NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN.
Oslo, 22 January 2025
Reference is made to the stock exchange announcement by Oncoinvent ASA
("Oncoinvent" or the "Company") earlier today on 22 January 2025 regarding the
board of directors resolution to carry out a subsequent offering of up to
5,500,000 new shares in the Company (the "Subsequent Offering"), at a
subscription price of NOK 2 ("Subscription Price"), raising gross proceeds of
maximum NOK 11,000,000.
The Subsequent Offering will, subject to applicable securities laws, be directed
towards shareholders of the Company as of 27 November 2024, as registered as
such in the Company's shareholders register in Euronext Securities Oslo, the
Norwegian Central Securities Depository (the "ESO") on 29 November 2024 (the
"Record Date") who at such date held 16,000 or fewer shares, and (i) were not
allocated shares in the Private Placement, and (ii) are not resident in a
jurisdiction where such offering would be unlawful, or would require any
approval, filing, registration or similar action of a registration document or
prospectus (such eligible shareholders jointly the "Eligible Shareholders").
The subscription period in the Subsequent Offering will commence on 23 January
2025 at 09:00 hours (CET) and expire on 6 February 2025 at 12:30 hours (CET).
In accordance with the continuing obligations of companies listed on Euronext
Growth Oslo, the following key information is given with respect to the
Subsequent Offering:
Date on which the terms and conditions of the repair issue were announced: 22
January 2025
Last day including right: 27 November 2024
Ex-date: 28 November 2024
Record date: 29 November 2024
Date of approval: 22 January 2025
Maximum number of new shares: 5,500,000 new shares
Subscription price: NOK 2
Other information (optional): Each Eligible Shareholder will be granted 4.10340
subscription rights for each share registered as held by such Eligible
Shareholder as of the Record Date. The number of subscription rights granted to
each Eligible Shareholder will be rounded down to the nearest whole subscription
right. Over-subscription and subscription without subscription rights will be
permitted. ISIN for the subscription rights: NO 0013464826. The Company, in
consultation with the Managers (as defined below), reserves the right to cancel
the Subsequent Offering at any time at its sole discretion.
Advisors:
Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as managers in
the Subsequent Offering (the "Managers").
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
This information is published in accordance with the requirements of the
Continuing Obligations for companies listed at Euronext Growth Oslo.
About Oncoinvent
Oncoinvent ASA is a clinical stage, radiopharmaceutical company developing
innovative treatments for solid cancers. The technology platform is focused on
the use of alpha-emitting radionuclides to deliver powerful radiation directly
to cancer cells. The Company's lead product candidate, Radspherin®, is being
advanced through clinical development by a team with experience from all stages
of radiopharmaceutical development. Internal manufacturing and supply chain
capabilities have been established, which now have the capacity to supply
Radspherin® for multi-center phase 2 clinical studies.
For further information, please contact:
Øystein Soug, Chief Executive Officer
Email: soug@oncoinvent.com
Tore Kvam, Chief Financial Officer
Email: kvam@oncoinvent.com
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 release is an announcement issued pursuant to
legal information obligations. 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 "US 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 US 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.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any Member State.
The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume 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. The Managers are
acting for the Company and no one else in connection with the Subsequent
Offering and will not be responsible to anyone other than the Company providing
the protections afforded to their respective clients or for providing advice in
relation to the Subsequent Offering and/or any other matter referred to in this
release.
Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect the Company's current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.