On October 17, 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 (the "Offer Shares") representing up to approximately 20% of the outstanding share capital of the Company at this date (the "Private Placement") (Press release, Nordic Nanovector, OCT 17, 2019, View Source [SID1234553443]). DNB Markets and Jefferies International Limited are acting as Joint Global Coordinators and joint bookrunners (the "Joint Global Coordinators"), and ABG Sundal Collier ASA is acting as joint bookrunner (together with the Joint Global Coordinators, the "Managers") in connection with the Private Placement .

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Nordic Nanovector intends to use the net proceeds from the Private Placement for the following purposes:

Continued clinical development, (including completion of enrolment of the PARADIGME study), and commercial preparation of Betalutin.
Manufacturing development activities for Biological License Application (BLA) readiness.
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 CEST and will close at 08:00 hours (CEST) on 18 October 2019 (the "Application Period"). The Company and the Managers 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 (the "Board") at its sole discretion, following advice from the Managers.

The Offer Shares will be issued based on an authorisation granted to the Company’s Board at the Company’s annual general meeting on 25 April 2019 (the "Authorisation").

The Board has considered alternative structures for the raising of new equity. Following careful considerations, the Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower risks compared to a rights issue. In addition, the Private Placement is subject to marketing through a pre-sounding and a publicly announced bookbuilding process. By this, a market based subscription price will be achieved. The Company will also consider whether or not to commence a repair offering towards the existing shareholders who did not participate in the Private Placement.

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 18 October 2019 through a notification to be issued by the Managers.

The Private Placement is divided into two tranches:

· A number of Offer Shares corresponding to approximately 10% of the Company’s share capital 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 Managers), the Company and HealthCap VI L.P., in order to facilitate delivery of listed shares to investors on a delivery versus payment basis (the "Tranche 1 Offer Shares"). The Tranche 1 Offer Shares will be tradable from allocation. The Managers will settle the share loan with a corresponding number of new shares in the Company to be issued by the Board pursuant to the Authorisation, on or about 24 October 2019.

· The Managers are expected to pre-fund the subscription price for the rest of the Offer Shares (the "Tranche 2 Offer Shares") to facilitate a swift registration of the share capital increase in the Norwegian Register of Business Enterprises (the "NRBE"). The Tranche 2 Offer Shares will be tradable from registration of the share capital increase in the NBRE, expected to be on or about 22 October 2019. Delivery of the Tranche 2 Offer Shares will be on a delivery versus payment basis to the investors. The Tranche 2 Offer Shares will be issued by the Board pursuant to the Authorisation.

The Company has agreed with the Managers to a lock-up on future share issuances for a period of 180 days from the closing date, subject to customary exceptions. The Company’s Board and Executive Management have all agreed with the Managers 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 Managers 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, 18 October 2019. Completion of the Private Placement is subject to final approval by the Company’s Board.

Company update

The pivotal PARADIGME trial investigating Betalutin in relapsed/refractory non-Hodgkin’s lymphoma is now recruiting patients at 85 sites in 24 countries. Despite a slower than expected start, PARADIGME is now recruiting in line with the company’s expectations and in line with previous clinical trials in similar patient populations; with 32 patients enrolled to-date, the company aims to complete recruitment of the targeted 130 patients in H2 2020.

The company, working with the trial Contract Research Organisation (CRO), has initiated a suite of actions to meet this enrolment target. Specific actions include applying key learnings from high-recruiting sites, increased visits by senior management, other site engagement programmes and intensified efforts to raise the profile of PARADIGME and Betalutin with key opinion leaders, referrers and influencers.

Nordic Nanovector believes that these initiatives position PARADIGME strongly to reach its key enrolment milestone of 130 patients in H2 2020.