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PCI Biotech: Commencement of subscription period
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG OR SOUTH AFRICA, 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.
Oslo, Norway, 19 September 2018. As previously announced, PCI Biotech Holding ASA ("PCI Biotech" or the "Company") will conduct a rights issue of 12,000,000 new shares (the "Offer Shares") in the Company (the "Rights Issue") raising gross proceeds of NOK 360 million. The Financial Supervisory Authority of Norway has approved the prospectus dated 17 September 2018 prepared in connection with the Rights Issue (the "Prospectus").
Subject to applicable local securities laws, a letter including information on where the Prospectus is available as well certain other relevant information in connection to the Rights Issue and the shareholding is being sent by mail to all shareholders of the Company as of 14 September 2018, as registered in the Company's shareholder register in the VPS on 18 September 2018 (the Record Date). A copy of such letter is attached to this announcement. The Prospectus and the Subscription Form can be obtained electronically by downloading it from the website of the Managers, ABG Sundal Collier ASA (www.abgsc.no) and Arctic Securities AS (www.arctic.com). The Prospectus can also be obtained in hard copy by contacting PCI Biotech Holding ASA, Ullernchausséen 64, NO-0379 Oslo, Norway, ABG Sundal Collier ASA, Munkedamsveien 45E, NO-0115 Oslo, Norway or Arctic Securities AS, Haakon VII's gate 5, NO-0123 Oslo, Norway.
Registered holders of the Company’s shares (the "Existing Shareholders") as appearing in the VPS as at 18 September 2018 (the "Record Date") (evidencing, in accordance with normal T+2 settlement, the Company's shareholders as at the end of the date of the extraordinary general meeting on 14 September 2018) will be granted transferable subscription rights (the "Subscription Rights") giving a preferential right to subscribe for, and be allocated, the Offer Shares. Each Existing Shareholder will be granted approximately 0.48 Subscription Rights for each share in the Company registered as held by such Existing Shareholder as of the Record Date. The number of Subscription Rights issued to each Existing Shareholder will be rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Rights Issue. Over-subscription and subscription without Subscription Rights is permitted. The Subscription Rights will be listed for trading on Oslo Børs under the ticker symbol "PCIB T". For further information about the Subscription Rights, see section 15.8 in the Prospectus.
NOK 30.00 per Offer Share.
Trading in subscription rights
From and including 19 September 2018 until 01 October 2018 at 16:30 CET.
From and including 19 September 2018 until 03 October 2018 at 16:30 CET.
The Rights Issue Subscription Rights are expected to have an economical value. Note that Subscription Rights that are not used to subscribe for Offer Shares before the end of the subscription period or not sold before 01 October 2018 at 16:30 CET will lapse without compensations and consequently be of no value.
The Rights Issue is fully underwritten, subject to customary terms and conditions, by an underwriting syndicate. The underwriters will receive an underwriting fee equal to 3.5 per cent of their respective underwriting obligations. More information about the underwriting can be found in Section 15.19 of the Prospectus.
Holders of subscription rights (whether granted or acquired) must, in order to subscribe for Offer Shares, submit a correctly completed subscription form to the Managers, ABG Sundal Collier ASA or Arctic Securities AS, as outlined below and included in the Prospectus. Subscribers who are Norwegian residents with a Norwegian personal identification number may also subscribe for Offer Shares through the VPS online subscription system or by following the link on the following websites: www.abgsc.com or www.arctic.com, which will direct the subscriber to the VPS online system. For further information about the Subscription procedure, see section 15.9 in the Prospectus.
ABG Sundal Collier AS
P.O. Box 1444 Vika
NO-0115 Oslo, Norway
Arctic Securities AS
P.O. Box 1833 Vika
NO-0123 Oslo, Norway
Share capital increase:
The share capital increase pertaining to the Rights Issue is expected to be registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) on or about 9 October 2018.
Ronny Skuggedal, CFO, firstname.lastname@example.org, Mobile: +47 9400 5757
For more information visit: www.pcibiotech.com
Contact information: PCI Biotech Holding ASA, Ullernchausséen 64, Oslo, NO-0379 Norway
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisors are acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the Rights Issue, the contents of this announcement or any of the matters referred to herein.
The information in this announcement is for information purposes only and does not purport to be accurate or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
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 believes 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 its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
A prospectus approved by the competent authority in Norway has been published by the Company) and can be obtained on the Company's website, subject to regulatory restrictions. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus.
Neither this announcement nor any copy of it may be made or transmitted directly or indirectly into the United States, Australia, Canada, Japan, Hong Kong or South Africa or any other jurisdiction where to do so would be unlawful. The Rights Issue (if made) and the distribution of this announcement and other information in connection with the Rights Issue may be restricted by law in certain jurisdictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Persons into whose possession this announcement or other information should come are required to inform themselves about and observe any such restrictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
This announcement does not in itself constitute, and should not be construed as, an offer for sale or subscription of or solicitation or invitation of any offer to subscribe for or purchase any securities of the Company or its affiliates in any jurisdiction. The Rights Issue will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. No steps have been taken or will be taken relating to the Rights Issue in any jurisdiction outside of Norway in which such steps would be required.
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 any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.
This announcement 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 announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
Further information regarding restrictions applicable for the Rights Issue will be set out in the prospectus prepared for the Rights Issue.
About PCI Biotech
PCI Biotech is a biopharmaceutical company focusing on development and commercialisation of novel therapies for the treatment of cancer through its innovative photochemical internalisation (PCI) technology platform. PCI is applied to three distinct anticancer paradigms: fimaCHEM (enhancement of chemotherapeutics for localised treatment of cancer), fimaVACC (T-cell induction technology for therapeutic vaccination), and fimaNAc (nucleic acid therapeutics delivery).
Photochemical internalisation induces triggered endosomal release that is used to unlock the true potential of a wide array of therapeutic modalities. The Company's lead fimaCHEM programme consists of a clinical Phase I/II clinical study in bile duct cancer, an orphan indication with a high unmet need and without approved products. fimaVACC applies a unique mode of action to enhance the essential cytotoxic effect of therapeutic cancer vaccines, which works in synergy with several other state-of-the-art vaccination technologies. fimaNAc utilises the endosomal release to provide intracellular delivery of nucleic acids, such as mRNA and RNAi therapeutics, thereby addressing one of the major bottlenecks facing this emerging and promising field.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This announcement may contain forward-looking statements, which as such are not historical facts, but are based upon various assumptions, many of which are based, in turn, upon further assumptions. These assumptions are inherently subject to significant known and unknown risks, uncertainties and other important factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. PCI Biotech disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.