Commencement of subscription period

Posted on Dec 14, 2016

Oslo, December 14, 2016 – As previously announced, PCI Biotech Holding ASA (“PCI Biotech” or the “Company”) will conduct a rights issue of 10,000,000 new shares (the “Offer Shares”) in the Company (the “Rights Issue”) raising gross proceeds of NOK 70 million. The Financial Supervisory Authority of Norway has approved the prospectus dated 13 December 2016 prepared in connection with the Rights Issue (the “Prospectus”).

Subject to applicable local securities laws, a letter including information on where the Prospectus is available as well certain other relevant information in connection to the Rights Issue and the shareholding, as well as the Subscription Form, is being sent by mail to all shareholders registered in the VPS as of the expiry of 12 December 2016. The Prospectus and the Subscription Form can also be obtained electronically by downloading it from www.pcibiotech.no/share-info/ or http://www.beringerfinance.com/deals/#filter=.ongoing

Eligibility:
Shareholders registered in the Company’s shareholder register with the Norwegian Central Securities Depository (VPS) as of the expiry of 12 December 2016 (the “Record Date”) (evidencing, in accordance with normal T+2 settlement, the Company’s shareholders as at the end of the date of the extraordinary general meeting on 8 December 2016, the “Existing Shareholders”) will be granted transferable subscription rights (the “Subscription Rights”) that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Rights Issue. Each Existing Shareholder will receive 0.6711 subscription rights for every share held as at the Record Date. The number of subscription rights issued to each Existing Shareholder will be rounded down to the nearest whole subscription right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated 1 new share in the Rights Issue. Over-subscription by holders of subscription rights and subscription for shares without subscription rights will be permitted.

Subscription price
NOK 7.00 per Offer Share.

Subscription period
From and including 14 December 2016 until 05 January 2017 at 16:30 CET

Trading in subscription rights
From and including 14 December 2016 until 05 January 2017 at 16:30 CET

Note that subscription rights that are not used to subscribe for new shares before the end of the subscription period or not sold before 05 January 2017 at 16:30 CET will lapse without compensations and consequently be of no value.

Underwriting:
The Rights Issue is fully underwritten, subject to customary terms and conditions, by an underwriting syndicate. The underwriters will receive an underwriting fee equal to 2.0 per cent of their respective underwriting obligations. More information about the underwriting can be found in Section 5.18 of the Prospectus.

Subscription procedure
Holders of subscription rights (whether granted or acquired) must, in order to subscribe for new shares, submit a correctly completed subscription form to the book-runners, Fondsfinans AS, as outlined below and included in the Prospectus. Subscribers who are Norwegian residents with a Norwegian personal identification number may also subscribe for shares through the VPS online subscription system or by following the link on http://www.beringerfinance.com/deals/#filter=.ongoing, which will direct the subscriber to the VPS online system.

Fondsfinans AS
Haakon VII’s gate 2
P.O. Box 1782 Vika
NO-0122 Oslo
Norway
E-mail: oppgjor@fondsfinans.no
Fax: +47 23 11 30 03

Share capital increase:
The share capital increase pertaining to the Rights Issue is expected to be registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) on or about 20 January 2017.

Contact information:
PCI Biotech Holding ASA, Ullernchausséen 64, N-0379 Oslo
Ronny Skuggedal, CFO, rs@pcibiotech.no, Mobile: +47 9400 5757

Important Notice
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company’s financial advisor is acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advice in relation to the Rights Issue, the contents of this announcement or any of the matters referred to herein. The Rights Issue and the distribution of this announcement and other information in connection with the Rights Issue may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions.

The Rights Issue will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the Rights Issue in any jurisdiction outside of Norway in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.

This publication is not an offer for sale of or the solicitation of an offer to purchase securities in the United States. The Offer Shares and the Subscription Rights have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States.

About PCI Biotech
PCI Biotech is a biopharmaceutical company focusing on development and commercialisation of novel therapies for the treatment of cancer through its innovative photochemical internalisation (PCI) technology platform. PCI is applied to three distinct anticancer paradigms: fimaCHEM (enhancement of chemotherapeutics for localised treatment of cancer), fimaVACC (T-cell induction technology for therapeutic vaccination), and fimaNAc (nucleic acid therapeutics delivery).

Photochemical internalisation induces triggered endosomal release that is used to unlock the true potential of a wide array of therapeutic modalities. The Company’s lead fimaCHEM programme consists of a Phase I/II clinical study in bile duct cancer, an orphan indication with a high unmet need and without approved products. fimaVACC applies a unique mode of action to enhance the essential cytotoxic effect of therapeutic cancer vaccines, which works in synergy with several other state-of-the-art vaccination technologies. fimaNAc utilises the endosomal release to provide intracellular delivery of nucleic acids, such as mRNA and siRNA therapeutics, thereby addressing one of the major bottlenecks facing this emerging and promising field.

Contact information:   
Ronny Skuggedal, CFO, rs@pcibiotech.no, Mobile: +47 9400 5757
PCI Biotech Holding ASA, Ullernchausséen 64, N-0379 Oslo