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BerGenBio

Share Issue/Capital Change Jan 29, 2020

3555_rns_2020-01-29_77b51793-7116-43d7-8988-322fdc52aee7.html

Share Issue/Capital Change

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BERGENBIO ASA - KEY INFORMATION RELATED TO THE SUBSEQUENT OFFERING

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

[email protected]

+47 917 86 304

Rune Skeie, CFO

[email protected]

+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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