NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. BIONOR PHARMA - CONTEMPLATED PRIVATE PLACEMENT
Oslo, 23 November 2016
Reference is made to the stock exchange notice 21 November 2016 where Bionor Pharma ASA ("Bionor" or the "Company") announced the acquisition of Solon Eiendom AS ("Solon Eiendom") for a total consideration of approximately NOK 1,000 million (the "Acquisition") to be settled by issuing 6,666,666,666 new shares (the "Consideration Shares") in Bionor at NOK 0.15 per share, a fully underwritten private placement of 1,000,000,000 new shares at NOK 0.15 per share and 1,000,000,000 Consideration Shares at NOK 0.15 per share and a subsequent offering of 666,666,666 new shares at NOK 0.15 per share directed at existing shareholders of Bionor that does not participate in the Private Placement (the "Subsequent Offering") and who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, which would require any filing, registration or similar action. The Company has engaged Arctic Securities AS, DNB Markets, a part of DNB Bank ASA, and SpareBank 1 Markets as managers for the Private Placement and the Subsequent Offering (the "Managers").
The application period for the Private Placement opens today at 16:30 CET and closes 24 November 2016 at 08:00 CET. The Managers may, however, at any time resolve to close or extend the bookbuilding period at its sole discretion.
The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. The final allocation and completion of the Private Placement is subject to approval by the Company's Board of Directors. The Private Placement will be directed towards Norwegian investors and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.
The Board, together with the Company's management and the Managers, has considered various transaction alternatives to secure new financing. Based on an overall assessment, taking into account inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement combined with the Subsequent Offering is the alternative that best protects the Company's and the shareholders' joint interests. Thus, the waiver of the preferential rights inherent in a share capital increase through issuance of new shares is considered necessary.
The Company will receive gross proceeds of NOK 150 million from the Private Placement. The net proceeds from the Private Placement will be used for acquisition of a minority stake currently owned by Edvin Austbø (who is an indirect shareholder of Solon Eiendom) in a property project in Ski for approximately NOK 60 million, acquisition of land for new projects and for general corporate purposes.
Certain existing shareholders of Solon Eiendom (the "Selling Shareholders") will sell down 1,000,000,000 Consideration Shares at NOK 0.15 per share as part of the Private Placement. Dukat AS (owned by Tore Aksel Voldberg), MRD Holding AS (owned by Simen Thorsen) and Solon AS (owned by Tore Aksel Voldberg) will sell 333,333,333, 333,333,334 and 333,333,333 Consideration Shares, respectively.
Subsequent to the Private Placement and completion of the Acquisition, the Company plans to carry out a subsequent offering of 666,666,666 new shares at NOK 0.15 per share directed at existing shareholders of Bionor that does not participate in the Private Placement (the "Subsequent Offering") and who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, which would require any filing, registration or similar action. The Company intends to seek listing for the subscription rights for the Subsequent Offering. The Company will provide additional information about the Subsequent Offering in due course.
The Private Placement and the Subsequent Offering are fully underwritten by a group of Norwegian and international institutional investors and family offices, and existing shareholders of the Company, including Ferncliff Listed Dai AS, a company associated with the Company's largest shareholder and member of Board of Directors, Øystein Stray Spetalen, and Cipriano AS, a company owned by the chairman of the Board of Directors, Einar J. Greve (the "Underwriters"). The Underwriters will receive an underwriting fee of approximately NOK 5 million in the aggregate from the Company and NOK 3 million in aggregate from the Selling Shareholders, and the Underwriters are guaranteed allocation of offer shares in the Private Placement for an amount corresponding to the lower of (i) 50% of its underwriting obligation in respect of the Private Placement, and (ii) 50% of the number of shares which the guarantor has applied subscription for in the Private Placement. Ferncliff Listed Dai AS has pre-subscribed for NOK 50 million and Cipriano AS has subscribed for NOK 10 million.
Completion of the Acquisition, the Private Placement and the Subsequent Offering, is subject to, among other things, approval by the shareholders of the Company at an extraordinary general meeting (the "EGM") which is scheduled for on 14 December 2016. The notice for the EGM will be sent to the shareholders today. The largest shareholders of the Company, including Ferncliff Listed Dai AS, Lars H. Høie, Cipriano AS and Alden AS, have entered into lock-up undertakings until the EGM and have undertaken to vote in favour of such resolutions at the EGM. Following the issuance of the Consideration Shares, the Private Placement and the Subsequent Offering, the Solon Shareholders will own approximately 58 per cent of the Company. The Solon Shareholders have undertaken a lock-up of 12 months to the Managers, subject to certain conditions.
The Acquisition of Solon Eiendom is expected to be completed in due course, and as soon as practicably possible following the EGM, i.e. in December 2016. In addition to the foregoing EGM approval of the Acquisition and the Private Placement, the closing of the Acquisition is subject to certain customary closing conditions for transactions of this kind, but the transaction is not subject to regulatory approval. The new Private Placement shares and the Consideration Shares will be issued on a separate ISIN and delivered to the investors, and thereafter converted to the current ISIN of Bionor and become tradable on Oslo Børs as soon as practically possible following the announcement of a prospectus approved by the Norwegian Financial Supervisory Authority which is expected in the first half of January 2017.
For more information, please contact:
Einar J. Greve Chairman of the Board, Bionor Pharma ASA E-mail: ejg@cipriano.no Cell Phone: +47 900 27 766
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, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. 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. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes 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 the Selling Shareholders and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement 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.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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