Share Issue/Capital Change • Mar 17, 2014
Share Issue/Capital Change
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This press release may not be published or distributed, directly or indirectly in or into the United States, or any other jurisdiction where such action is subject to legal restrictions.
The Board of Directors of BioInvent International AB (OMXS:BINV) ("BioInvent" or the "Company") has resolved on final terms in the rights issue and the directed new share issue that the Board of Directors resolved upon on 21 February 2014, subject to approval by the General Meeting. The directed new share issue has been fully subscribed.
The interim report for 1 January – 31 March 2014 will, by reason of the rights issue, be postponed from 24 April 2014 to 6 May 2014.
On 24 February 2014, BioInvent announced the Board of Directors' resolution on a rights issue and a directed new share issue. The Board of Directors has now resolved upon the subscription price and other final terms of the new share issues.
Each share in BioInvent held on the record date for participation in the rights issue on 24 March 2014, entitles to one (1) subscription right and four (4) subscription rights entitle to subscription for one (1) new share. The subscription price has been set to SEK 2.30 per share. This corresponds to a discount of 29.3 percent compared to the volume-weighted price paid for BioInvent's share on NASDAQ OMX Stockholm from 3 February 2014 until 14 March 2014. The subscription period will run from 28 March until 11 April 2014, with a right for Board of Directors to extend the subscription period.
Up to 21 253 662 new shares will be issued in the rights issue, which at full subscription represents a
share capital increase of SEK 1,700,292.96 to a total of SEK 8,501,464.88. The total rights issue proceeds will be SEK 48,883,422.60 before transaction costs if the rights issue is fully subscribed.
6,521,739 new shares will be issued in the directed new share issue, which represents an additional share capital increase of SEK 521,739.12. The total issue proceeds in the directed new share issue amount to SEK 14,999,999.70, before transaction costs. The subscription price equals that in the rights issue, SEK 2.30 per share. The right to subscribe for shares in the directed new share issue has, with derogation from the shareholders' pre-emptive rights, been granted two investors of institutional character approached in advance; Henrik Rhenman through Rhenman Healthcare Equity L/S and Peter Thelin through East Bay AB. Subscription has taken place and payment shall be made on 24 April 2014 at the latest.
The total transaction costs are estimated to amount to MSEK 6.6. The new share issues are carried out as part of securing the financing of the Company's ongoing operations during at least the next 12 months. The directed new share issue is also carried out to add additional owners of strategic importance to the Company, which cannot be accomplished through the right issue. The issue proceeds will be used to advance the Company's development and research projects and to strengthen the Company's financial position.
The rights issue and the directed new share issue are subject to approval by the Extraordinary General Meeting in BioInvent to be held on 19 March 2014 at 10.00 a.m. CET. The notice to the Extraordinary General Meeting was published on 24 February 2014 and is available on BioInvent's website www.bioinvent.com.
The Company's largest shareholders, van Herk Investments B.V. and B&E Participation AB, who together represent 25.0 percent of the shares in the Company, have provided subscription undertakings in respect of the subscription rights allotted to them in the rights issue. In addition, the Company has entered into underwriting agreements with a number of current and external investors to the effect that up to a maximum of 75.0 percent of the rights issue is secured through subscription and guarantee undertakings.
| 19 March | Extraordinary General Meeting |
|---|---|
| 19 March | Last day of trading inclusive subscription rights |
| 20 March | First day of trading exclusive subscription rights |
| 24 March | Record date for participation in the rights issue, i.e. shareholders who are registered in the Company's share register as of this day will receive subscription rights for participation in the rights issue |
| 25 March | Estimated date for publication of the prospectus |
| 28 March – 8 April | Trading in subscription rights |
| 28 March – 11 April | Subscription period |
| Around 16 April | Announcement of the preliminary outcome of the rights issue |
By reason of the rights issue, the interim report for the first quarter will be postponed from 24 April 2014 to 6 May 2014 in order for the so-called black-out period ahead of the interim report not to entirely coincide with the subscription period.
Erik Penser Bankaktiebolag is acting as financial advisor and Mannheimer Swartling Advokatbyrå AB is acting as legal advisor to BioInvent.
BioInvent International AB is a research-based pharmaceutical company focused on discovery and development of innovative antibody-based drugs against cancer. The Company's pipeline currently includes three product candidates for the treatment of cancer.
The company has unique expertise in antibody drug development from initial concept to late clinical phase. The antibody library n-CoDeR® and the screening tool F.I.R.S.T.TM are two patented tools that enable identification of relevant human antibodies and disease targets during the discovery phase. The scope and strength of this platform is also used to develop antibody-based drugs in collaboration with partners who finance the development of the new drug, and provide BioInvent the right to milestone payments and royalties on sales. These partners include Bayer Pharma, Daiichi Sankyo, Mitsubishi Tanabe Pharma and Les Laboratoires Servier.
Michael Oredsson President and CEO +46 (0)46 286 85 67 +46 (0)707 16 89 30 [email protected]
Co. reg. No. 556537-7263 Visiting address: Sölvegatan 41 Mailing address: 223 70 LUND Phone: +46 (0)46 286 85 50 [email protected] www.bioinvent.com
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in BioInvent. Any invitation to the persons concerned to subscribe for shares in BioInvent will only be made through the prospectus that BioInvent estimates to publish on or about 25 March 2014.
This press release may not be published or distributed, directly or indirectly in or into the United States, Australia, Hong Kong, Canada or Singapore or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions or would require such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No subscription rights, BTAs (interim shares) or new shares will be registered under the United States Securities Act of 1933 ("Securities Act") or securities legislation in any other state or other jurisdiction in the United States and may not be offered, subscribed, sold or transferred, directly or indirectly within the United States, other than pursuant to an exemption from the registration requirements of the Securities Act and in accordance with securities laws in relevant state or other jurisdiction in the United States.
This press release may contain forward-looking statements which reflect BioInvent's current view on future events and financial and operational development. Words such as "intend", "expect", "anticipate", "may", "believe", "plan", "estimate" and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the real outcome could differ materially from the forward-looking statements.
Information disclosed in this press release is provided herein pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for publication at 8.40 a.m. CET, on 17 March, 2014.
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