NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT
Oslo, 30 June 2017: Reference is made to the stock exchange announcements by Targovax ASA (“Targovax” or the “Company”) regarding the private placement and subsequent offering approved by the extraordinary general meeting of the Company earlier today.
Approval and availability of the Prospectus:
The Financial Supervisory Authority of Norway has today approved a prospectus prepared by the Company (the “Prospectus”) in connection with the listing of the private placement shares and subsequent offering (the “Subsequent Offering”) and listing of up to 2,000,000 new shares in the Company each with a par value of NOK 0.10 (the “Offer Shares”). The Prospectus has been passported to Sweden through a notification to the Swedish Financial Supervisory Authority (Sw.:Finansinspektionen) in accordance with Section 7-9 of the Norwegian Securities Trading Act.
The prospectus will be available on the following websites: www.circio.com, www.dnb.no/emisjoner and www.abgsc.no. Hard copies of the Prospectus are available at the offices of Targovax ASA, Lilleakerveien 2 C, 0283 Oslo, Norway or may be obtained by contacting ABG Sundal Collier at +47 22 01 60 00 or DNB Markets at +47 23 26 81 01.
The private placement shares:
The share capital increase pertaining to the private placement is expected to be registered on or about 6 July 2017, and the private placement shares are expected to be listed and tradable on the Oslo Stock Exchange later on the same date.
The Subsequent Offering:
- The Subsequent Offering consists of an offer by the Company to issue up to 2,000,000 Offer Shares, raising approximately NOK 40 million in gross proceeds to the Company if all Offer Shares are issued.
- Eligible Shareholders, being shareholders of the Company as of 8 June 2017 (and being registered as such in the VPS on 12 June 2017 pursuant to the two days’ settlement procedure in the VPS (the Record Date)), who were not allocated shares in the private placement and who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway and Sweden, would require any filing, registration or similar action, 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 at the Subscription Price (as defined below).
- The Eligible Shareholders will be granted 0.09598 Subscription Rights for each existing share registered as held by such Eligible Shareholders as of the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price, subject to applicable securities laws. Oversubscription and subscription without subscription rights is permitted.
- The Subscription Rights will be listed and tradable on the Oslo Stock Exchange under the ticker “TRVX T” from 3 July 2017 until 16:30 hours (CET) on 12 July 2017. The Subscription Rights will be registered in the VPS with ISIN NO0010799604.
- The subscription period will commence on 3 July 2017 and expire at 16:30 hours (CET) on 14 July 2017 (the “Subscription Period”).
- The Subscription Price in the Subsequent Offering is NOK 20 per Offer Share, being the same as the subscription price in the private placement completed on 8 June 2017.
- The Subscription Rights are expected to have an economic value if the Company’s shares trade above the Subscription Price during the Subscription Period. Eligible Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company.
- The Subscription Rights, including acquired Subscription Rights, must be sold before 12 July 2017 at 16:30 (CET) or used to subscribe for Offer Shares before the expiry of the Subscription Period on 14 July 2017 at 16:30 hours (CET). Subscription Rights that are not sold before 16:30 (CET) on 12 July 2017 or used to subscribe for Offer Shares before 16:30 hours (CET) on 14 July 2017 will have no value and will lapse without compensation to the holder.
- The payment for Offer Shares allocated to a subscriber falls due on 20 July 2017.
- The share capital increase pertaining to the Subsequent Offering is expected to be registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) on or about 24 July 2017. The Offer Shares are expected to be delivered to the subscribers and commence trading on the Oslo Stock Exchange on the same day.
ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA, are acting as Managers for the private placement and the Subsequent Offering.
For further information, please contact:
Erik Digman Wiklund, CFO
Phone: +47 413 33 563
Email: erik.wiklund@targovax.com
ABOUT TARGOVAX:
Arming the patient’s immune system to fight cancer.
Targovax is a clinical stage company focused on developing and commercializing novel immuno-oncology therapies to target, primarily, treatment-resistant solid tumors. Immuno-oncology is currently one of the fastest growing therapeutic fields in medicine.
The Company’s development pipeline is based on two novel proprietary platforms:
The first platform, ONCOS, uses oncolytic viruses, an emerging class of biological therapy. ONCOS exclusively uses an adenovirus that has been engineered to be an immune activator that selectively target cancer cells. In phase I it has shown to immune activate at lesional level which was associated with clinical benefit. We expect proof of concept data for this platform in 2017 from a clinical trial of lead product ONCOS-102 in patients with refractory malignant melanoma.
The second platform, TG peptides (TG), solely targets tumors that express mutated forms of the RAS protein. Mutations to this protein are common in many cancers and are known to drive aggressive disease progression and treatment resistance. There is a high unmet medical need for therapies that are effective against tumors that express these mutations. The TG platform’s therapeutic potential stems from its ability to enable a patient’s immune system to identify and then destroy tumors bearing any RAS mutations. In early 2017, key proof of concept data for the TG platform from a clinical trial of TG01 in resected pancreatic cancer patients showed encouraging overall survival and will give guidance for the future clinical development of this platform.
Targovax’s development pipeline has three novel therapeutic candidates in clinical development covering six indications.
Both platforms are protected by an extensive portfolio of IP and know-how and have the potential to yield multiple product candidates in a cost-effective manner. Additionally, we have other products in early stages of development.
In July 2016, the Company listed its shares on Oslo Axess. In March 2017, the shares were upgraded to Oslo Børs, the main Oslo Stock Exchange.