On January 24, 2019 Nordic Nanovector ASA (OSE: NANO) ("Nordic Nanovector" or the "Company"), a biopharmaceutical company dedicated to extending and improving the lives of patients with haematological cancers through the development and commercialisation of innovative targeted therapeutics, reported the launch of a private placement of new shares representing up to approximately 10% (the "Offer Shares") of the outstanding share capital of the company (the "Private Placement") (Press release, Nordic Nanovector, JAN 24, 2019, View Source [SID1234553484]). DNB Markets and Jefferies International Limited are acting as Joint Global Coordinators and Joint Bookrunners (the "Joint Global Coordinators"), and Kempen & Co N.V. is acting as Joint Bookrunner (together with the Joint Global Coordinators, the "Joint Bookrunners") in connection with the Private Placement.
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Nordic Nanovector intends to use the net proceeds of the Private Placement for the following purposes:
Manufacturing development activities (including Process Validation studies) for Betalutin
A scale-up of the Company’s clinical and commercial activities in preparation for a commercial launch of Betalutin
General corporate purposes
The subscription price and the number of shares to be issued in the Private Placement will be determined through an accelerated bookbuilding process. The bookbuilding period and the application period for the Private Placement commence today at 16:30 hours CET and will close at 08:00 hours CET on 25 January 2019 (the "Application Period"). The Company and the Joint Bookrunners reserve the right to close or extend the Application Period at any time and for any reason. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Company’s largest shareholder, HealthCap VI L.P., has informed the Company that it will participate in the Private Placement.
The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. Allocation of the Offer Shares will be determined at the end of the bookbuilding process, and the final allocation will be made by the Company’s Board of Directors at its sole discretion, following advice from the Joint Bookrunners.
The Offer Shares to be issued in connection with the Private Placement will be issued based on the board authorisation granted at the Company’s annual general meeting on 30 May 2018. In line with the shareholders’ approval, pre-emption rights of the existing shareholders are excluded.
The board of directors of the Company has considered alternative structures for the raising of new equity. Following careful considerations, the board of directors is of the view that the conduct of a private placement because this will, inter alia, strengthen the Company’s shareholder base in future equity raisings. Furthermore, by structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner in a market that is open for capital raisings, and with a lower discount to current trading price and with significantly lower risks compared to a rights issue. In addition, the Private Placement is subject to broad marketing through a pre-sounding and a publicly announced bookbuilding process. By this, a market based subscription price will be achieved.
The board of directors therefore considers a private placement to be in the best interests of the Company and its shareholders.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements. Notification of allotment and payment instructions is expected to be issued to the applicants on or about 25 January 2019 through a notification to be issued by the Joint Bookrunners.
The Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement between DNB Markets (on behalf of the Joint Bookrunners), the Company and HealthCap VI L.P., in order to facilitate delivery of listed shares to investors on a delivery versus payment basis. The Offer Shares delivered to the subscribers will thus be tradable from allocation. The Joint Bookrunners will settle the share loan with new shares in the Company to be issued by the Board of Directors pursuant to the abovementioned authorisation granted at the annual general meeting held on 30 May 2018.
The Company has agreed with the Joint Bookrunners to a lock-up on future share issuances, and its Board of Directors and Executive Management have all agreed with the Joint Bookrunners to a lock-up on existing shareholdings for a period of 180 days from the closing date, subject to customary exceptions. In addition, the Company’s largest shareholder, HealthCap VI L.P. has agreed with the Joint Bookrunners to a lock-up for a period of 90 days from the closing date, subject to customary exceptions.
The Company will announce the final number of Offer Shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, 25 January 2019. Completion of the Private Placement is subject to final approval by the Company’s Board of Directors.