PCI Biotech convenes an extraordinary general meeting to propose a fully underwritten Rights Issue of NOK 70 million
Lysaker, 9 December 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to PCI Biotech Holding ASA’s (“PCI Biotech” or the “Company”) stock exchange announcements on 26 August 2014 and 18 November 2014 in relation to the Q2 and Q3 reports and its evaluation of the Company’s capital needs and financing alternatives. At current cost levels the Company is financed into the second quarter of 2015. Having completed a thorough evaluation of its financing alternatives, the Company proposes to carry out a fully underwritten rights issue of NOK 70 million at a subscription price of NOK 10 per share, with pre-emptive subscription rights for existing shareholders (the “Rights Issue”). The Board has resolved to call for the extraordinary general meeting (the “EGM”) to be held on 6 January 2015 to resolve the Rights Issue. The notice of the EGM is attached to this announcement.
The Rights Issue is fully underwritten, subject to customary terms and conditions, by an underwriting syndicate established by the Joint Bookrunners (as defined below). The underwriters will receive an underwriting fee equal to 3.0 per cent of their respective underwriting obligations.
The Company’s two largest shareholders, Photocure ASA and Radiumhospitalets Forskningsstiftelse, controlling 19.2 per cent and 11.1 per cent of the outstanding shares in PCI Biotech, respectively, are supportive of the Rights Issue and have entered into an agreement to vote in favor of the Rights Issue at the EGM. Radiumhospitalets Forskningsstiftelse has in addition agreed to be part of the underwriting syndicate, and has underwritten NOK 5.0 million of the Rights Issue.
Further, Erling Øverland, chairman of the board of PCI Biotech, has entered into the underwriting agreement through the company Trifolium AS, wholly owned by him and his wife, and underwritten NOK 378,062 of the Rights Issue. Erling Øverland currently owns 32,500 shares in PCI Biotech.
In total, shareholders representing approximately 64 per cent of the outstanding shares in the Company have agreed to vote in favor of the Rights Issue at the EGM.
The Rights Issue
Completion of the Rights Issue is subject to shareholders’ approval in the EGM to be held on 6 January 2015 and that an EEA-prospectus for the Rights Issue is approved by the Financial Supervisory Authority of Norway.
Through the Rights Issue, the share capital of PCI Biotech will be increased by NOK 21,000,000 through an issue of 7,000,000 new shares, each with a nominal value of NOK 3.00. Shareholders in the Company as at close of trading on Oslo Axess on 6 January 2015 (as evidenced in the VPS shareholder register on 8 January 2015) who may lawfully participate in the Rights Issue (“Eligible Shareholders”) will be granted subscription rights giving a preferential right to subscribe for and be allocated new shares in the Rights Issue, meaning that the share will trade exclusive of the right to receive subscription rights from and including 7 January 2015 for trades subject to ordinary T+2 settlement in the VPS. Each Eligible Shareholder will be granted approximately 0.906 subscription rights for each existing share registered as being held by such existing shareholder as of 8 January 2015. The number of subscription rights issued to each Eligible 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. Further details of the terms of the Rights Issue will be described in the prospectus to be released in connection with commencement of the subscription period for the Rights issue (see indicative timeline below).
The subscription rights will be tradable and listed on Oslo Axess during the subscription period for the Rights Issue. Any subscription rights not used or sold during the subscription period will lapse and cease to carry any value.
The subscription price per new share in the Rights Issue is NOK 10 per share. The subscription price corresponds to a discount of approximately 40.5 per cent to the implied Theoretical Ex-Rights Price of NOK 16.8 based on PCI Biotech’s closing share price on 8 December 2014. Following completion of the Rights Issue, the share capital of PCI Biotech will be NOK 44,179,170, consisting of 14,726,390 shares, each with a nominal value of NOK 3. The rights issue will result in gross proceeds to PCI Biotech of NOK 70,000,000.
Indicative time table
Below is an indicative time table for the Rights Issue:
6 January 2015: EGM to resolve the Rights Issue
6 January 2015: Last day of trading in PCI Biotech shares inclusive subscription rights
7 January 2015: PCI Biotech shares trade excluding rights to participate in the Rights Issue
8 January 2015: Record date for determining the right to receive subscription rights, at which date the VPS shareholders register for trades with ordinary settlement in VPS (T+2) will show shareholders of the Company as per the end of trading on 6 January 2015
On or about 20 January 2015: Publication of prospectus and first day of subscription period for the Rights Issue
On or about 3 February 2015: Last day of subscription period for the Rights Issue
On or about 6 February: Allocation of new shares
On or about 10 February 2015: Payment for new shares
On or about 13 February 2015: Registration of share capital increase in the Norwegian Register of Business Enterprises
DNB Markets and Fondsfinans are acting as Joint Bookrunners in connection with the Rights Issue.
Advokatfirmaet Selmer DA is acting as the Company’s legal advisor in connection with the Rights Issue.
Important Notice 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 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. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction.
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 announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares to be sold in the Rights Issue have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the prospectus made available by the Company only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.