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") on 9 December 2024 regarding an extraordinary
general meeting of the Company where it was resolved to increase the share
capital of the Company with NOK 5,000,000 by the issuance of 50,000,000 new
shares in connection with a private placement of in total 65,000,000 new shares
(the "Offer Shares"), each with a nominal value of 0.10, at a subscription price
of NOK 2 per Offer Share, resulting in gross proceeds to the Company of
130,000,000(the "Private Placement").
Further, reference is made to the stock exchange announcement by the Company on
9 December 2024 regarding the board of directors' resolution to increase the
share capital with NOK 1,166,630 by the issuance of 11,666,300 Offer Shares and
the stock exchange announcement by the Company on 10 December 2024 regarding the
board of directors' resolution to increase the share capital with NOK 333,370 by
the issuance of 3,333,700 Offer Shares in connection with the Private Placement.
In connection with the Private Placement, the Company has considered to carry
out a potential subsequent offering of up to 5,500,000 new shares (the
"Subsequent Offering") to reduce the dilutive effects of the Private Placement
and also providing eligible shareholders with the opportunity to subscribe for
new shares at the same subscription price as that applied in the Private
Placement.
On 21 November 2024, the general meeting, inter alia, resolved to grant the
board of directors an authorisation to increase the Company's share capital by
up to NOK 1,749,900, by the issuance of new shares. In accordance with this
authorisation, the board of directors has today resolved to carry out the
Subsequent Offering and to increase the share capital by a minimum of NOK 0.10
and a maximum of NOK 550,000, through the issuance of a minimum of 1 new share
and a maximum of 5,500,000 new shares, each with a nominal value of NOK 0.10 and
with a subscription price of NOK 2.
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).
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") will be granted
4.10340 non-transferable subscription right ("Subscription Right") for every
existing shares registered as held by such Eligible Shareholder in the ESO as at
the Record Date, rounded down to the nearest whole Subscription Right. Each
Subscription Right gives, subject to applicable law, the right to subscribe for,
and be allocated, one (1) new share in the Subsequent Offering at the
subscription price of NOK 2. Over-subscription and subscription without
subscription rights will be permitted.
Allocation of the new shares in the Subsequent Offering is expected to take
place on or about 6 February 2025, and the new shares are expected to be
delivered on or about 18 February 2025. Further information regarding the
Subsequent Offering is set out in the attached information document.
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.