On January 25, 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 on 24 January 2019 regarding the contemplated private placement of new shares in the Company (Press release, Nordic Nanovector, JAN 25, 2019, View Source [SID1234553483]).
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The Company announces today that it has raised approximately NOK 222 million (USD 26 million) in gross proceeds through a private placement of 4,943,094 new shares (the "Private Placement"). The Private Placement was completed at a subscription price of NOK 45 per share, which was determined through an accelerated book-building process.
DNB Markets and Jefferies International Limited acted as Joint Global Coordinators and Joint Bookrunners (the "Joint Global Coordinators"), and Kempen & Co N.V. acted as Joint Bookrunner (together with the Joint Global Coordinators, the "Joint Bookrunners") in connection with the Private Placement. The Private Placement, which was oversubscribed, attracted strong interest from both existing shareholders and new institutional investors, Norwegian as well as international.
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 Private Placement and the issuance of the new shares was resolved by the Company’s Board of Directors (the "Board") at a board meeting held on 25 January 2019, based on the authorisation granted to the Board at the Company’s annual general meeting on 30 May 2018.
Notification of allotment of the new shares in the Private Placement and payment instructions will be sent to the applicants through a notification from the Joint Bookrunners. Settlement of the new shares towards investors will be made on a delivery versus payment basis on 29 January 2019 (T+2 settlement), by delivery of 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. The new shares delivered to the subscribers will thus be tradable from allocation. The shares borrowed for settlement of the Private Placement will be redelivered to HealthCap VI L.P. in the form of new shares in the Company.
Following registration of the new share capital pertaining to the Private Placement in the Norwegian Register of Business Enterprises, which is expected to take place on or about 31 January 2019, the Company will have an issued share capital of NOK 10,874,807.80, divided into 54,374,039 shares, each with a par value of NOK 0.20.
The Company’s Board of Directors has, subject to an approval from the Company’s general meeting, resolved to carry out a repair offering of up to 777,777 new shares (the "Repair Offering"), raising gross proceeds of approximately NOK 35 million (USD 4 million). Shareholders in the Company as of 24 January 2019, as registered in the VPS on 28 January 2019 (the "Record Date"), who were not allocated Offer Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive subscription rights in the Repair Offering based on their shareholding as of the Record Date. The subscription rights will not be listed or tradable. The subscription price in the Repair Offering will be the same as in the Private Placement, i.e. NOK 45 per share. Launch of the Repair Offering is conditional upon (i) approval by the Company’s extraordinary general meeting, which is expected to be held on or about 18 February 2019 (the "EGM") and (ii) the publication of a prospectus approved by the Norwegian Financial Supervisory Authority. The subscription period in the Repair Offering is expected to commence shortly after the EGM and the publication of the prospectus, which will cover the offering and listing of the shares in the Repair Offering.
The following primary insiders were allocated shares in the Private Placement:
HealthCap VI L.P., a shareholder to whom one of the members of the Company’s board of directors is associated, was allocated 265,000 shares in the Private Placement, subject to completion of the Private Placement, it will hold a total of 5,710,833 Shares, corresponding to 10.5% of the issued share capital after completion of the Private Placement.
Eduardo Bravo, CEO of the Company, was allocated 21,674 shares in the Private Placement, subject to completion of the Private Placement he will hold a total of 25,874 Shares, corresponding to 0.0% of the issued share capital after completion of the Private Placement. Eduardo Bravo also holds 250,000 PSUs and has a right to be granted a further 50,000 PSUs as part of the Company’s annual grant of PSUs in the first quarter of 2019.
Tone Kvåle, CFO of the Company, and related parties of Tone Kvåle were allocated 6,667 shares in the Private Placement, subject to completion of the Private Placement she will, together with related parties, hold a total of 186,275 Shares, corresponding to 0.3% of the issued share capital after completion of the Private Placement. Tone Kvåle also holds 20,000 PSUs and 315 000 options.
Malene Brondberg, VP Investor Relations and Corporate Communications of the Company, was allocated 5,555 shares in the Private Placement, subject to completion of the Private Placement she will hold a total of 5,555 Shares, corresponding to 0.0% of the issued share capital after completion of the Private Placement. Malene Brondberg also holds 20,000 PSUs.