NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Tromsø, Norway, 14 June 2018
Reference is made to the stock exchange announcement by Biotec Pharmacon ASA the (“Company”, ticker “BIOTEC”) on 14 June 2018 regarding a contemplated private placement of new shares directed towards new and existing Norwegian and international investors (the “Private Placement”) by issuing up to 4,390,000 new shares each with a par value of NOK 1.00 (the “Offer Shares”) representing approximately 10% of the issued share capital of the Company. The Company is pleased to announce that the Private Placement has been successfully completed, raising gross proceeds of NOK 23 million at a subscription price of NOK 5.25 per share (the “Subscription Price”).
Completion of the Private Placement implies a deviation from the existing shareholders pre-emptive rights to subscribe for and be allocated new shares. The Board of Directors has carefully considered such deviation and has resolved that the Private Placement is in the best interests of the Company and its shareholders. In reaching this conclusion the Board of Directors has inter alia considered the limited discount to previous trading prices, the dilutive effect of the share issue, the investor interest in the transaction, the strengthening of the shareholder base that will be achieved by the Private Placement, the liquidity in the shares, the prevailing market conditions, transaction costs, transaction efficiency and completion risks. Based on the above, no subsequent “repair offering” is contemplated.
The share capital increase pertaining to the Private Placement was resolved by the Board of Directors pursuant to an authorisation granted by the Company’s Annual General Meeting held 7 May 2018.
Settlement of the allocated Offer Shares is expected to take place on a delivery versus payment basis on or about 19 June 2018. The Offer Shares allocated in the Private Placement will be tradable upon the registration of the share capital increase with the Norwegian Register of Business Enterprises (expected on or about 19 June 2018). In reliance of available exceptions, no listing prospectus will be issued in relation to the Private Placement.
Carnegie AS acted as bookrunner for the Private Placement. Wikborg Rein is legal counsel to the Company.
For additional information:
Christian Jørgensen, CEO, +47 47 79 24 57, email@example.com
Børge Sørvoll CFO, +47 95 29 01 87, firstname.lastname@example.org
About Biotec Pharmacon ASA:
Biotec Pharmacon ASA is the parent company of Biotec BetaGlucans AS and ArcticZymes AS. Biotec BetaGlucans develops, manufactures and markets novel immunomodulating products, including Woulgan®, an advanced wound care product for stalled wounds with a proprietary medicinal ingredient. ArcticZymesdevelops, produces and markets recombinant enzymes of marine origin used in molecular DNA technologies and diagnostics, representing growth markets where rapid technological developments are creating a strong demand for new and improved enzymes.
The information in this announcement is subject to the disclosure requirements of the Norwegian Securities Trading Act section 5-12.
This announcement is not and does not form a part of any offer for sale of securities.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.
This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). In any EEA Member State other than Norway 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 the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication 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.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.