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, 23 January 2025
Reference is made to the stock exchange announcement by Oncoinvent ASA
("Oncoinvent" or the "Company") on 22 January 2025 regarding the board of
directors resolution to carry out a subsequent offering (the "Subsequent
Offering").
The Subsequent Offering consists of an offer by the Company to issue up to
5,500,000 new shares (the "Offer Shares"), each with a nominal value of NOK
0.10, at a subscription price of NOK 2 per Offer Share ("Subscription Price"),
being equal to the subscription price in the private placement in the Company
completed on 11 December 2024. Subject to all Offer Shares being issued, the
Subsequent Offering will result in NOK 11,000,000 in gross proceeds to the
Company.
The subscription period in the Subsequent Offering will commence today, on 23
January 2025 at 09:00 hours (CET) and expire on 6 February 2025 at 12:30 hours
(CET).
The Subsequent Offering is, subject to applicable securities laws, 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").
Each Eligible Shareholder will be granted 4.10340 non-transferable subscription
right ("Subscription Right") for every existing shares registered as held by
such Eligible Shareholder as of the Record Date, rounded down to the nearest
whole Subscription Right. Each Subscription Right will, subject to applicable
law, give the right to subscribe for, and be allocated, one (1) Offer Share in
the Subsequent Offering. Over-subscription and subscription without Subscription
Rights will be permitted.
The Subscription Rights must be used to subscribe for Offer Shares prior to
expiry of the Subscription Period on 6 February 2025 at 12:30 hours (CET).
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period will have no value and will lapse without
compensation to the holder.
The payment date for the Offer Shares will be on or about 11 February 2025.
Subject to timely payment of the Offer Shares subscribed for and allocated in
the Subsequent Offering, the issuance and delivery of the Offer Shares
pertaining to the Subsequent Offering is expected to be completed on or about 18
February 2025 and the Offer Shares are expected to commence trading on Euronext
Growth Oslo on or about the same day.
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 subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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.