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, 20 June 2016: Targovax ASA (“Targovax” or the “Company”) contemplates to raise NOK 100 – 130 million through a private placement directed towards (i) investors in Norway and internationally where the minimum subscription and allocation amount is set to the NOK equivalent of EUR 100,000 and (ii) employees of the Company and its respective subsidiaries, the 100 largest shareholders in the Company as registered in the VPS on 17 June 2016 and other potential investors constituting less than 150 potential investors in total, with a minimum subscription and allocation amount of NOK 10,500 (the “Private Placement”). The Private Placement is subject to applicable exemptions from relevant prospectus and other registration requirements, and, as a result, no prospectus will be prepared in connection with the Private Placement. The Company will, as soon as possible after completion of the application period in the Private Placement, apply for a listing on Oslo Axess. The Company expects that a listing will take place during July 2016.
The subscription price in the Private Placement is set to NOK 7.50 per share. The application period commences today on 20 June 2016 at 09:00 hours (CET) and will close on 21 June 2016 at 16:30 hours (CET). The Company, together with the Joint Global Coordinators (as defined below), reserve the right to close the application period at any time at their sole discretion, at short notice. The allocation of shares will be determined at the end of the application period. The final allocation will be made at the Board of Directors’ sole discretion.
The Joint Global Coordinators have received pre-subscriptions amounting to approximately NOK 45 million from new and existing investors, including Healthcap, the Norwegian Radium Hospital Research Foundation and a reputable Norwegian long only fund.
The net proceeds from the Private Placement will be used to fund clinical studies, CMC to support clinical studies and general corporate purposes.
The completion of the Private Placement is subject to (i) the corporate resolutions of the Company required to issue of the new shares, including approval of the Private Placement and issuance of the new shares by the extraordinary general meeting of Targovax expected to be held on or about 6 July 2016 (the “EGM”) and (ii) registration of the increased share capital of the Company pursuant to the Private Placement with the Norwegian Register of Business Enterprises.
The Company’s Board of Directors will following expiry of the application period consider proposing to the EGM to carry out a subsequent offering directed towards shareholders of the Company as of the last trading day of the application period (as registered in the Norwegian Central Securities Depository (VPS) on the second trading day thereafter), who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the “Subsequent Offering”). Shareholders who participated in the pre-sounding of the Private Placement or were allocated Offer Shares in the Private Placement will not be eligible to receive subscription rights in the Subsequent Offering. The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement.
ABG Sundal Collier, Arctic Securities and DNB Markets, a part of DNB Bank ASA, are acting as Joint Global Coordinators and Bookrunners for the Private Placement (the “Joint Global Coordinators”).
For further information, please contact:
Gunnar Gårdemyr, CEO
Phone: +46 73 083 77 79
Øystein Soug, CFO
Phone: +47 906 56 525
Targovax is a clinical stage immuno-oncology company dedicated to the development of highly targeted immunotherapies for cancer patients. Targovax is developing two complementary and highly targeted approaches in immuno-oncology: a peptide-based immunotherapy platform for patients with RAS-mutated cancers and a virus-based immunotherapy platform based on engineered oncolytic viruses armed with potent immune-stimulating transgenes for patients with solid tumors.
This communication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States, Norway or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act and to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of the securities will be made in the United States.
In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive (“Qualified Investors”), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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 release 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.
The distribution of this announcement and other information in connection with the Private Placement may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.