BIONOR PHARMA ASA
STOCK EXCHANGE ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Private Placement of NOK 52.5 million - Bionor Pharma raises a total of NOK 105 million in new equity
(Oslo, Norway, 18 August 2016) Bionor Pharma ASA ("Bionor" or the "Company", ticker "BIONOR") is pleased to announce that the Company has conducted a private placement of new shares raising NOK 52.5 million in gross proceeds through the issuance of 525,000,000 new shares at a subscription price of NOK 0.10 per share (the "Private Placement"). Further, the Board of Directors of the Company has resolved to propose that the Company carries out a rights offering raising additional NOK 52.5 million in gross proceeds through the issuance of 525,000,000 new shares at a subscription price of NOK 0.10 where the shareholders in the Company as per the end of the date of the extraordinary general meeting (expected to be on or about 9 September 2016) shall have preferential rights to subscribe for the new shares (the "Rights Offering"). The Rights Offering is fully underwritten by the investors subscribing for shares in the Private Placement. The Private Placement and the Rights Offering are governed by an agreement entered into between Bionor and the investors and are conditional upon approval by the extraordinary general meeting of Bionor.
"On behalf of the company and the Board of Directors, I am very pleased to confirm that we have succeeded in raising more than NOK 100 million from high quality investors at a decisive moment in the company's history. The Management, Board of Directors and its advisors have looked at various options to strengthen the company`s financial situation, and are confident that the proposed solution which is supported by the company`s main shareholder is in the best interest of Bionor and its shareholders. The completion of the private placement and rights offering will create a solid financial environment for Bionor's continued clinical activities after a long period with uncertainty," says Per S. Thoresen, Chairman of the Board of Directors of Bionor.
"As the main shareholder in Bionor since 2010, I am very satisfied that the company now has been able to attract more than NOK 100 million in guaranteed capital from well renowned investors. Vacc-4x is a strong clinical asset, and following the private placement, the company has the funds to advance to the next level, to the benefit of both people living with HIV and Bionor`s shareholders. I am especially pleased, that all existing shareholders are given preemptive rights to participate in a rights offering on the same terms as the lead investors in the private placement, which has my full support," says Lars H. Høie, large shareholder and member of the Board of Directors. ."
"On behalf of the investors we are excited about this opportunity. A new board will be elected at the upcoming extraordinary general meeting, which will include Per S. Thoresen, and such board will evaluate the Company's strategy including the promising HIV research/technology platform," says Einar J. Greve .
The investors subscribing for the new shares in the Private Placement, and underwriting the Rights Issue are Ferncliff Listed DAI AS (NOK 64 million in total commitment of the NOK 105 million), Datum AS (NOK 26 million in total commitment of the NOK 105 million), Cipriano AS (NOK 10 million in total commitment of the NOK 105 million), and Middelborg AS (NOK 5 million in total commitment of the NOK 105 million). The investors are entitled to nominate other investors to subscribe for the new shares in the Private Placement. None of the investors are shareholders in Bionor as of today.
The Board of Directors has together with the management and advisors considered various transaction alternatives to secure new financing. Based on an overall assessment, taking into account inter alia the urgent need for funding, execution risk and possible alternatives, the Board of Directors has on basis of careful considerations decided that the Private Placement where the current shareholders preferential rights are deviated from combined with the Rights Offering is the alternative that best protects the Company's and the shareholders' joint interests.
The Company's main shareholder and board member, Lars Høie, has committed to vote in favor of inter alia the approval of the Share Capital Reduction, the Private Placement and the Rights Offering, and not to sell his shares prior to the extraordinary general meeting.
SpareBank 1 Markets is acting as sole manager for the Private Placement and Rights Offering.
The Company expects that total fees payable to advisers in connection with the Private Placement and Rights Offering will be in the range of 8% of the proceeds in the contemplated transactions, of which approximately NOK 5 million is cost that the Company has agreed to cover on behalf of investors.
A separate notice convening for the extraordinary general meeting to be held in connection with the proposed transactions will be sent out as soon as possible, and this will also include proposal for changing the board of directors and the nomination committee, and the purpose clause of the Articles of Association of the Company. Lars Høie has also committed to vote in favour of such proposed changes.
Important information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.