NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
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 7,000,000 new shares in the Company (the "Rights Issue").
The subscription period for the Rights Issue expired at 16:30 CET on 3 February 2015.
At the expiry of the subscription period the Company had received subscriptions for a total of 8,582,077 new shares. In total 7,000,000 new shares were offered, thus the Rights Issue was oversubscribed with 22.6% per cent.
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 19 January 2015. A total of 7,000,000 new shares have been allocated. Approximately 6.56 million new shares have been allocated to subscribers on the basis of exercised subscription rights. Approximately 0.44 million new shares have been allocated to holders of subscription rights as a result of oversubscription. No allocation has been made to subscribers without subscription rights.
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 10 February 2015 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 13 February 2015 and that the new shares will be admitted to trading on the Oslo Axess on the same day.
Through the Rights Issue, PCI Biotech will receive gross proceeds in the amount of NOK 70 million. The Company's extraordinary general meeting held on 6 January 2015, resolved to increase the share capital of the company with NOK 21,000,000 through the issue of 7,000,000 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 44,179,170 divided by 14,726,390 shares, each with a nominal value of NOK 3.00 and represents one voting right per share.
DNB Markets and Fondsfinans are acting as Joint Bookrunners in connection with the Rights Issue. Advokatfirmaet Selmer DA is acting as the Company's legal advisor in connection with the Rights Issue.
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 securities 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.