BerGenBio ASA - Commencement of the first exercise period for warrants issued in connection with rights issue
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PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE ANNOUNCEMENT.
Bergen, 15 November 2023 - Reference is made to the stock exchange announcement from BerGenBio ASA (the "Company") dated 14 June 2023 regarding the final results of the rights issue of 2,500,000,000 new shares in the Company (the "Offer Shares"), raising gross proceeds of NOK 250 million (the "Rights Issue"), and the allocation and issuance to subscribers in the Rights Issue of one warrant for every two Offer Shares allocated to them and paid by them in the Rights Issue (the "Warrants").
As announced on 14 June 2023, the Company has issued 1,249,999,617 Warrants. The Warrants are listed and tradable on the Oslo Stock Exchange from 23 June 2023 to 16:30 hours (CEST) on 8 April 2024 under the ticker code "BGBIS". Each Warrant gives the holder a right to subscribe for one new share in the Company at an exercise price per share as described below during two exercise periods (such new shares jointly the "New Shares").
The first exercise period for the Warrants will commence today, on 15 November 2023.
Carnegie AS and Arctic Securities AS are acting as managers in connection with exercise of Warrants (jointly the "Managers").
The Warrants may be exercised during the following two exercise periods: (i) from 15 November 2023 to 28 November 2023 at 16:30 hours (CET), or (ii) from 1 April 2024 to 15 April 2024 at 16:30 hours (CEST). Any Warrants to be exercised in the first exercise period will have to be registered on the VPS account of the subscriber on 28 November 2023. Provided that a purchase of Warrants is made with ordinary T+2 settlement, Warrants purchased up to and including 24 November 2023 may be exercised in the first exercise period, whereas Warrants purchased from and including 25 November 2023, may not be exercised in the first exercise period.
Warrants that are not exercised before the expiry of the second exercise period on 15 April 2024 at 16:30 (CEST) or not sold before 16:30 (CEST) on 8 April 2024 will have no value and will lapse without compensation to the holder.
Holders of Warrants who do not exercise their Warrants to subscribe for New Shares will experience a dilution of their shareholding in the Company. See Section 6.29 "Dilution" in the Company's prospectus dated 26 May 2023 (the "Prospectus") for a further description of such dilutive effect.
The Prospectus is, subject to applicable local securities laws, available at the websites of the Company (www.bergenbio.com/investors), Carnegie AS (www.carnegie.no/ongoing-prospectuses-and-offerings/) and Arctic Securities AS (www.arctic.com/secno/en/offerings).
Number of New Shares and exercise price per New Share
Each Warrant gives the holder a right to subscribe for one New Share at an exercise price per share equal to the volume-weighted average price (VWAP) of the Company's shares on the Oslo Stock Exchange in the three last trading days prior to the first date on which the holder can exercise the Warrant in each exercise period less 30%, but in any event (i) not lower than the nominal value (NOK 0.10) and (ii) not exceeding the subscription price in the Rights Issue plus 30% (i.e. NOK 0.13).
Based on the criteria above, the exercise price per New Share in the first exercise period (15 November 2023 to 28 November 2023) is NOK 0.13.
Warrants are exercised through the submission of a duly completed exercise form for the Warrants (the "Exercise Form") to one of the Managers at the address or email address set out in the Prospectus and the Exercise Form, or electronically through the VPS online subscription system, during one of the exercise periods for the Warrants. The Exercise Form can be found at the websites of the Company (www.bergenbio.com/investors ), Carnegie AS (www.carnegie.no/ongoing-prospectuses-and-offerings/)and Arctic Securities AS (www.arctic.com/secno/en/offerings). By completing and submitting an Exercise Form, the holder of the relevant Warrants irrevocably undertakes to acquire a number New Shares equal to the number of Warrants exercised at the relevant exercise price.
The primary insiders of the Company holding Warrants have indicated that they will exercise all of their respective Warrants in the first exercise period.
Payment for and delivery of New Shares
Notifications of allocated New Shares and the corresponding aggregate exercise price to be paid by each subscriber are expected to be distributed in a letter from the VPS after the end of the first exercise period, on or about 30 November 2023. Payment for the New Shares allocated to the subscriber after the end of the First Exercise Period falls due on 5 December 2023 in accordance with the payment procedures described in the Exercise Form.
Subject to timely payment of the exercise price for the New Shares on 5 December 2023, the Company expects that the share capital increase pertaining to the exercise of Warrants will be registered with the Norwegian Register of Business Enterprises on or about 6 December 2023 and that the New Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 7 December 2023.
The New Shares may not be transferred or traded before they are fully paid and the share capital increase pertaining to the exercise of Warrants has been registered with the Norwegian Register of Business Enterprises.
A subscriber's default in timely payment of the exercise price for the New Shares subscribed by such subscriber will result in that the New Shares subscribed will not be issued and the Warrants exercised will be forfeited and will not give a right to subscribe New Shares.
If Warrants are registered through a financial intermediary, the financial intermediary will customarily give the holder details of the aggregate number of Warrants which it is entitled to exercise. The relevant financial intermediary will customarily supply each holder with this information in accordance with its usual customer relations procedures. Holders of Warrants through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Warrants.
Listing and commencement of trading in the New Shares
The New Shares issued upon exercise of Warrants will be listed on the Oslo Stock Exchange under ISIN NO 001 0650013 and ticker code "BGBIO". The New Shares will be listed as soon as the New Shares are fully paid, the share capital increase pertaining to the New Shares has been registered in the Norwegian Register of Business Enterprises, the New Shares have been issued in the VPS, and the Company has published a prospectus in relation to the listing of the New Shares approved by the Norwegian Financial Supervisory Authority (the "NFSA") (the "Listing Prospectus").
The New Shares will, if required, be placed on a separate ISIN pending publication of the Listing Prospectus until they are listed. The Listing Prospectus will be published on the Company's web site once it has been approved by the NFSA, which is expected to be on or about 7 December 2023.
The New Shares are expected to be tradable on the Oslo Stock Exchange from the time the Company has published the Listing Prospectus approved by the NFSA.
For further information, please contact:
Martin Olin CEO, BerGenBio ASA
Rune Skeie, CFO, BerGenBio ASA
For information about the Warrants please contact one of the Managers:
Arctic Securities AS, tel.: + 47 21 01 30 40
Carnegie AS, tel.: +47 22 00 93 40
About BerGenBio ASA
BerGenBio is a clinical-stage biopharmaceutical company focused on developing transformative drugs targeting AXL as a potential cornerstone of therapy for aggressive diseases, including cancer and severe respiratory infections. The Company is focused on its proprietary lead candidate, bemcentinib, a potentially first-in-class selective AXL inhibitor in development for STK11 mutated NSCLC and severe respiratory infections.
BerGenBio is based in Bergen, Norway with a subsidiary in Oxford, UK. The company is listed on the Oslo Stock Exchange (ticker: BGBIO). For more information, visit www.bergenbio.com
- IMPORTANT INFORMATION –
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company 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 "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Norway, which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer.
In the United Kingdom, this announcement is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This announcement are directed only at Relevant Persons and 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 communication must satisfy themselves that it is lawful to do so.
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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 release 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.
This announcement is made by and, and is the responsibility of, the Company. The Managers 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 contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. Any offering of the securities referred to in this announcement will be made by means of a prospectus.
This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus dated 26 May 2023 and stock exchange announcements published in connection with the Rights Issue and the Warrants. Copies of the Prospectus is available from the Company's registered office and, subject to certain exceptions, on the websites of the Company (www.bergenbio.com), (Carnegie www.carnegie.no/ongoing-prospectuses-and-offerings) and Arctic Securities AS (www.arctic.com/secno/en/offerings).
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This information is published in accordance with the requirements of the Continuing Obligations.