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Hansa Biopharma — Share Issue/Capital Change 2018
Nov 13, 2018
3057_rns_2018-11-13_3d2ab3d1-2750-4104-8e99-8e11e309b5e2.pdf
Share Issue/Capital Change
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November 13, 2018
NOT FOR DISTRIBUTION IN THE UNITED STATES, THE UNITED KINGDOM, CANADA, AUSTRALIA OR JAPAN.
Hansa Medical Announces Intention To Carry Out SEK 450 / \$50 Million Directed Share Issue
Lund, Sweden, November 13, 2018- Hansa Medical AB (publ) (Nasdaq Stockholm:HMED) ("Hansa Medical" or the "Company"), the leading biopharma company focusing on inhibition of immunoglobulin G (IgG)-mediated immunopathologies, today announced its intention to execute a directed share issue of ordinary shares of SEK 450 / \$50 million to institutional investors. In case of sufficient demand, the Company's largest shareholder Nexttobe AB ("Nexttobe") may also sell up to SEK 450 / \$50 million of its stake alongside and at the same price as the share issue.
Based on the authorization provided by Hansa Medical's Extraordinary General Meeting on October 29, 2018, the directed share issue is being conducted through an accelerated book building process (the "Bookbuild"), which will commence immediately following this announcement and may close at any time on short notice. A further announcement will be made following the completion of the Bookbuild and the pricing of the share issue. In conjunction with the share issue, the Company has engaged Cowen and Company, RBC Capital Markets and Skandinaviska Enskilda Banken as joint bookrunners, as well as Advokatfirman Vinge as legal adviser and Zonda Partners as adviser. White&Case will act as legal adviser to the banks in connection with the issue.
The proceeds will be used to accelerate preparation for commercialization of imlifidase in kidney transplantation and for continued development of the Company's existing pipeline. More specifically, the proceeds will enable the Company to:
- Fund Hansa Medical's ongoing commercial build-up, including expanding the salesforce, in preparation for the potential launch of imlifidase in kidney transplant;
- Fund the Company's ongoing R&D efforts, including development of imlifidase for additional indications such as antibody-mediated kidney transplant rejection (AMR), Guillain-Barré syndrome (GBS) and anti-GBM disease (GBM);
- Continue to invest in the Company's development of next generation IgG-eliminating enzymes for repeat dosing; and
- Fund working capital and general corporate purposes
The board of Hansa Medical believes that the disapplication of shareholders' pre-emption rights will allow the Company to secure the capital requirements for its operations in a timely manner, as well as potentially broadening the ownership structure of the Company with institutional investors.
Subject to customary exceptions, the Company has agreed to a lock-up until the period ending 180 days, while the management and board members of the Company have agreed to a lockup until the period ending 90 days after the share issue.
The Company has been informed by its largest shareholder, Nexttobe of its interest in selling part of its stake alongside the share issue. Should sufficient demand arise during the course of the bookbuild such a sale could be implemented and any such sale will be made at the same price as the issue price of the share issue. Should any such sale be carried out by Nexttobe, Nexttobe will be subject to a lock-up of 120 days after the share issue.
For further information, please contact:
Hansa Medical AB (publ) Emanuel Björne, Vice President Business Development and Investor Relations Mobile: +46 70 717 5477 E-mail: [email protected]
Max Sakajja, Vice President Corporate Strategy Mobile: +46 76 722 2062 E-mail: [email protected] www.hansamedical.com
This is information that Hansa Medical AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above at 17:50 CET on November 13, 2018.
About Hansa Medical
Hansa Medical (NASDAQ Stockholm: HMED) is a biopharmaceutical company developing novel immunomodulatory enzymes for organ transplantation and acute autoimmune diseases. The Company's lead product, imlifidase, is a proprietary antibody-degrading enzyme in late-stage clinical development for kidney transplant patients and has significant potential for further development in other solid organ transplantation and in acute autoimmune indications. Hansa also has a strong pipeline of preclinical projects that may provide a second wave of potential drugs. Under the project name NiceR, the Company is developing novel immunoglobulincleaving enzymes for repeat dosing in relapsing autoimmune diseases and oncology. Hansa Medical is based in Lund, Sweden.
IMPORTANT INFORMATION
This announcement is not being made in and copies of it may not be distributed or sent into the United States, the United Kingdom, Canada, Australia or Japan.
The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Hansa Medical AB does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
This communication does not constitute an offer of the Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (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"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.