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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, 04 October 2018. Reference is made to the previous announcements
by PCI Biotech Holding ASA ("PCI Biotech" or the "Company") in respect of the
fully underwritten rights issue of 12,000,000 new shares ("Offer Shares") in the
Company (the "Rights Issue"). The subscription period in the Rights Issue
expired at 16:30 CET, 03 October 2018.
At the expiry of the subscription period the Company had received subscriptions
for a total of 10,424,108 new shares. In total 12,000,000 new shares were
offered, thus the Rights Issue was subscribed with approximately 87 per cent of
the shares offered. Approximately 77 per cent of the new shares on offer
(approximately 9.2 million shares) were subscribed through the exercise of
subscription rights. Approximately 10% per cent of the new shares on offer
(approximately 1.2 million shares) were subscribed for through oversubscription
and subscription without shares.
In a board meeting today, the Board of Directors of PCI Biotech approved the
final allocation of the shares offered in the Rights Issue based on the
allocation criteria set out in the prospectus dated 17 September 2018. A total
of 12,000,000 new shares have been allocated. Approximately 9.2 million new
shares have been allocated to subscribers on the basis of exercised subscription
rights. Approximately 0.9 million new shares have been allocated to holders of
subscription rights as a result of oversubscription. Approximately 0.3 million
new shares have been allocated to subscribers without subscription rights.
Approximately 1.6 million new shares have been allocated to the underwriters in
accordance with the underwriting commitments of the respective underwriters to
the extent the underwriters have not fulfilled such commitments by subscribing
for offer shares in the subscription period.
Notifications of allocated new shares and the corresponding subscription amount
to be paid by each subscriber are expected to be distributed today. Payment for
the allocated shares falls due on 08 October 2018 in accordance with the payment
procedures described in the prospectus.
The new shares may not be transferred or traded before they have been fully paid
and the share capital increase pertaining to the Rights Issue has been
registered with the Norwegian register of Business Enterprises. It is expected
that the share capital increase will be registered in the Norwegian Register of
Business Enterprises on or about 09 October 2018 and that the new shares will be
admitted to trading on the Oslo Stock Exchange on or about 10 October 2018.
Timeline
Allocation of new shares and distribution of allocation letters 04 October 2018
Payment for new shares 08 October 2018
Capital increase registered on or about 09 October 2018
Listing of new shares on or about 10 October 2018
Through the Rights Issue, PCI Biotech will receive gross proceeds in the amount
of NOK 360 million. The Company's extraordinary general meeting held on 14
September 2018, resolved to increase the share capital of the company with NOK
36,000,000 through the issue of 12,000,000 new shares as a result of the rights
issue. Following registration of the share capital increase pertaining to the
Rights Issue in the Norwegian Register of Business Enterprises, the Company's
share capital will be NOK 110,984,670 divided by 36,994,890 shares, each with a
nominal value of NOK 3.00.
"We are pleased with the continued support of our shareholders and the interest
from external investors in the Rights Issue. The capital increase of NOK 360
million enables us to perform the fimaChem pivotal study, as well as further
develop our pipeline and PCI Biotech as a company", says Per Walday, CEO, PCI
Biotech.
Contact information:
Ronny Skuggedal, CFO, rs@pcibiotech.no, Mobile: +47 9400 5757
For more information visit: www.pcibiotech.com
Contact information: PCI Biotech Holding ASA, Ullernchausséen 64, Oslo, NO-0379
Norway
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 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.
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 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.
Forward-looking statements
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.