available and desirable to raise the funding needed by the Company. The Board has received advice from investment banks and legal advisors during the process. Taking into account the need for funding, the market situation, cash position of the Company, execution risk, cost and timing implications of a rights issue as well as the price obtained in the book-building, the Board of Directors has following careful considerations decided that completing the Private Placement on the terms referred to above combined with a subsequent repair issue will, in the present situation, be in the Company’s and the shareholders’ joint interests.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
David Horn Solomon, President and CEO, +45 22 20 63 00, firstname.lastname@example.org
Jens Krøis, CFO, +45 20 80 16 68, email@example.com
Jørgen Fischer Ravn, VP Investor Relations & Communications, +45 20 30 39 03, firstname.lastname@example.org
Bionor Pharma is a Norwegian biopharmaceutical company focused on advancing its proprietary therapeutic vaccine Vacc-4x in combination with other medicines toward a functional HIV cure. The company believes it has first mover potential based on clinical results to date and early adoption of now recognized clinical strategy. In December 2015, Bionor announced that the HIV ’Shock & Kill’ trial REDUC with Vacc-4x and romidepsin successfully met its primary endpoint by significantly reducing latent HIV reservoir and further demonstrated control of viral load. Bionor is currently planning BIOSKILL, a proof-of-concept Phase II trial, which may lead to a major value inflection point and partnering opportunities. Bionor currently retains full ownership rights to Vacc-4x, i.e., the upside potential from partnering or licensing remains with the company. Bionor is based in Oslo, Norway, and also has offices in Copenhagen, Denmark and New York, USA. Bionor is listed on Oslo Børs (OSE:BIONOR). More information about Bionor is available at www.bionorpharma.com.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Manager is acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.