Bavarian Nordic today publishes a prospectus in connection with a rights issue of up to 3,975,872 new shares with a nominal value of DKK 10 each at DKK 80 per share (the “Offering”)
Kvistgaard, Denmark, January 8, 2010 - Bavarian Nordic A/S (OMX: BAVA) (the
“Company”) today publishes a prospectus in connection with an offering of new
shares with preemptive rights for the Company's existing shareholders to
subscribe for new shares in the ratio 1:2 at DKK 80 per share of DKK 10.
The subscription ratio is 1:2 which means that shareholders will be allocated
one (1) preemptive right for each existing share held and that two (2)
preemptive rights entitle shareholders to one (1) new share against payment of
the offer price.
Reference is made to the prospectus in its entirety for a description of the
Company and the Offering.
Reasons for the Offering and use of proceeds
The proceeds from the Offering will be used to fulfil the Group’s strategy
within biodefence and cancer, by maintaining momentum in the production of
IMVAMUNE®, gaining strategic flexibility in the clinical development of
PROSTVAC™ as well as for new initiatives within the two business areas.
Following the Offering the Group will seek to consolidate its operating
activities within the biodefence business area as well as expanding the cancer
activities. Further, the Group seeks to ensure that it has an appropriate
capital base in order to strengthen its future operational flexibility.
Accordingly, the Group expects to be able to maintain momentum in the
development, production and delivery of IMVAMUNE® and continue the Phase III
preparations of PROSTVAC™.
The gross proceeds from the Offering are expected to amount to approximately DKK
318.1 million if the Offering is fully subscribed.
The Offering
The Offering comprises up to 3,975,872 new shares with a nominal value of DKK
10 each with preemptive rights to the existing shareholders.
The Board of Directors of the Company has on 8 January 2010 resolved to utilise
part of the authorisation in the articles of association to increase the
Company’s share capital by nominally DKK 39,758,720, equal to 3,975,872 shares
of DKK 10.
Offer price
The new shares are offered at DKK 80 per share of DKK 10, free of brokerage.
Preemptive rights
Preemptive rights will be allocated to shareholders who are registered with VP
Securities A/S on Friday 15 January 2010 at 12.30 p.m. CET, as shareholders of
Bavarian Nordic A/S. Registered shareholders will be allocated one (1)
preemptive right for each existing share with a nominal value of DKK 10 each
held in the Company. Shares traded after Tuesday, 12 January 2010, will be
traded ex preemptive rights and, accordingly, will not entitle the holder to
subscribe for new shares at the offer price.
Subscription ratio
Two (2) preemptive rights will entitle the holder to subscribe for one (1) new
share against payment of the offer price.
Subscription period
The subscription period for the new shares commences on Saturday, 16 January
2010 at 9.00 am CET, and closes on Friday, 29 January 2010 at 5.00 pm CET.
Preemptive rights that are not exercised during the subscription period will
lapse with no value, and the holder of such preemptive rights will not be
entitled to compensation.
Listing and trading of the new shares
The new shares will be registered under a temporary ISIN code (DK0060205185).
The new shares will not be traded and officially listed on NASDAQ OMX Copenhagen
A/S under the temporary ISIN code. The new shares are expected to be admitted to
trading and official listing under the ISIN code of the existing shares on 4
February 2010.
Trading in preemptive rights
The preemptive rights for the new shares may be traded on NASDAQ OMX Copenhagen
A/S from Wednesday, 13 January 2010 at 9.00 am CET, until Tuesday 26 January
2010 at 5.00 pm CET.
The preemptive rights will be admitted to trading and official listing on NASDAQ
OMX Copenhagen A/S under ISIN code DK0060205268.
Expected timetable of principal events
Last day of trading in existing shares
including preemptive rights: 12 January 2010.
First day of trading in existing shares
excluding preemptive rights: 13 January 2010.
Trading period for preemptive rights 13 January 2010 at 9.00 a.m. CET.
commences:
Allocation time of preemptive rights: 15 January 2010 at 12.30 p.m. CET.
Subscription period for new shares 16 January 2010 at 9.00 a.m. CET.
commences:
End date of trading period of the
preemptive rights: 26 January 2010 at 5.00 p.m. CET.
Subscription period for new shares 29 January 2010 at 5.00 p.m. CET.
closes:
Announcement of the results of the Not later than two business days after
Offering: the end of the subscription period
(expected to be on 2 February 2010)
Completion of the Offering: The Offering will only be completed
when and if the new shares subscribed
are issued by Bavarian Nordic A/S
after registration of the capital
increase with the Danish Commerce and
Companies Agency, which is expected to
take place on 2 February 2010.
Admission of the new shares to trading
and official listing under the ISIN
code
of the existing shares: 4 February 2010
Underwriting
The Offering is not underwritten.
Joint Lead Managers
Nordea Markets (division of Nordea Bank Danmark A/S) and SEB Enskilda,
Skandinaviska Enskilda Banken AB (publ) (Copenhagen Branch) are Joint Lead
Managers for the Offering.
Prospectus
Following publication the prospectus containing detailed information on Bavarian
Nordic and the Offering will be available for inspection at Bavarian Nordic A/S'
office, Hejreskovvej 10A, DK-3490 Kvistgaard, Denmark. The prospectus is
furthermore available on the website - except to persons subject to legislation
prohibiting this - at www.bavarian-nordic.com, and will be available from:
Nordea Bank Danmark A/S SEB Enskilda, Copenhagen Branch
Securities Operations/HH7324 Silkegade 8
P. O. Box 850 DK-1113 Copenhagen K
DK-0900 København C Tlf.: +45 36 97 74 00
Tlf.: +45 33 33 50 92 E-mail: prospekt@enskilda.dk
E-mail: prospekt.ca@nordea.com
Asger Aamund
Chairman of the Board
Contact
Anders Hedegaard, President & CEO. Phone +45 23 20 30 64
Not for release, publication or distribution, directly or indirectly in or into
Australia, Canada, Japan or the United States
This announcement does not constitute or form part of an offer to sell or the
solicitation of an offer to buy the securities of Bavarian Nordic A/S (the
“Securities”) in Australia, Canada, Japan or the United States or in any other
jurisdiction. The Securities may not be offered or sold in the United States
absent registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended. The issuer of the Securities has not registered, and
does not intend to register, any portion of the Offering in the United States or
in any jurisdiction outside Denmark and the United Kingdom, and does not intend
to conduct a public offering of the Securities in the United States or in any
jurisdiction outside Denmark and the United Kingdom. Copies of this announcement
are not being made and may not be distributed or sent into Australia, Canada,
Japan or the United States.
[HUG#1371486]
