Photocure ASA

Share Issue/Capital Change • Jun 24, 2020

Photocure ASA - Contemplated Private Placement

Photocure ASA - Contemplated Private Placement

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,

ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE

"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION

OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH

THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Oslo, Norway, 24 June 2020: Photocure ASA ("Photocure" or the "Company") has

retained ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA as Joint

Bookrunners (collectively referred to as the "Managers") to advise on and effect

a contemplated private placement directed towards Norwegian and international

investors, subject to and in compliance with applicable exemptions from relevant

prospectus or registration requirements (the "Private Placement"). The Company

is contemplating to issue up to 2,500,000 new shares in the Company (the "Offer

Shares") corresponding to approximately 10% of the current outstanding shares in

the Company, of which 98,300 Offer Shares will be issued and sold following

exercise of fully vested employee options.

The Company intends to use the net proceeds from the Private Placement (i.e. net

of transaction costs and employer's contributions triggered by the option

exercise) to i) create and scale up a world-class marketing, sales, and

distribution infrastructure after transfer of the business previously owned and

managed by Ipsen; ii) finance growth and working capital, including expansion in

underserved countries and new geographies currently not served by Photocure or

Ipsen; iii) explore new product opportunities / development, and new geographies

for Hexvix/Cysview to expand and secure its market position; and iv) general

corporate purposes.

In addition to the contemplated Private Placement, the Company has agreed a

three-year term loan with Nordea, secured under the State Guarantee Scheme to

further strengthen the financing of the abovementioned use of proceeds.

As communicated in connection with the first quarter 2020 reporting, Photocure

experienced near term temporary pressure on revenue due to COVID-19 impact. The

Company has seen a rebound over recent weeks building comfort on the expectation

of steady return to growth in second half 2020. Photocure has implemented strict

cost control in line with the activity level in second quarter 2020. The 2023

group guidance remains firm on group revenue ambitions in the range of NOK 1

billion with EBITDA margins of approximately 40%.

The subscription price and the number of Offer Shares to be issued in the

Private Placement will be determined by the board of directors of the Company

(the "Board") following an accelerated bookbuilding process. The application

period for the Private Placement will commence on 24 June 2020 at 16:30 hours

CEST and is expected to close on 25 June 2020 at 08:00 hours CEST. The Company,

after consultation with the Managers, reserves the right to at any time and in

its sole discretion resolve to close or to extend the application period or to

cancel the Private Placement in its entirety without further notice. If the

Application Period is shortened or extended, any other dates referred to herein

may be amended accordingly.

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.

The allocation will be made at the sole discretion of the Board after input from

the Managers. Allocation will be based on criteria such as (but not limited to),

existing ownership in the Company, timeliness of the application, price

leadership, relative order size, sector knowledge, investment history, perceived

investor quality and investment horizon. Primary insiders will be allocated a

number of Offer Shares needed to meet the required acquisition of shares

pursuant to the option program as set out below. The Board may, at its sole

discretion, reject and/or reduce any applications. There is no guarantee that

any applicant will be allocated Offer Shares.

The Offer Shares will be issued based on a Board authorization granted by the

Company's annual general meeting held on 10 June 2020. The Managers are expected

to pre-fund the subscription price for the Offer Shares to facilitate a swift

registration of the share capital in the Norwegian Register of Business

Enterprises ("NRBE"). The Offer Shares will be tradeable from the registration

of the share capital increase in the NRBE. Delivery of the Offer Shares will be

on a delivery versus payment basis to the investors.

The Company will announce the results of the Private Placement in a stock

exchange announcement expected to be published before opening of markets

tomorrow, 25 June 2020. Completion of the Private Placement is subject to final

approval by the Board.

The Board of Directors has considered the Private Placement in light of the

equal treatment obligations under the Norwegian Securities Trading Act and Oslo

Børs' Circular no. 2/2014, and is of the opinion that the proposed Private

Placement is in compliance with these requirements. 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 expects to be in a position to

complete the share issue in today's market conditions in an efficient manner. It

also gives the Company the possibility of raising equity with a lower discount

to the current trading price and with significantly lower execution risks

compared to a rights issue. In addition, the Private Placement has been subject

to a pre-sounding and is subject to a publicly announced bookbuilding process.

By this, a market based subscription price will be achieved.

The Company, members of the board of directors and senior management team will

be subject to a customary lock-up for a period of six months following issuance

and listing of the Offer Shares.

The option exercise in relation to the Private Placement refers to the Company's

stock exchange release on 31 December 2019, with the final number of shares

issued following the exercise being 98,300. The remaining of these exercised

options have been settled by the Company. Pursuant to the terms of the employee

option program, members of the Executive Management are required to acquire a

number of shares equivalent to 1/10 of the options exercised. The following

primary insiders are the option holders who participate in the of sale of Offer

Shares:

· Erik Dahl, CFO, selling 24,000 Offer Shares and subscribing for 2,400 Offer

Shares;

· Grete Hogstad, VP Strategic Marketing, selling 24,000 Offer Shares and

subscribing for 2,400 Offer Shares;

· Gry Stensrud, VP Technical Development and Operation, selling 27,000 Offer

Shares and subscribing for 2,700 Offer Shares;

· Espen Njåstein, Head Nordic Cancer Commercial Operations, selling 23,300

Offer Shares and subscribing for 2,330 Offer Shares;

Advokatfirmaet Selmer AS is acting as legal adviser to Photocure ASA.

For further information, please contact:

Dan Schneider

President and CEO

Photocure ASA

Tel: + 1-609 759-6515

Email: ds@photocure.com

Erik Dahl

Chief Financial Officer

Tel: +47 450 55 000

Email: ed@photocure.no

About Photocure ASA

Photocure, The Bladder Cancer Company, delivers transformative solutions to

improve the lives of bladder cancer patients. Our unique technology, which makes

cancer cells glow bright pink, has led to better health outcomes for patients

worldwide. Photocure is headquartered in Oslo, Norway, and listed on the Oslo

Stock Exchange (OSE: PHO). The US headquarters for Photocure Inc., are in

Princeton, New Jersey. For more information, please visit us at

www.photocure.com, www.hexvix.com or www.cysview.com

Important information

This announcement does not constitute or form a part of any offer of securities

for sale or a solicitation of an offer to purchase securities of the Company in

the United States or any other jurisdiction. The distribution of this

announcement and other information may be restricted by law in certain

jurisdictions. Copies of this announcement are not being made and may not be

distributed or sent into any jurisdiction in which such distribution would be

unlawful or would require registration or other measures. Persons into whose

possession this announcement or such other information should come are required

to inform themselves about and to observe any such restrictions.

The securities of the Company may not be offered or sold in the United States

absent registration or an exemption from registration under the U.S. Securities

Act of 1933, as amended (the "U.S. Securities Act"). The securities of the

Company have not been, and will not be, registered under the U.S. Securities

Act. Any sale in the United States of the securities mentioned in this

communication will be made solely to "qualified institutional buyers" as defined

in Rule 144A under the U.S. Securities Act. No public offering of the securities

will be made in the United States.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

EU Prospectus Regulation, i.e., only to investors who can receive the offer

without an approved prospectus in such EEA Member State. The expression "EU

Prospectus Regulation" means Regulation (EU) 2017/1129 of the European

Parliament and of the Council of 14 June 2017 (together with any applicable

implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only

directed at Qualified Investors who (i) are 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) are persons falling

within Article 49(2)(a) to (d) of the Order (high net worth companies,

unincorporated associations, etc.) (all such persons together being referred to

as "Relevant Persons"). These materials are directed only at Relevant Persons

and must not be acted on or relied on by persons who are not Relevant Persons.

Any investment or investment activity to which this announcement 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.

Any Target Market Assessment is without prejudice to the requirements of any

contractual, legal or regulatory selling restrictions in relation to the

Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute:

(a) an assessment of suitability or appropriateness for the purposes of MiFID

II; or (b) a recommendation to any investor or group of investors to invest in,

or purchase, or take any other action whatsoever with respect to the Company's

shares.

Each distributor is responsible for undertaking its own Target Market Assessment

in respect of the Company's shares and determining appropriate distribution

channels.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" and similar

expressions. The forward-looking statements in this release are based upon

various assumptions, many of which are based, in turn, upon further assumptions.

Although the Company believes that these assumptions were reasonable when made,

these assumptions are inherently subject to significant known and unknown risks,

uncertainties, contingencies and other important factors which are difficult or

impossible to predict and are beyond its control. Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in investment levels

and need for the Company's services, changes in the general economic, political

and market conditions in the markets in which the Company operate, the Company's

ability to attract, retain and motivate qualified personnel, changes in the

Company's ability to engage in commercially acceptable acquisitions and

strategic investments, and changes in laws and regulation and the potential

impact of legal proceedings and actions. Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements. The Company does not provide any guarantees that the

assumptions underlying the forward-looking statements in this announcement are

free from errors nor does it accept any responsibility for the future accuracy

of the opinions expressed in this announcement or any obligation to update or

revise the statements in this announcement to reflect subsequent events. You

should not place undue reliance on the forward-looking statements in this

document. Current market conditions are affected by the COVID-19 virus outbreak.

The development in both Photocure's operations as well as relevant financial

markets in general may affected by government measures to mitigate the effect of

the virus, reduction in activity, unavailable financial markets and other. See

OSE notification of 7 April 2020 for an in-depth analysis of risk and effects of

the COVID-19 situation.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. Each of the Company, the Managers and their respective affiliates

expressly disclaims any obligation or undertaking to update, review or revise

any statement contained in this announcement whether as a result of new

information, future developments or otherwise.

This announcement is made by and, and is the responsibility of, the Company. The

Managers are acting exclusively for the Company and no one else and will not be

responsible to anyone other than the Company for providing the protections

afforded to their respective clients, or for advice in relation to the contents

of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective affiliates makes any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company. Neither the

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.