Share Issue/Capital Change • Jan 29, 2020
Share Issue/Capital Change
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BERGENBIO ASA - KEY INFORMATION RELATED TO THE SUBSEQUENT OFFERING
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES, OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG
SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THE PRESS RELEASE
Bergen, 30 January 2020: BerGenBio ASA (OSE:BGBIO) ("BerGenBio" or the
"Company"), Reference is made to the stock exchange announcement by BerGenBio
ASA (OSE:BGBIO) ("BerGenBio" or the "Company"), on 29 January 2020 regarding the
successful completion of a private placement of 12,215,318 new shares in the
Company (the "Private Placement") and a potential subsequent offering of up to
1,500,000 new shares (the "Subsequent Offering").
In accordance with the continuing obligations for companies listed on the Oslo
Stock Exchange, the following key information is given with respect to the
Subsequent Offering:
Date on which the terms and conditions of the Subsequent Offering were
announced: 29 January 2020
Last day including right: 29 January 2020
Ex-date: 30 January 2020
Record date: 31 January 2020
Date of approval: 29 January 2020
Maximum number of new shares: 1,500,000
Subscription price: NOK 18.00
Other information: The Subsequent Offering is subject to the publication of a
prospectus approved by the Norwegian Financial Supervisory Authority.
Notwithstanding the foregoing, the board of directors may, in its sole
discretion, decide that the Company shall not carry out the Subsequent Offering.
This information is published in accordance with the requirements of the
Continuing Obligations for companies lister on the Oslo Stock Exchange.
For further information, please contact:
Richard Godfrey, CEO
+47 917 86 304
Rune Skeie, CFO
+47 917 86 513
About BerGenBio ASA
BerGenBio is a clinical-stage biopharmaceutical company focused on developing
transformative drugs targeting AXL as a potential cornerstone of therapy for
aggressive diseases, including immune-evasive, therapy resistant cancers. The
company's proprietary lead candidate, bemcentinib, is a potentially first-in
-class selective AXL inhibitor in a broad phase II oncology clinical development
programme focused on combination and single agent therapy in lung cancer and
leukaemia. A first-in-class functional blocking AXL antibody, tilvestamab
(BGB149), and an AXL-ADC (ADCT-601) are undergoing phase I clinical testing. In
parallel, BerGenBio is developing a companion diagnostic test to identify those
patient populations most likely to benefit from bemcentinib: this is expected to
facilitate more efficient registration trials supporting a precision medicine
-based commercialisation strategy.
BerGenBio is based in Bergen, Norway with a subsidiary in Oxford, UK. The
company is listed on the Oslo Stock Exchange (ticker: BGBIO). www.bergenbio.com
***
- IMPORTANT INFORMATION -
This document is not an offer to sell or a solicitation of offers to purchase or
subscribe for shares. Copies of this document may not be sent to jurisdictions,
or distributed in or sent from jurisdictions, in which this is barred or
prohibited by law. The information contained herein shall not constitute an
offer to sell or the solicitation of an offer to buy, in any jurisdiction in
which such offer or solicitation would be unlawful prior to registration,
exemption from registration or qualification under the securities laws of any
jurisdiction.
This communication may not be published, distributed or transmitted in or into
the United States, Canada, Australia, the Hong Kong Special Administrative
Region of the People's Republic of China, South Africa or Japan and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States of America or to U.S. persons (as defined in the U.S.
Securities Act of 1933, as amended (the "Securities Act")) or to publications
with a general circulation in the United States of America. This document is not
an offer for sale of securities in the United States. The securities referred to
herein have not been and will not be registered under the Securities Act, or the
laws of any state, and may not be offered or sold in the United States of
America absent registration under or an exemption from registration under
Securities Act. BerGenBio does not intend to register any part of the offering
in the United States. There will be no public offering of the securities in the
United States of America.
The information contained herein does not constitute an offer of securities to
the public in the United Kingdom. No prospectus offering securities to the
public will be published in the United Kingdom. This document is only being
distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professionals falling within article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth entities, and other persons to whom it 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"). The
securities are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged in only
with, relevant persons. Any person who is not a relevant person should not act
or rely on this document or any of its contents.
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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State.
Investing in securities involves certain risks.
This publication may contain specific forward-looking statements, e.g.
statements including terms like "believe", "assume", "expect", "forecast",
"project", "may", "could", "might", "will" or similar expressions. Such forward
-looking statements are subject to known and unknown risks, uncertainties and
other factors which may result in a substantial divergence between the actual
results, financial situation, development or performance of BerGenBio and those
explicitly or implicitly presumed in these statements. Against the background of
these uncertainties, readers should not rely on forward-looking statements.
BerGenBio assumes no responsibility to update forward -looking statements or to
adapt them to future events or developments.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
FCA/ICMA Stabilisation
MiFID II professionals/ECPs-only - Manufacturer target market (MIFID II product
governance) is eligible counterparties and professional clients only (all
distribution channels).
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