Information on the subsequent repair issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
(Oslo, Norway, 29 January 2016) Reference is made to the stock exchange announcement by Bionor Pharma ASA ("Bionor" or the "Company", ticker "BIONOR") published on 27 January 2016 regarding a private placement of new shares with gross proceeds of approximately NOK 45 million (the “Private Placement”).
The Board of Directors will propose to the extraordinary general meeting to conduct a subsequent repair issue (the “Repair Issue”) with gross proceeds of up to NOK 31.5 million by issuing up to 44,366,197 new shares at NOK 0.71 per share.
The Repair Issue will be directed towards shareholders in Bionor as of 26 January 2016, as documented by the shareholder register in the VPS as of expiry of 28 January 2016 (the “Record Date”), that were not allocated shares in the Private Placement (“Eligible Shareholders”), subject to applicable restrictions in the relevant jurisdictions of the Eligible Shareholders.
Eligible Shareholders will be granted approximately 0.25 subscription rights per each share registered as held at the Record Date. The number of subscription rights granted to each Eligible Shareholder will be rounded down to the nearest whole subscription right. Each subscription right will give the right to subscribe for and be allocated one new share in the Repair Issue. 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.
The subscription period in the Repair Issue is expected to commence on or about 16 February 2016 and end on or about 1 March 2016 at 16:30 CET. If a prospectus is not approved by the Financial Supervisory Authority of Norway in time for the subscription period to commence on 16 February 2016, the subscription period shall commence at the latest on the second trading day on Oslo Børs after such approval has been obtained and end at 16:30 CET two weeks thereafter.
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.