Share Issue/Capital Change • Jun 19, 2023
Share Issue/Capital Change
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BerGenBio ASA - Updated timeline for delivery of Offer Shares and Warrants in connection with the Rights Issue
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE
AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS STOCK EXCHANGE ANNOUNCEMENT.
Bergen 19 June 2023: Reference is made to the stock exchange announcement
published by BerGenBio ASA (the "Company") on 15 June 2023 regarding the final
results in the partially underwritten rights issue of 2,500,000,000 new shares
in the Company (the "Offer Shares") at a subscription price of NOK 0.10 per
Offer Share (the "Rights Issue"). In addition, the subscribers in the Rights
Issue were allocated a total of 1,249,999,617 warrants (the "Warrants").
Notifications of allocated Offer Shares and Warrants and the corresponding
subscription amount to be paid by each subscriber were distributed on 14 June
2023, and payment for the allocated Offer Shares fell due on 16 June 2023 in
accordance with the payment procedures described in the prospectus dated 26 May
2023. The Warrants are allocated free of charge.
As of today, 19 June 2023, full payment for all Offer Shares has not yet been
received due to lack of sufficient funds on certain subscribers' designated bank
accounts. The Offer Shares may not be transferred or traded before all Offer
Shares have been fully paid and the share capital increase pertaining to the
Rights Issue has been registered with the Norwegian Register of Business
Enterprises (Nw. Foretaksregisteret). The Warrants may not be transferred or
traded before they have been registered in the Norwegian Register of Business
Enterprises (Nw. Foretaksregisteret).
It is expected that the share capital increase and the Warrants will be
registered in the Norwegian Register of Business Enterprises on or about 22 June
2023 and that the Offer Shares and the Warrants will be delivered to the VPS
accounts of the subscribers to whom they are allocated on or about the next day.
Subject to the aforementioned, the Offer Shares and the Warrants are expected to
be tradable on Oslo Børs from and including 23 June 2023.
For further information, please contact:
Martin Olin CEO, BerGenBio ASA
Rune Skeie, CFO, BerGenBio ASA
Media Relations
Jan Lilleby
+47 90 55 16 98
For information about the Rights Issue please contact the managers:
Arctic Securities AS, tel.: + 47 21 01 30 40
Carnegie AS, tel.: +47 22 00 93 40
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 cancer and severe respiratory infections. The
Company is focused on its proprietary lead candidate bemcentinib a potentially
first-in-class selective AXL inhibitor in development for STK11 mutated NSCLC
and severe respiratory infections.
BerGenBio is based in Bergen, Norway with a subsidiary in Oxford, UK. The
Company is listed on the Oslo Stock Exchange (ticker: BGBIO). For more
information, visit www.bergenbio.com.
- IMPORTANT INFORMATION -
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures. Any offering of the securities referred to in
this announcement will be made by means of a prospectus approved by the
Financial Supervisory Authority of Norway and published by the Company.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
prospectus.
This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or other
jurisdiction in the United States and may not be offered, sold, pledged or
otherwise transferred within the United States. The Company does not intend to
register any part of the offering in the United States or to conduct a public
offering of securities in the United States.
In any member state of the European Economic Area (each, an "EEA Member State"),
this communication is only addressed to and is only directed at qualified
investors in that EEA 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 (EU) 2017/1129 as amended (together with any
applicable implementing measures in any EEA Member State).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement 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"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their affiliates accepts any liability arising from the use
of this announcement.
In connection with the Rights Issue, the Managers and any of their affiliates,
acting as investors for their own accounts, may subscribe for or purchase shares
and in that capacity may retain, purchase, sell, offer to sell or otherwise deal
for their own accounts in such shares and other securities of the Company or
related investments in connection with the Rights Issue or otherwise.
Accordingly, references in any subscription materials to the shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by, the Managers and any of their affiliates acting as investors for
their own accounts. The Managers do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so. The distribution of this announcement and other
information may be restricted by law in certain jurisdictions. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
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