Targovax ASA – Notice of extraordinary general meeting – Fully underwritten rights issue

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE

The board of directors of Targovax ASA ("Targovax" or the "Company") has resolved to propose that the Company carries out a share capital increase, by way of a fully underwritten rights issue, to raise gross proceeds of NOK 175 million (the "Rights Issue").  The proceeds from the Rights Issue plus current cash is expected to provide runway into 3Q23 including the start of the next melanoma trial in second half of 2022, and will cover:

ONCOS (~MNOK55)

  • Colorectal cancer: Read out of collaboration trial in colorectal cancer with peritoneal disease, ~30 patients 1H22;
  • Mesothelioma: phase 1/2 combination trial with SoC chemo, 30 months mOS data 2H21; and
  • Melanoma: Start the PD-1 refractory melanoma phase 2 platform trial to explore multiple ONCOS-102 combinations, FPFV 2H22.

CMC (~MNOK 35)

  • Manufacturing of clinical material for trials during the period; and
  • Continue selective development activities for large scale manufacturing.

Pipeline extension (~MNOK 65)

  • Data from in-vitro study with circular RNA, in the development of a novel platform system for gene delivery and next generation RNA concepts with ONCOS delivery vector;
  • In vivo proof of concept data of ONCOS-102 systemic IV delivery;
  • Bring next generation TG to the clinic with academic and commercial collaborators;
  • Explore novel MutRAS projects; and
  • Maintain and build the patent portfolio.

Business operations (~MNOK 75)

  • Personnel costs; and
  • Corporate functions, support services.

The proposed Rights Issue is subject to a shareholder approval at an extraordinary general meeting of the Company (the "EGM") to be held on 25 November 2021 at 09:00 hours (Oslo time) at the Company's offices at Vollsveien 19, 1366 Lysaker, Norway. The notice and agenda with appendices is attached hereto and available on www.targovax.com.

Carnegie AS and DNB Markets, a part of DNB Bank ASA, have been engaged as managers for the Rights Issue (the "Managers"). Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Rights Issue.

The Rights Issue is fully underwritten through a combination of i) a pro rata subscription by existing shareholder AP4 (The Fourth Swedish National Pension Fund), and ii) underwriting commitments from certain existing shareholders of the Company and other investors (the "Underwriters"), in accordance with an underwriting agreement dated 3 November 2021. Pursuant to, and subject to, the terms and conditions set out in the underwriting agreement, the Underwriters who are existing shareholders in the Company have undertaken to vote their shares, as held at the time of the EGM, in favour of the Rights Issue and all Underwriters have undertaken to guarantee on a pro-rata basis (not jointly) to subscribe for the shares offered in the Rights Issue. The shares in the Rights Issue which are not subscribed upon expiration of the subscription period (if any), will thus be subscribed by and allocated to the Underwriters.

The subscription price for the new shares to be issued in the Rights Issue, and thus the exact number of new shares and the exact amount of the share capital increase, will be proposed by the board of directors, based on a recommendation from the Managers, the day prior to the EGM. Pursuant to the underwriting agreement, the subscription price in the Rights Issue shall be based on the theoretical ex rights price (TERP) based on the volume-weighted average price (VWAP) of the Company's shares on the Oslo Stock Exchange on the last trading day prior to the date of the extraordinary general meeting, less a discount of at least 35%. The board of directors' resolution in this respect will be announced through a stock exchange announcement prior to the EGM, and no later than the day before the EGM, and then be reflected in the final proposed resolution to the EGM.

In connection with the Right Issue a prospectus will be prepared which is subject to the approval by the Norwegian Financial Supervisory Authority. The prospectus will be published prior to the commencement of the subscription period and will form the basis for subscriptions in the Right Issue. Provided that the prospectus is approved by the Norwegian Financial Supervisory Authority in time, the subscription period for the Rights Issue will commence on 30 November 2021 and expire on 14 December 2021 at 16:30 hours (Oslo time). In the event that the prospectus is not approved in time to uphold this subscription period, the subscription period will commence on the second trading day on the Oslo Stock Exchange following the approval and expire at 16:30 hours (Oslo time) two weeks thereafter.

Pursuant to section 10-4 of the Norwegian Public Limited Companies Act, the shareholders of the Company at the date of the EGM will be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of that date, and will according to the board's proposal receive subscription rights proportionate to their existing shareholding as registered in the Company's shareholder register in the Norwegian Central Securities Depository (the VPS) at the expiry of 29 November 2021. Provided that a purchase of shares is made with ordinary T+2 settlement, shares purchased up to and including 25 November 2021 will give the right to receive subscription rights, whereas shares purchased from and including 26 November 2021, will not give the right to receive subscription rights. The subscription rights will be tradable and listed on the Oslo Stock Exchange from and including the first day of the subscription period and until 16:30 (Oslo time) two trading days prior to the expiry of the subscription period. Over -subscription and subscription without subscription rights will be permitted.

A further description of the Rights Issue and of other circumstances that must be considered upon subscription of shares in the Rights Issue will be included in the prospectus for the Rights Issue, which will be published no later than at the commencement of the subscription period and that will constitute the subscription material for the offering.

Included below is an indicative timeline for the Rights Issue:

  • 25 November 2021: Extraordinary general meeting
  • 25 November 2021: Last day of trading in the shares including subscription rights
  • 26 November 2021: First day of trading in the shares excluding subscription rights
  • 29 November 2021: Record date for determination of the right to receive subscription rights
  • On or around 29 November 2021: Publication of the prospectus
  • 30 November 2021: Commencement of the subscription period and first day of trading in the subscription rights
  • On or around 10 December 2021: Last day of trading in the subscription rights
  • On or around 14 December 2021: Last day of the subscription period
  • On or around 15 December 2021: Allocation of the offer shares
  • On or around 17 December 2021: Payment of the offer shares
  • On or around 21 December 2021: Registration of the share capital increase with the Norwegian Register of Business Enterprises

TRVX – Notice of EGM.pdf

For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@targovax.com

Renate Birkeli, Investor Relations
Phone: +47 922 61 624
Email: renate.birkeli@targovax.com

Media enquires:
Andreas Tinglum – Corporate Communications (Norway)
Phone: +47 9300 1773
Email: andreas.tinglum@corpcom.no

About Targovax

Activating the patient’s immune system to fight cancer
Targovax (OSE:TRVX) is a clinical stage immuno-oncology company developing immune activators to target hard-to-treat solid tumors. Targovax aims to unlock greater clinical benefits in cancer patients by deploying its multifunctional platforms to target key immune regulators and oncogenic drivers. Targovax’s focus is to “activate the patient’s immune system to fight cancer”, thus extending and transforming the lives of cancer patients. Targovax’s pipeline aims at different cancer indications, including melanoma, mesothelioma and colorectal cancer. The company’s product candidates are designed to harness the patient’s own immune system to fight the cancer, whilst also delivering a favorable safety and tolerability profile.

Targovax’s lead clinical candidate, ONCOS-102, is a genetically modified oncolytic adenovirus, which has been engineered to selectively infect cancer cells and activate the immune system to fight the cancer. On the back of very encouraging clinical data in several indications, both in monotherapy and in multiple combinations, the next development steps for ONCOS-102 will be to further improve responses in melanoma patients resistant to or poorly responsive to current standard of care.

IMPORTANT INFORMATION

This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. The information contained in this announcement is for informational purposes only and does not purport to be full or completed. The Company does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is 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 announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Norway, which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Managers to publish or supplement a prospectus for such offer.

It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.

The Managers and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) do not accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Company or associated companies. The Managers are acting exclusively for the Company and no-one else in connection with the Rights Issue and will not regard any other person as their client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their clients.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. Copies of any such prospectus is available from the Company’s registered office and, subject to certain exceptions, on the website of the Company and the Managers.

Forward looking statements

This announcement includes forward-looking statements which include statements regarding the Company’s business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as “believe,” “anticipate,” “plan,” “expect,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should,” “aim,” “continue,” “could,” “guidance,” “may,” “potential,” “will,” as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Renate Birkeli, Investor Relations at Targovax ASA on 4 November 2021 at 07:02 CET on behalf of the Company.