Prospectus approved and commencement of subscription period in the subsequent repair offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
(Oslo, Norway, 16 February 2016) Reference is made to the stock exchange announcement by Bionor Pharma ASA ("Bionor" or the "Company", ticker "BIONOR") published on 11 February 2016 regarding the extraordinary general meeting in the Company approving a private placement of 63,380,282 new shares (the “Private Placement Shares”) raising gross proceeds of approximately NOK 45 million (the “Private Placement”) and the subsequent repair offering (the “Repair Offering”) of up to 44,366,197 new shares (“Offer Shares”) raising gross proceeds of up to NOK 31.5 million.
Approval and availability of the Prospectus
The Norwegian Financial Supervisory Authority (the “NFSA”) has approved the prospectus of the Company dated 15 February 2016 (the “Prospectus”), for the (i) listing of 63,380,282 Private Placement Shares to be issued in connection with the Private Placement, each with a par value of NOK 0.25; and (ii) the Repair Offering and listing of up to 44,366,197 Offer Shares, each with a par value of NOK 0.25.
The share capital increase in connection with the Private Placement is expected to be registered in the Norwegian Register of Business Enterprises and the Norwegian Central Securities Depository (the “VPS”) on or about 16 February 2016.
The prospectus will be available on the following websites: www.bionorpharma.com and www.dnb.no/emisjoner. Hard copies of the Prospectus may be obtained by contacting DNB Markets at +47 23 26 81 01.
The Repair Offering
The subscription period in the Repair Offering commences on 16 February 2016 and will end on 1 March 2016 at 16:30 CET.
Subscription price in the Repair Offering is NOK 0.71 per Offer Share, which is the same as in the Private Placement.
The Repair Offering is 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 0.25336 subscription rights (the “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 Offering. Oversubscription and subscription without Subscription Rights is not allowed.
Subscription Rights that are not exercised before the end of the Subscription Period (i.e. before 1 March 2016 at 16:30 hours (CET)) will have no value and will lapse without compensation to the holder. Holders of Subscription Rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in the Prospectus and that holding Subscription Rights in itself does not represent a subscription for Offer Shares.
Allocation of the Offer Shares is expected to take place on or about 2 March 2016. Notifications of allocated Offer Shares in the Repair Offering and the corresponding amount to be paid by each subscriber will be set out in a letter from the VPS, which is expected to be mailed on or about 2 March 2016. Assuming due payment of the Offer Shares subscribed for and allocated in the Repair Offering, delivery of the Offer Shares in the VPS is expected to take place on or about 11 March 2016, following and subject to the registration of the share capital increase pertaining to the Offer Shares in the Norwegian Register of Business Enterprises.
The Eligible Shareholders in the Repair Offering will receive one Warrant for every Offer Share allocated to them. Accordingly, up to 44,366,197 Warrants will be issued to the investors in the Repair Offering. The exercise price for the Warrants shall equal the subscription price in the Private Placement and the Repair Offering, i.e. NOK 0.71. For more information in respect of the Warrants, please see the Prospectus.
DNB Markets acts as Manager in connection with the Repair Offering.
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 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.
Announcement as PDF.