On February 20, 2023 Bavarian Nordic A/S ("Bavarian Nordic" or the "Company") reported its intention to raise new capital through an accelerated bookbuilding process (Press release, Bavarian Nordic, FEB 20, 2023, View Source [SID1234627415]). The offering (the "Offering") of new shares (the "New Shares") in Bavarian Nordic has now been successfully completed. Reference is made to company announcement no. 05 of 20 February 2023.
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Bavarian Nordic has successfully completed a directed issue and private placement of 7,046,839 new shares at an offer price of DKK 233 per share, raising gross proceeds to Bavarian Nordic of DKK 1,642 million.
The Offering has not been registered under the U.S. Securities Act and was made pursuant to applicable exemptions from the obligation to publish a prospectus in Denmark as well as exemptions from the U.S. Securities Act and the securities laws of other applicable jurisdictions in a directed issue and private placement and subscribed for by eligible qualified institutional and professional investors in Denmark and in certain other jurisdictions at market price and without pre-emption rights for Bavarian Nordic’s existing shareholders.
The net proceeds from the Offering will be used in accordance with company announcement no. 05 of 20 February 2023.
As the Offering was oversubscribed, an individual allocation of the New Shares was made.
Bavarian Nordic has in connection with the Offering, agreed to undertake a lock-up commitment for 180 calendar days following settlement of the Offering (subject to certain exceptions). In addition, members elected at the general meeting of Bavarian Nordic’s board of directors as well as members of the executive management have in connection with the Offering, agreed to undertake a lock-up commitment for 90 calendar days following settlement of the Offering (subject to certain exceptions).
CAPITAL INCREASE
Subject to settlement, a share capital increase will be registered with the Danish Business Authority and the share capital of Bavarian Nordic will hereafter consist of 77,782,215 shares of DKK 10 each, equivalent to a registered share capital of DKK 777,822,150.
The New Shares represent approximately 9.96% of Bavarian Nordic’s registered share capital before the capital increase and will account for approximately 9.06% of Bavarian Nordic’s registered share capital upon completion of the capital increase.
ADMISSION TO TRADING AND OFFICIAL LISTING
The New Shares will be issued under the temporary ISIN code DK0062266201. No application for admission to trading and official listing has been, or will be, filed for the New Shares issued under the temporary ISIN code, and the temporary ISIN code will only be registered with VP Securities A/S ("Euronext Securities") for subscription of the New Shares. The temporary ISIN code in Euronext Securities will be merged with the permanent ISIN code for the existing shares, DK0015998017, as soon as possible following registration of the share capital increase with the Danish Business Authority. The New Shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S, in the permanent ISIN code for the existing shares, DK0015998017, on or around 24 February 2023.
The admission to trading and official listing of the New Shares is subject to the Offering not being withdrawn prior to the settlement of the Offering and the Company making an announcement to that effect.
EXPECTED TIMETABLE FOR THE OFFERING
Date
Event Expected Thursday 23 February 2023 Settlement and payment for the New Shares
Expected Thursday 23 February 2023 Registration of the capital increase with the Danish Business Authority
Expected Friday 24 February 2023 Admission to trading and official listing of the New Shares on Nasdaq Copenhagen A/S Expected Monday 27 February 2023 Merger of the temporary ISIN code with the permanent ISIN code in the system of Euronext Securities
NEW SHARES
The decision to launch an offering of new shares in a directed issue was made pursuant to Article 5a(2) in Bavarian Nordic’s articles of association pursuant to which its board of directors is authorised to make share capital increases without preemption rights for the existing shareholders at market price.
The New Shares will rank pari passu in all respects with existing shares in Bavarian Nordic. The New Shares will be negotiable instruments, and no restrictions will apply to their transferability. No shares, including the New Shares, carry or will carry any special rights. Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The New Shares must be registered in the name of the holder in the Company’s register of shareholders.
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS
Danske Bank A/S, Morgan Stanley & Co. International plc and Nordea Danmark, filial af Nordea Bank Abp, Finland are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Offering (jointly the "Joint Global Coordinators and Joint Bookrunners").
Kromann Reumert and Latham & Watkins LLP act as Danish and U.S. legal advisors respectively to the Company. Plesner acts as Danish legal advisors to the Joint Global Coordinators and Joint Bookrunners.