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Lysaker, 20 January 2015 - As previously announced, PCI Biotech Holding ASA ("PCI Biotech" or the "Company") will conduct a rights issue of 7,000,000 new shares (the "Offer Shares") in the Company (the "Rights Issue") raising gross proceeds of NOK 70 million.
DNB Markets and Fondsfinans are acting as Joint Bookrunners in connection with the Rights Issue.
The Financial Supervisory Authority of Norway has approved the prospectus dated 19 January 2015 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 will be sent by mail to all shareholders registered in the VPS as of the expiry of 8 January 2015. The Prospectus will also be available at the following websites: www.pcibiotech.no; www.dnb.no/emisjoner and www.fondsfinans.no/no/tag/ongoing/ or by request from one of the Joint Bookrunners.
Eligibility:
Shareholders registered in the Company's shareholder register with the Norwegian Central Securities Depository (VPS) as of the expiry of 8 January 2015 (the "Record Date") ("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 0.906 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 10 per Offer Share.
Subscription period
From and including 20 January 2015 until 3 February 2015 at 16:30 CET
Trading in subscription rights
From and including 20 January 2015 until 3 February 2015 at 16:30 CET
The subscription rights are expected to have commercial value. The subscription rights that are not used to subscribe for new shares or not sold before 3 February 2015 at 16:30 CET, will lapse without compensations to the holder and consequently be of no value.
Underwriting:
The Rights Issue is fully underwritten by an underwriting syndicate established by the Joint Bookrunners. The underwriters will receive an underwriting fee equal to 3.0 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 one of the subscription offices 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.pcibiotech.no, www.dnb.no/emisjoner or www.fondsfinans.no/no/tag/ongoing/, which will direct the subscriber to the VPS online system.
| DNB Markets | Fondsfinans AS | |
| Registrars Department | Haakon VII's gate 2 | |
| P.O. Box 1600 Sentrum | P.O. Box 1782 Vika | |
| NO-0021 Oslo | NO-0122 Oslo | |
| Norway | Norway | |
| Email: retail@dnb.no www.dnb.no/emisjoner | 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 13 February 2015.
Contact information:
PCI Biotech Holding ASA, Strandveien 55, N-1366 Lysaker
Per Walday, CEO, pw@pcibiotech.no, Mobile: +47 917 93 429
Ronny Skuggedal, CFO, rs@pcibiotech.no, Mobile: +47 940 05 757
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 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. This announcement may not be used for, or in connection with, and does not constitute, any offer of ecurities for sale in the United States or in any other jurisdiction.
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 announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares to be sold in the Rights Issue have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the prospectus made available by the Company only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.