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VISTIN PHARMA ASA - SUCCESSFULLY COMPLETED PRIVATE PLACEMENT
Oslo, Norway, 22 March 2018
Reference is made to the stock exchange announcement release by Vistin Pharma ASA ("Vistin Pharma" or the "Company") earlier today regarding the contemplated private placement of new shares in the Company.
The Board of Directors of Vistin Pharma is pleased to announce that the private placement has been successfully completed, raising NOK 300 million in gross proceeds through the allocation of 26,785,715 new shares (the "Offer Shares") at a price of NOK 11.20 per share (the "Private Placement"). The Private Placement took place through an accelerated bookbuilding process after close of market on 22 March 2018. The Private Placement attracted strong interest from both existing shareholders as well as new high quality investors. DNB Markets, a part of DNB Bank ASA acted as manager for the Private Placement.
On 16 March 2018, the Company announced that it had hired Torbjørn Kjus and Kenneth Tveter to establish a new business area within energy trading. The net proceeds from the Private Placement will be used to fund the establishment of the energy trading business and trading activities within this area.
Completion of the Private Placement is subject to (i) the adoption of the relevant corporate resolutions of the Company required to implement the issue the Offer Shares, including the annual general meeting's resolution to issue the Offer Shares, approve the subsequent repair offering and the proposed amendment of the articles of association to include the new energy trading business, (ii) the registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Register of Business Enterprises and (iii) the Norwegian Financial Supervisory Authority ("NFSA") approving a combined prospectus for the listing of the Offer Shares and the subsequent repair offering (the "Prospectus").
Notification of conditional allotment will be sent to the applicants by the Manager today. Payment date for the Private Placement is expected to be on or about 11 May 2018 and the Offer Shares are expected to be delivered to the applicant's VPS account on or about 15 May 2018 and tradeable on the Oslo Stock Exchange from that date, subject to approval of the Prospectus by the NFSA.
Following registration of the share capital increase pertaining to the Private Placement, the Company will have a share capital of NOK 43,840,650, divided into 43,840,650 shares, each with a nominal value of NOK 1.00.
Completion of the Private Placement implies a deviation from the existing shareholders pre-emptive rights to subscribe for and be allocated new shares. The Board of Directors has carefully considered such deviation and has resolved that the Private Placement is in the best interests of the Company and its shareholders. In reaching this conclusion the Board of Directors has inter alia considered the limited discount to previous trading prices, the dilutive effect of the share issue, the investor interest in the transaction, the strengthening of the shareholder base that will be achieved by the Private Placement, the liquidity in the shares, transaction costs, transaction efficiency and completion risks.
The Board of Directors intends for the Company to carry out a subsequent repair offering of up to 4,464,286 new shares in which shareholders in the Company as of 22 March 2018, as registered in the VPS on 26 March 2018, who were not allocated Offer Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive subscription rights. The subscription rights will not be listed and over-subscription and subscription without subscription rights will be allowed in the subsequent repair offering. The subscription price in the repair offering will be the same as in the Private Placement, i.e. NOK 11.20 per share.
Companies associated with Øystein Stray Spetalen have been allocated 4,732,142 Offer Shares at the subscription price of NOK 11.20 per share. After completion of the Private Placement, Øystein Stray Spetalen and close associates will own 7,727,948 shares. Øystein Stray Spetalen has entered into a lock-up agreement with the Manager for his and his associated companies' shareholdings (including new shares allocated in the Private Placement) in the Company for a period of 12 months following completion of the Private Placement. Ferncliff Management, controlled by Øystein Stray Spetalen will receive NOK 2.25 million as a coordination fee in connection with the Private Placement.
The Company has undertaken a lock-up to not issue additional shares in 2018 following the Private Placement and the subsequent repair issue.
In connection with the Private Placement, Torbjørn Kjus and Kenneth Tveter will be awarded 1,147,254 new share options. After the Private Placement, Torbjørn Kjus and Kenneth Tveter will have 2,170,549 and 1,829,451 options at a strike price of NOK 11.20, respectively. The options program is subject to approval on the annual general meeting expected to be held on or about 9 May 2018.
Since the Private Placement was successfully completed, the Board of Directors will not propose a dividend to be paid as announced in the Q4 2017 interim report published on 27 February 2018.
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