Oslo, 10 January, 2017 – 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 10,000,000 new shares in the Company (the “Rights Issue”).
The subscription period for the Rights Issue expired at 16:30 CET on 5 January 2017.
At the expiry of the subscription period the Company had received subscriptions for a total of 20,983,007 new shares. In total 10,000,000 new shares were offered, thus the Rights Issue was oversubscribed with 110 per cent.
Approximately 97 per cent of the new shares on offer (approximately 9.7 million shares) were subscribed through the exercise of subscription rights. Approximately 3 per cent of the new shares on offer (approximately 0.3 million shares) were subscribed for through oversubscription.
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 13 December 2016. A total of 10,000,000 new shares have been allocated. Approximately 9.7 million new shares have been allocated to subscribers on the basis of exercised subscription rights. Approximately 0.3 million new shares have been allocated to holders of subscription rights as a result of oversubscription. No allocation has been made to subscribers without subscription rights.
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 16 January 2017 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 20 January 2017 and that the new shares will be admitted to trading on the Oslo Stock Exchange on the same day.
Through the Rights Issue, PCI Biotech will receive gross proceeds in the amount of approximately NOK 70 million. The Company’s extraordinary general meeting held on 8 December 2016, resolved to increase the share capital of the company with NOK 30,000,000 through the issue of 10,000,000 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 74,701,170 divided by 24,900,390 shares, each with a nominal value of NOK 3.00.
Fondsfinans is acting as Bookrunner in connection with the Rights Issue. Advokatfirmaet Ræder is acting as the Company’s legal advisor in connection with the Rights Issue.
PCI Biotech Holding ASA, Ullernchausséen 64, N-0379 Oslo, Norway. www.pcibiotech.com
Ronny Skuggedal, CFO, firstname.lastname@example.org, Mobile: +47 9400 5757.
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 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 siRNA 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.