(Información remitida por la empresa firmante)
The maximum gross proceeds from the Rights Issue will be NOK 250 million and the minimum gross proceeds will be NOK 175 million (provided that a portion of such gross proceeds may be in the form of a convertible loan from Meteva AS as described above). If the Company draws on the existing Meteva Loan prior to the start of the subscription period in the Rights Issue, Meteva AS has the right to convert up to the aggregate drawdown amount to shares in the Rights Issue at the subscription price in the Rights issue, and the gross cash proceeds from the Rights Issue will in such event be correspondingly reduced. The gross proceeds from the exercise of Warrants will depend on the number of Warrants issued and exercised, as well as the final exercise price for the Warrants, determined as described above.
Prospectus and indicative timeline
In connection with the Right Issue a prospectus (the “Prospectus”) will be prepared which is subject to the approval by the Norwegian Financial Supervisory Authority (the “NFSA”), expected to be obtained on 26 May 2023. The prospectus will be published prior to the commencement of the subscription period and will form the basis for subscriptions in the Right Issue. Provided that the prospectus is approved by the NFSA in time, the subscription period for the Rights Issue will commence on 30 May 2023 and expire on 13 June 2023 at 16:30 hours (Oslo time). In the event that the prospectus is not approved in time to uphold this subscription period, the subscription period will commence on the second trading day on the Oslo Stock Exchange following the approval and expire at 16:30 hours (Oslo time) two weeks thereafter. A further description of the Rights Issue and of other circumstances that must be considered upon subscription of shares in the Rights Issue will be included in the Prospectus.
Included below is an indicative timeline for the Rights Issue:
22 May 2023: Annual general meeting
22 May 2023: Last day of trading in the shares including subscription rights
23 May 2023: First day of trading in the shares excluding subscription rights
24 May 2023: Record date for determination of the right to receive subscription rights
On or around 26 May 2023: Publication of the prospectus
30 May 2023: Commencement of the subscription period and first day of trading in the subscription rights
On or around 9 June 2023: Last day of trading in the subscription rights
On or around 13 June 2023: Last day of the subscription period
On or around 14 June 2023: Allocation of the New Shares and Warrants
On or around 16 June 2023: Payment of the New Shares
On or around 20 June 2023: Registration of the share capital increase with the Norwegian Register of Business Enterprises
For further information, please contact:
Martin Olin CEO, BerGenBio ASA
ir@bergenbio.com
Rune Skeie, CFO, BerGenBio ASA
rune.skeie@bergenbio.com
Investor Relations / Media Relations
Graham Morrell
graham.morrell@bergenbio.com
Media Relations Norway
Jan Lilleby
jl@lillebyfrisch.no
+47 90 55 16 98
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading Act.
This stock exchange announcement was published by Rune Skeie, CFO on 25 April at 17:40 CEST on behalf of the Company.
About BerGenBio ASA
BerGenBio is a clinical-stage biopharmaceutical company focused on developing transformative drugs targeting AXL as a potential cornerstone of therapy for aggressive diseases, including cancer and severe respiratory infections. The Company is focused on its proprietary lead candidate bemcentinib a potentially first-in-class selective AXL inhibitor in development for STK11 mutated NSCLC and COVID-19.
BerGenBio is based in Bergen, Norway with a subsidiary in Oxford, UK. The Company is listed on the Oslo Stock Exchange (ticker: BGBIO). For more information, visit www.bergenbio.com.
— IMPORTANT INFORMATION –
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the “Prospectus Regulation”). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company’s registered office and, subject to certain exceptions, on the websites of the Managers.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
The Managers are acting for the Company in connection with the Rights Issue and no one else 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 Rights Issue or any transaction or arrangement referred to in this announcement.
(CONTINUA)