Targovax ASA – Terms of the 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.

Reference is made to Targovax ASA’s (the “Company”) stock exchange announcement published on 4 November 2021, regarding a proposed fully underwritten rights issue (the “Rights Issue”) which is subject to the approval by the extraordinary general meeting of the Company to be held at 09:00 (CET) tomorrow, 25 November 2021.

The Company’s board of directors has today, on 24 November 2021, based on a recommendation from Carnegie AS and DNB Markets, a part of DNB Bank ASA (acting as “Managers” in the Rights Issue), determined the following (i) subscription price, (ii) the number of new shares and (iii) the share capital increase pertaining to the Rights Issue:

  • The subscription price is proposed to be NOK 1.72 per new share offered in the Rights Issue (the “Offer Shares”), representing a discount of approximately 35% to the theoretical ex rights price (TERP) based on the volume-weighted average price (VWAP) of the Company’s shares on the Oslo Stock Exchange of NOK 3.7424 on 24 November 2021;
  • The share capital of the Company is proposed to be increased by NOK 10,174,418.60 through the issue of 101,744,186 Offer Shares, representing a ratio of 1.175114 Offer Shares per each existing share; and
  • The Company will raise approximately NOK 175 million in gross proceeds in the Rights Issue.

Each existing shareholder as of 25 November 2021 (and being registered as such in the Norwegian Central Securities Depository (the “VPS”) as at the expiry of 29 November 2021 (the record date)) will be granted 1.175114  subscription rights for each share registered as held by the shareholder. The number of subscription rights granted to each existing 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 one Offer Share in the Rights Issue.

The proposal to increase the share capital of the Company as set out in the notice to the extraordinary general meeting of the Company will be adjusted to reflect the (i) subscription price, (ii) the number of new shares and (iii) the share capital increase pertaining to the Rights Issue as set out above. For further information regarding the Rights Issue, see the notice of the extraordinary general meeting available on www.targovax.com.

The full terms and conditions of the Rights Issue will be included in a prospectus, comprising a registration document and a securities note (jointly, the “Prospectus”), which will be published prior to the commencement of the subscription period in the Rights Issue, which is expected to take place from 30 November 2021 to 14 December 2021 at 16:30 CET.

Carnegie AS and DNB Markets, a part of DNB Bank ASA, are acting as managers for the Rights Issue. Advokatfirmaet Thommessen AS is acting as legal counsel to the Company.

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 websites 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 24 November 2021 at 19:04 CET on behalf of the Company.