Private Placement of NOK 52.5 million – Bionor Pharma raises a total of NOK 105 million in new equity
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(Oslo, Norway, 18 August 2016) Bionor Pharma ASA ("Bionor" or the "Company", ticker "BIONOR") is pleased to announce that the Company has conducted a private placement of new shares raising NOK 52.5 million in gross proceeds through the issuance of 525,000,000 new shares at a subscription price of NOK 0.10 per share (the "Private Placement"). Further, the Board of Directors of the Company has resolved to propose that the Company carries out a rights offering raising additional NOK 52.5 million in gross proceeds through the issuance of 525,000,000 new shares at a subscription price of NOK 0.10 where the shareholders in the Company as per the end of the date of the extraordinary general meeting (expected to be on or about 9 September 2016) shall have preferential rights to subscribe for the new shares (the "Rights Offering"). The Rights Offering is fully underwritten by the investors subscribing for shares in the Private Placement. The Private Placement and the Rights Offering are governed by an agreement entered into between Bionor and the investors and are conditional upon approval by the extraordinary general meeting of Bionor.
“On behalf of the company and the Board of Directors, I am very pleased to confirm that we have succeeded in raising more than NOK 100 million from high quality investors at a decisive moment in the company’s history. The Management, Board of Directors and its advisors have looked at various options to strengthen the company`s financial situation, and are confident that the proposed solution which is supported by the company`s main shareholder is in the best interest of Bionor and its shareholders. The completion of the private placement and rights offering will create a solid financial environment for Bionor’s continued clinical activities after a long period with uncertainty,” says Per S. Thoresen, Chairman of the Board of Directors of Bionor.
“As the main shareholder in Bionor since 2010, I am very satisfied that the company now has been able to attract more than NOK 100 million in guaranteed capital from well renowned investors. Vacc-4x is a strong clinical asset, and following the private placement, the company has the funds to advance to the next level, to the benefit of both people living with HIV and Bionor`s shareholders. I am especially pleased, that all existing shareholders are given preemptive rights to participate in a rights offering on the same terms as the lead investors in the private placement, which has my full support,” says Lars H. Høie, large shareholder and member of the Board of Directors..”
“On behalf of the investors we are excited about this opportunity. A new board will be elected at the upcoming extraordinary general meeting, which will include Per S. Thoresen, and such board will evaluate the Company´s strategy including the promising HIV research/technology platform,” says Einar J. Greve.
The investors subscribing for the new shares in the Private Placement, and underwriting the Rights Issue are Ferncliff Listed DAI AS (NOK 64 million in total commitment of the NOK 105 million), Datum AS (NOK 26 million in total commitment of the NOK 105 million), Cipriano AS (NOK 10 million in total commitment of the NOK 105 million), and Middelborg AS (NOK 5 million in total commitment of the NOK 105 million). The investors are entitled to nominate other investors to subscribe for the new shares in the Private Placement. None of the investors are shareholders in Bionor as of today.
The Board of Directors has together with the management and advisors considered various transaction alternatives to secure new financing. Based on an overall assessment, taking into account inter alia the urgent need for funding, execution risk and possible alternatives, the Board of Directors has on basis of careful considerations decided that the Private Placement where the current shareholders preferential rights are deviated from combined with the Rights Offering is the alternative that best protects the Company’s and the shareholders’ joint interests.
The completion of the Private Placement remains subject to the due approval by an extraordinary general meeting of the Company (expected to be held on or about 9 September 2016) and registration of the share capital increase in the Norwegian Register of Business Enterprises. The payment date for the Private Placement is expected to be on or about 14 September 2016 with registration and delivery of the new shares on or about 15 September 2016. The shares issued in the Private Placement will be registered on a separate ISIN pending the approval and publication of a prospectus (the "Prospectus") to be approved by the Norwegian Financial Supervisory Authority. The Private Placement represents a dilution of approx. 61 per cent of the current outstanding share capital of the Company.
The Company's shares currently have a nominal value (NOK 0.25) which exceeds the subscription price (NOK 0.10) in the Private Placement and in the Rights Offering. To facilitate the completion of the Private Placement and the Rights Offering through issuance of new shares at a subscription price of NOK 0.10, the Board of Directors proposes that the extraordinary general meeting resolves to reduce the share capital through reduction of the nominal value of the shares.
Subject to completion of the Private Placement and the Share Capital Reduction, the Company will have an issued share capital of NOK 86,066,909,70 divided into 860,669,097 shares each with a par value of NOK 0.10.
The Board of Directors further proposes to conduct the Rights Offering of 525,000,000 new shares at NOK 0.10 per share (i.e. after the nominal value reduction) raising gross proceeds of NOK 52.5 million. The Company's shareholders as per the end of the date for the extraordinary general meeting (expected to be on or about 9 September 2016 and as documented by the shareholder register in the VPS as of (T+2)) shall have preferential rights to subscribe for the new shares, provided such shareholders are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. Subscription rights will not be awarded based on the shares subscribed for in the Private Placement. Consequently, the shares in the Company will trade excluding the right to participate in the Rights Offering from the date after the extraordinary general meeting. The subscription rights will be tradable and listed on Oslo Børs. Over-subscription and subscription without subscription rights shall be permitted. The Rights Offering is guaranteed to be fully subscribed by the investors subscribing for shares in the Private Placement. The completion of the Rights Offering is subject to the due approval by an extraordinary general meeting of the Company of the Rights Offering, the Private Placement and Share Capital Reduction. The subscription period in the Rights Offering will be two weeks and will commence as soon as practically possible after the extraordinary general meeting and the approval of the prospectus.
Subject to completion of the Share Capital Reduction, the Private Placement and the Rights Offering, the Company will have an issued share capital of NOK 138,566,909.70 divided into 1,385,669,097 shares each with a par value of NOK 0.10.
The Company’s main shareholder and board member, Lars Høie, has committed to vote in favor of inter alia the approval of the Share Capital Reduction, the Private Placement and the Rights Offering, and not to sell his shares prior to the extraordinary general meeting.
SpareBank 1 Markets is acting as sole manager for the Private Placement and Rights Offering.
The Company expects that total fees payable to advisers in connection with the Private Placement and Rights Offering will be in the range of 8% of the proceeds in the contemplated transactions, of which approximately NOK 5 million is cost that the Company has agreed to cover on behalf of investors.
A separate notice convening for the extraordinary general meeting to be held in connection with the proposed transactions will be sent out as soon as possible, and this will also include proposal for changing the board of directors and the nomination committee, and the purpose clause of the Articles of Association of the Company. Lars Høie has also committed to vote in favour of such proposed changes.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Per S. Thoresen, Chairman of the Board of Directors, +47 906 14 620
Unni Hjelmaas, Acting CEO, +47 915 19 651, email@example.com
About Bionor Pharma
Bionor Pharma's mission is to enable the immune system to fight HIV infection. Bionor is the first company, which has successfully completed a clinical trial using the shock and kill approach, thereby creating a strong foundation for further advancing its therapeutic vaccine Vacc-4x in combination with other agents towards a functional cure. The company believes it has first mover potential based on clinical results to date and early adoption of the shock andkill strategy. In December 2015, Bionor announced that the HIV trial REDUC with Vacc-4x and romidepsin successfully met its primary endpoint by reducing latent HIV reservoir and further demonstrated control of viral load. Bionor currently retains full ownership rights to the HIV immunotherapy Vacc-4x, i.e., the upside potential from partnering or licensing remains with the company's shareholders. 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.