PCI Biotech: Commencement of subscription period
Oslo, December 14, 2016 - As previously announced, PCI Biotech Holding ASA ("PCI
Biotech" or the "Company") will conduct a rights issue of 10,000,000 new shares
(the "Offer Shares") in the Company (the "Rights Issue") raising gross proceeds
of NOK 70 million. The Financial Supervisory Authority of Norway has approved
the prospectus dated 13 December 2016 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, as well as the Subscription
Form, is being sent by mail to all shareholders registered in the VPS as of the
expiry of 12 December 2016. A copy of such letter is attached to this
announcement. The Prospectus and the Subscription Form can also be obtained
electronically by downloading it from www.pcibiotech.no/share-info/ or
www.beringerfinance.com/deals/#filter=.ongoing
Eligibility:
Shareholders registered in the Company's shareholder register with the Norwegian
Central Securities Depository (VPS) as of the expiry of 12 December 2016 (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 8 December 2016, the "Existing Shareholders") will be granted
transferable subscription rights (the "Subscription Rights") that, subject to
applicable law, provide preferential rights to subscribe for and be allocated
Offer Shares in the Rights Issue. Each Existing Shareholder will receive 0.6711
subscription rights for every share held as at 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 1
new share in the Rights Issue. Over-subscription by holders of subscription
rights and subscription for shares without subscription rights will be
permitted.
Subscription price
NOK 7.00 per Offer Share.
Subscription period
From and including 14 December 2016 until 05 January 2017 at 16:30 CET
Trading in subscription rights
From and including 14 December 2016 until 05 January 2017 at 16:30 CET
Note that subscription rights that are not used to subscribe for new shares
before the end of the subscription period or not sold before 05 January 2017 at
16:30 CET will lapse without compensations and consequently be of no value.
Underwriting:
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 2.0 per cent of their respective underwriting
obligations. More information about the underwriting can be found in Section
5.18 of the Prospectus.
Subscription procedure
Holders of subscription rights (whether granted or acquired) must, in order to
subscribe for new shares, submit a correctly completed subscription form to the
book-runners, Fondsfinans AS, as outlined below and included in the Prospectus.
Subscribers who are Norwegian residents with a Norwegian personal identification
number may also subscribe for shares through the VPS online subscription system
or by following the link on www.beringerfinance.com/deals/#filter=.ongoing,
which will direct the subscriber to the VPS online system.
Fondsfinans AS
Haakon VII's gate 2
P:O. Box 1782 Vika
NO-0122 Oslo
Norway
E-mail: oppgjor@fondsfinans.no
Fax: +47 23 11 30 03
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 20 January 2017.
Contact information:
PCI Biotech Holding ASA, Ullernchausséen 64, N-0379 Oslo
Ronny Skuggedal, CFO, rs@pcibiotech.no, Mobile: +47 9400 5757
Important Notice
The contents of this announcement have been prepared by, and are the sole
responsibility of, the Company. The Company's financial advisor is 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
its clients, or for advice in relation to the Rights Issue, the contents of
this announcement or any of the matters referred to herein. The Rights Issue
and the distribution of this announcement and other information in connection
with the Rights Issue may be restricted by law in certain jurisdictions. The
Company assumes no responsibility in the event there is a violation by any
person of such restrictions. 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 Rights Issue will not be made in any jurisdiction or in any circumstances in
which such offer or solicitation would be unlawful. This announcement is not for
distribution, directly or indirectly in or into any jurisdiction in which it is
unlawful to make any such offer or solicitation to such person or where prior
registration or approval is required for that purpose. 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. 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.
This publication is not an offer for sale of or the solicitation of an offer to
purchase securities in the United States. The Offer Shares and the Subscription
Rights have not been registered under the U.S. Securities Act of 1933, as
amended, or any state securities laws, and may not be offered or sold within the
United States.
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 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 siRNA therapeutics, thereby addressing one of the major
bottlenecks facing this emerging and promising field.
For more information visit www.pcibiotech.com