Preliminary results of the rights issue
Lysaker, February 4, 2015 – 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 7,000,000 new shares in the Company (the "Rights Issue").
The Subscription period for the Rights Issue expired at 16:30 CET on 3 February 2015.
A preliminary count indicates that the Company has received subscriptions for approximately 8.5 million new shares at the end of the subscription period. In total 7,000,000 new shares were offered and the Rights Issue has consequently been oversubscribed by approximately 21%.
"We are pleased with the continued support of our shareholders and the Rights Issue being oversubscribed. The capital increase of NOK 70 million will enable us to further develop both our pipeline and PCI Biotech as a company", says Per Walday, CEO, PCI Biotech.
The final allocation of the shares offered in the Rights Issue is expected to be resolved by the Company's board of directors on 6 February 2015, in accordance with the allocation criteria set out in the prospectus dated 19 January 2015. The final result of the Rights Issue is expected to be published on or about 6 February 2015, and letters regarding allocation of new shares and the corresponding amount of the subscription amount to be paid by each subscriber, is expected to be distributed as soon as possible thereafter.
Timeline
Allocation of new shares and distribution of allocation letters 6 February 2015
Payment for new shares 10 February 2015
Share capital increase registered and listing of new shares On or about 13 February 2015
DNB Markets and Fondsfinans are acting as Joint Bookrunners in connection with the Rights Issue.
Contact information:
PCI Biotech Holding ASA, Strandveien 55, N-1366 Lysaker
Per Walday, CEO, pw@pcibiotech.no, Mobile: +47 917 93 429
Ronny Skuggedal, CFO, rs@pcibiotech.no, Mobile: +47 940 05 757+47 940 05 757
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 to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.