NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, Norway, 04 October 2018. Reference is made to the previous announcements by PCI Biotech Holding ASA (“PCI Biotech” or the “Company”) in respect of the fully underwritten rights issue of 12,000,000 new shares (“Offer Shares”) in the Company (the “Rights Issue”). The subscription period in the Rights Issue expired at 16:30 CET, 03 October 2018.
At the expiry of the subscription period the Company had received subscriptions for a total of 10,424,108 new shares. In total 12,000,000 new shares were offered, thus the Rights Issue was subscribed with approximately 87 per cent of the shares offered. Approximately 77 per cent of the new shares on offer (approximately 9.2 million shares) were subscribed through the exercise of subscription rights. Approximately 10 per cent of the new shares on offer (approximately 1.2 million shares) were subscribed for through oversubscription and subscription without shares.
In a board meeting today, the Board of Directors of PCI Biotech approved the final allocation of the shares offered in the Rights Issue based on the allocation criteria set out in the prospectus dated 17 September 2018. A total of 12,000,000 new shares have been allocated. Approximately 9.2 million new shares have been allocated to subscribers on the basis of exercised subscription rights. Approximately 0.9 million new shares have been allocated to holders of subscription rights as a result of oversubscription. Approximately 0.3 million new shares have been allocated to subscribers without subscription rights. Approximately 1.6 million new shares have been allocated to the underwriters in accordance with the underwriting commitments of the respective underwriters to the extent the underwriters have not fulfilled such commitments by subscribing for offer shares in the subscription period.
Notifications of allocated new shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today. Payment for the allocated shares falls due on 08 October 2018 in accordance with the payment procedures described in the prospectus.
The new shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the Rights Issue has been registered with the Norwegian register of Business Enterprises. It is expected that the share capital increase will be registered in the Norwegian Register of Business Enterprises on or about 09 October 2018 and that the new shares will be admitted to trading on the Oslo Stock Exchange on or about 10 October 2018.
Allocation of new shares and distribution of allocation letters 04 October 2018
Payment for new shares 08 October 2018
Capital increase registered on or about 09 October 2018
Listing of new shares on or about 10 October 2018
Through the Rights Issue, PCI Biotech will receive gross proceeds in the amount of NOK 360 million. The Company’s extraordinary general meeting held on 14 September 2018, resolved to increase the share capital of the company with NOK 36,000,000 through the issue of 12,000,000 new shares as a result of the rights issue. Following registration of the share capital increase pertaining to the Rights Issue in the Norwegian Register of Business Enterprises, the Company’s share capital will be NOK 110,984,670 divided by 36,994,890 shares, each with a nominal value of NOK 3.00.
“We are pleased with the continued support of our shareholders and the interest from external investors in the Rights Issue. The capital increase of NOK 360 million enables us to perform the fimaChem pivotal study, as well as further develop our pipeline and PCI Biotech as a company”, says Per Walday, CEO, PCI Biotech.
Ronny Skuggedal, CFO, firstname.lastname@example.org, Mobile: +47 9400 5757
Contact information: PCI Biotech Holding ASA, Ullernchausséen 64, Oslo, NO-0379 Norway
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company’s financial advisors are 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 their respective clients, or for advice in relation to the Rights Issue, the contents of this announcement or any of the matters referred to herein.
The information in this announcement is for information purposes only and does not purport to be accurate or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. 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.
A prospectus approved by the competent authority in Norway has been published by the Company and can be obtained on the Company’s website, subject to regulatory restrictions. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus.
Neither this announcement nor any copy of it may be made or transmitted directly or indirectly into the United States, Australia, Canada, Japan, Hong Kong or South Africa or any other jurisdiction where to do so would be unlawful. The Rights Issue (if made) and the distribution of this announcement and other information in connection with the Rights Issue may be restricted by law in certain jurisdictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Persons into whose possession this announcement or other information should come are required to inform themselves about and observe any such restrictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
This announcement does not in itself constitute, and should not be construed as, an offer for sale or subscription of or solicitation or invitation of any offer to subscribe for or purchase any securities of the Company or its affiliates in any jurisdiction. The Rights Issue will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. 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.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.
This announcement is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This announcement 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 announcement must satisfy themselves that it is lawful to do so.
Further information regarding restrictions applicable for the Rights Issue will be set out in the prospectus prepared for the Rights Issue.
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 clinical 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 RNAi therapeutics, thereby addressing one of the major bottlenecks facing this emerging and promising field.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This announcement may contain forward-looking statements, which as such are not historical facts, but are based upon various assumptions, many of which are based, in turn, upon further assumptions. These assumptions are inherently subject to significant known and unknown risks, uncertainties and other important factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. PCI Biotech disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.