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ArcticZymes Technologies Share Issue/Capital Change 2014

Apr 7, 2014

3538_rns_2014-04-07_a29ee347-3e92-4690-af17-ac4c5d556dd9.html

Share Issue/Capital Change

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BIOTEC - Contemplated private placement

BIOTEC - Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART

DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Tromsø, Norway, 7 April 2014

Biotec Pharmacon ASA (the "Company", ticker "BIOTEC") has retained

Carnegie AS (the "Manager") to advise on and effect an undocumented

private placement of new shares directed towards Norwegian and

international investors after the close of Oslo Stock Exchange today

(the "Private Placement").

In the Private Placement, the Company is offering up to 3,900,000 new

shares, representing approximately 9.9% of the issued capital of the

Company. The price in the Private Placement will be determined through

an accelerated bookbuilding process. The minimum order has been set to

the number of shares that equals an aggregate purchase price of the NOK

equivalent of EUR 100,000. The Company and the Manager may, at their

sole discretion, choose to offer shares for less than the minimum order

to a limited number of investors.

The net proceeds from the new share issue will primarily be used to

commercialise the novel wound healing product Woulgan® Biogel. Woulgan®

Biogel received last week CE-marking as an advanced medical device, and

the Company and its international partner Smith & Nephew will

immediately commence market evaluation trials. The shared long-term

ambition is to establish Woulgan® Biogel as a mass-market product in the

large wound healing market. For further information, please refer to the

stock exchange release dated 4 April 2014.

In connection with the Private Placement, Progusan AS, a company

controlled by board member Gunnar Rørstad, will offer up to 250,000

existing shares, representing approx. 25% of its current shareholding

and approx. 0.6% of the issued capital in company.

The bookbuilding period opens today (7 April 2014) at 16:30 CET and

closes on 8 April 2014 at 08:00 CET. The Company and the Manager may,

however, at any time resolve to close or extend the bookbuilding period

at their sole discretion.

The completion of the Private Placement is conditional upon all

necessary corporate resolutions being validly made, including without

limitation approval by the board of directors, who has an authorization

to issue the new shares from the Annual General Meeting held 27 May

2013. The new shares to be issued in connection with the Private

Placement will be settled on a regular delivery versus payment basis (on

trade date plus three days) but are not tradable until the share capital

increase has been registered in the Norwegian Business Enterprises,

currently expected on or about 9 April 2014.

Contacts:

Svein Lien

Chief Executive Officer

+47 92 28 93 23

[email protected]

Carnegie AS

+47 22 00 93 40

Important information

The release is not for publication or distribution, in whole or in part

directly or indirectly, in or into Australia, Canada, Japan or the

United States (including its territories and possessions, any state of

the United States and the District of Columbia).

This release is an announcement issued pursuant to legal information

obligations, and is subject of the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act. It is issued for

information purposes only, and does not constitute or form part of any

offer or solicitation to purchase or subscribe for securities, in the

United States or in any other jurisdiction. The securities mentioned

herein have not been, and will not be, registered under the United

States Securities Act of 1933, as amended (the "Securities Act"). The

securities may not be offered or sold in the United States except

pursuant to an exemption from the registration requirements of the

Securities Act. The Company does not intend to register any portion of

the offering of the securities in the United States or to conduct a

public offering of the securities in the United States. Copies of this

announcement are not being made and may not be distributed or sent into

Australia, Canada, Japan or the United States. The issue, exercise,

purchase or sale of subscription rights and the subscription or purchase

of shares in the Company are subject to specific legal or regulatory

restrictions in certain jurisdictions. Neither the Company nor the

Manager assumes any responsibility in the event there is a violation by

any person of such restrictions.

The distribution of this release may in certain jurisdictions be

restricted by law. Persons into whose possession this release comes

should inform themselves about and observe any such restrictions. Any

failure to comply with these restrictions may constitute a violation of

the securities laws of any such jurisdiction. Carnegie is acting for the

Company and no one else in connection with the Private Placement and

will not be responsible to anyone other than the Company for providing

the protections afforded to their respective clients or for providing

advice in relation to the rights issue and/or any other matter referred

to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this

release may contain certain forward-looking statements. By their nature,

forward-looking statements involve risk and uncertainty because they

reflect the Company's current expectations and assumptions as to future

events and circumstances that may not prove accurate. A number of

material factors could cause actual results and developments to differ

materially from those expressed or implied by these forward-looking

statements.

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