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 - PRIVATE PLACEMENT SUCCESSFULLY COMPLETED
Oslo, 24 November 2016
Reference is made to the stock exchange notices on 21 November and 23 November 2016 where Bionor Pharma ASA ("Bionor" or the "Company") announced (1) 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, (2) 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 (the "Private Placement"), and (3) 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 Private Placement was successfully completed yesterday and a total of 2,000,000,000 shares were agreed to be sold. The Private Placement attracted significant interest from high quality investors and was more than 5 times oversubscribed. Arctic Securities AS, DNB Markets, a part of DNB Bank ASA, and SpareBank 1 Markets AS acted as managers (the "Managers") for the Private Placement and are engaged as managers for the Subsequent Offering.
Notification of allotment in the Private Placement will be sent to the applicants today through a notification to be issued by the Managers. The payment date is on or about 19 December 2016 and expected delivery date is on or about 21 December 2016. 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 Pharma 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, subject to approval at the extraordinary general meeting (the "EGM") which is scheduled for on 14 December 2016.
The Company will receive gross proceeds of NOK 150 million from the Private Placement when completed. 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.
Cipriano AS, a company wholly owned by Einar J. Greve, Chairman of Bionor, was conditionally allocated 66,666,667 shares in the Private Placement. Einar J. Greve, through Cipriano AS, currently holds 50,000,000 shares in Bionor.
Ferncliff Listed Dai AS, a company indirectly controlled by Øystein Stray Spetalen, Board member of Bionor, was conditionally allocated 183,333,333 shares in the Private Placement. Ferncliff Listed Dai AS currently holds 270,000,000 shares in Bionor.
Certain existing shareholders of Solon Eiendom have conditionally sold 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) have agreed to sell 333,333,333, 333,333,334 and 333,333,333 Consideration Shares, respectively. The existing shareholders in Solon Eiendom are subject to a 12 months lock-up following completion of the Private Placement.
The Board has assessed the Private Placement in light of the equal treatment requirement, balanced the considerations that speak for and against carrying out the Private Placement and concluded that the waiver of the preferential rights inherent in a private placement was considered necessary in the interest of time and successful completion in the common interest of the Company and its shareholders.
Completion of the Acquisition, the Private Placement and the Subsequent Offering, is still subject to, among other things, approval by the shareholders of the Company at the EGM which is scheduled for on 14 December 2016. 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.
Subsequent to the completion of the Private Placement and 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 who did not receive allocation of shares in the Private Placement or who participated in the underwriting consortium for the Private Placement, provided that such shareholders 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. The Company intends to seek listing for the subscription rights for the Subsequent Offering. The subscription period for the Subsequent Offering will commence after approval of a prospectus by the Norwegian Financial Supervisory Authority which is expected in the first half of January 2017. The Company will provide additional information about the Subsequent Offering in due course. The last day the Bionor shares traded including the right to participate in the conditional Subsequent Offering was 23 November 2016, and the Bionor shares will trade exclusive the right to participate in the conditional Subsequent Offering from today. The record date is 25 November 2016.
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.
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