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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
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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