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.
Notice of Extraordinary General Meeting
Oslo, Norway 24 August 2018 - The shareholders of PCI Biotech Holding ASA are
invited to attend an Extraordinary General Meeting at Oslo Cancer Cluster
Innovation Park.
Time: Friday September 14, 10am CEST (local time).
Venue: Jónas Einarsson Auditorium (2nd floor, entrance 2B), Oslo Cancer Cluster
Innovation Park, Ullernchausséen 64, Oslo, Norway.
Reference is made to the stock exchange release disclosed by PCI Biotech Holding
ASA today regarding a proposed rights issue. Please find attached Notice of the
Extraordinary General Meeting including attendance, proxy and advance voting
forms.
The notice including attendance, proxy and advance voting forms will be mailed
to all shareholders with known address. The complete notice is available at PCI
Biotech's corporate website www.pcibiotech.com (http://www.pcibiotech.com).
For further information, please contact:
Ronny Skuggedal, CFO E-mail: rs@pcibiotech.no
Office: +47 67 11 54 00 Mobile: +47 94 00 57 57
This information is subject to the disclosure requirements pursuant to section
5 -12 of the Norwegian Securities Trading Act.
Important Notice
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 is expected to be
published by the Company before the Rights Issue commences (if and when made)
and, if and when published, 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.
Restrictions
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 (if and when made) 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.
Attachment
* PCI Biotech Holding ASA - Notice of EGM September 2018 (https://prlibrary-
eu.nasdaq.com/Resource/Download/4453bd00-5666-4d85-af27-d4945726b31f)