NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE.
Reference is made to the earlier inventory change bulletins from Targovax ASA (the “Company”) relating to the rights issue of 101,744,186 new shares in the Company (the “Offer Shares”), elevating gross proceeds of roughly NOK 175 million (the “Rights Issue”). The subscription period will begin as we speak.
Carnegie AS and DNB Markets, an element of DNB Bank ASA, are performing as managers for the Rights Issue (the “Managers”).
Allocation of subscription rights:
The shareholders of the Company as of 25 November 2021 (and being registered as such in the Norwegian Central Securities Depository (the “VPS”) as at the expiry of 29 November 2021 pursuant to the two days’ settlement process of VPS (the “Record Date”)) (the “Existing Shareholders”), have been granted subscription rights (the “Subscription Rights”) in the Rights Issue that present preferential rights to subscribe for, and be allotted, Offer Shares at the Subscription Price (as set out beneath).
Each Existing Shareholder have been granted 1.175114 Subscription Rights for every present share registered as held by the Existing Shareholder at the Record Date, rounded all the way down to the nearest entire Subscription Right. Each entire Subscription Right will, topic to relevant regulation, give the proper to subscribe for, and be allotted, one Offer Share. Over-subscription and subscription with out Subscription Rights are permitted. The grant or buy of Subscription Rights and the subscription of Offer Shares by individuals resident in, or who’re residents of international locations aside from Norway, could also be affected by the legal guidelines of the related jurisdiction. For an additional description of such restrictions, reference is made to Section 12 “Selling and Transfer Restrictions” in the securities word dated 29 November 2021 (the “Securities Note”, which along with the registration doc of the similar date contains the “Prospectus”). The Prospectus is, topic to relevant native securities legal guidelines, out there at the web sites of the Company (www.targovax.com), Carnegie AS (www.carnegie.no/ongoing-prospectuses-and-choices/) and DNB Markets, an element of DNB Bank ASA (www.dnb.no/emisjoner).
Subscription period:
The subscription period commences as we speak on 30 November 2021 and expires on 14 December 2021 at 16:30 CET.
Subscription Rights:
The Subscription Rights will probably be listed and tradable on the Oslo Stock Exchange from 30 November 2021 to 16:30 hours CET on 10 December 2021 below the ticker code “TRVXT”. The Subscription Rights will therefore solely be tradable throughout an element of the subscription period.
Subscription Rights that aren’t used to subscribe for Offer Shares earlier than the expiry of the subscription period on 14 December 2021 at 16:30 CET or bought earlier than 16:30 CET on 10 December 2021 can have no worth and can lapse with out compensation to the holder.
The Subscription Rights are anticipated to have financial worth if the Company’s shares commerce above the Subscription Price throughout the subscription period. Existing Shareholders who don’t use their Subscription Rights will expertise a dilution of their shareholding in the Company, see Section 11.20 “Dilution” in the Securities Note.
Subscription worth:
NOK 1.72 per Offer Share
Subscription process:
In order to subscribe for Offer Shares, buyers holding Subscription Rights want to finish the subscription kind and submit it to 1 of the Managers at the deal with or e-mail deal with as set out in the Prospectus and subscription kind by 16:30 hours (CET) on 14 December 2021.
Subscribers who’re Norwegian residents with a Norwegian private identification quantity who want to subscribe for Offer Shares are inspired to take action by the VPS on-line subscription system (or by following the hyperlink on www.carnegie.no/ongoing-prospectuses-and-choices/ or www.dnb.no/emisjoner which is able to redirect the subscriber to the VPS on-line subscription system).
The underwriting:
The Rights Issue is underwritten by sure new and present shareholders of the Company (the “Underwriters”), in accordance with an underwriting settlement dated 3 November 2021 (the “Underwriting Agreement”). Pursuant to, and topic to, the phrases and circumstances set out in the Underwriting Agreement, the Underwriters have undertaken to ensure on a professional-rata foundation (not collectively) to subscribe for the Offer Shares in the Rights Issue, with a complete underwritten quantity of roughly NOK 166.9 million. Further, AP4 (The Fourth Swedish National Pension Fund) has indicated a professional rata subscription in the Rights Issue, bringing the complete underwritten and pre-subscribed quantity to roughly NOK 175 million.
The Offer Shares in the Rights Issue which aren’t subscribed upon expiration of the subscription period (if any), will thus be subscribed by and allotted to the Underwriters.
The Company might terminate the Underwriting Agreement in its sole discretion at any time previous to the registration of the share capital improve pertaining to the Rights Issue with the Norwegian Register of Business Enterprises. Prior to that date, the Underwriters might terminate the Underwriting Agreement in the occasion that the Company is in materials breach of the Underwriting Agreement. The Underwriters’ obligations expire in the occasion that they haven’t been notified of any allotment below the Underwriting Agreement inside 15 January 2022. In such occasion, the Rights Issue will probably be withdrawn until it’s absolutely subscribed. See Section 11.3 “Conditions for completion of the Rights Issue” for an outline of the penalties of a withdrawal of the Rights Issue.
If the Rights Issue is withdrawn, all Subscription Rights will lapse with out worth, any subscriptions for, and allocations of, Offer Shares which have been made will probably be disregarded and any funds for Offer Shares made will probably be returned to the subscribers with out curiosity or another compensation. The lapsing of Subscription Rights shall be with out prejudice to the validity of any trades in Subscription Rights, and buyers is not going to obtain any refund or compensation in respect of Subscription Rights bought in the market.
Financial intermediaries:
If an Existing Shareholder holds shares in the Company registered by a monetary middleman on the Record Date, the monetary middleman will usually give the Existing Shareholder particulars of the mixture quantity of Subscription Rights to which will probably be entitled. The related monetary middleman will usually provide every Existing Shareholder with this data in accordance with its common buyer relations procedures. Existing Shareholders holding their shares in the Company by a monetary middleman ought to contact the monetary middleman if they’ve acquired no data with respect to the Rights Issue.
Listing and graduation of buying and selling in the Offer Shares:
Subject to well timed cost of the total subscription quantity in the Rights Issue, the Company expects that the share capital improve pertaining to the Rights Issue will probably be registered with the Norwegian Register of Business Enterprises on or about 21 December 2021 and that the Offer Shares will probably be delivered to the VPS accounts of the subscribers to whom they’re allotted on or about the subsequent day. The Offer Shares are anticipated to be tradable on the Oslo Stock Exchange from and together with 22 December 2021.
For additional data, please contact:Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: [email protected]
Renate Birkeli, Investor Relations
Phone: +47 922 61 624
Email: [email protected]
Media enquires:Andreas Tinglum – Corporate Communications (Norway)
Phone: +47 9300 1773
Email: [email protected]
About Targovax
Activating the affected person’s immune system to battle most cancers
Targovax (OSE:TRVX) is a scientific stage immuno-oncology firm creating immune activators to focus on arduous-to-deal with strong tumors. Targovax goals to unlock higher scientific advantages in most cancers sufferers by deploying its multifunctional platforms to focus on key immune regulators and oncogenic drivers. Targovax’s focus is to “activate the affected person’s immune system to battle most cancers”, thus extending and reworking the lives of most cancers sufferers. Targovax’s pipeline goals at completely different most cancers indications, together with melanoma, mesothelioma and colorectal most cancers. The firm’s product candidates are designed to harness the affected person’s personal immune system to battle the most cancers, while additionally delivering a good security and tolerability profile.
Targovax’s lead scientific candidate, ONCOS-102, is a genetically modified oncolytic adenovirus, which has been engineered to selectively infect most cancers cells and activate the immune system to battle the most cancers. On the again of very encouraging scientific knowledge in a number of indications, each in monotherapy and in a number of combos, the subsequent growth steps for ONCOS-102 will probably be to additional enhance responses in melanoma sufferers immune to or poorly conscious of present customary of care.
IMPORTANT INFORMATION
This announcement doesn’t represent a suggestion for sale of, or a solicitation of a suggestion to buy or subscribe for, any securities in the United States. Securities will not be provided or bought in the United States until they’re registered or are exempt from registration below the U.S. Securities Act of 1933, as amended. The data contained on this announcement is for informational functions solely and doesn’t purport to be full or accomplished. The Company doesn’t intend to register any portion of this providing in the United States or to conduct a public providing in the United States. Copies of this announcement usually are not being, and shouldn’t be, distributed in or despatched into the United States.
In the United Kingdom, this announcement is for distribution solely to and is directed solely at individuals who (i) have skilled expertise in issues referring to investments which fall inside Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are individuals falling inside Article 49(2)(a) to (d) (“excessive internet price corporations, unincorporated associations and so forth”) of the Financial Promotion Order, or (iii) are individuals to whom an invite or inducement to interact in funding exercise (inside the that means of part 21 of the Financial Services and Markets Act 2000) in reference to the issue or sale of any securities might in any other case lawfully be communicated or triggered to be communicated (all such individuals collectively being known as “related individuals”). This announcement is directed solely at related individuals and should not be acted on or relied on by individuals who usually are not related individuals. Any funding or funding exercise to which this announcement relates is offered solely to related individuals and will probably be engaged in solely with related individuals.
This announcement has been ready on the foundation that any supply of securities in any Member State of the European Economic Area, aside from Norway, which has applied the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (every, a “Relevant Member State”) will probably be made pursuant to an exemption below the Prospectus Regulation, as applied in that Relevant Member State, from the requirement to publish a prospectus for gives of securities. Accordingly any particular person making or aspiring to make any supply in that Relevant Member State of securities that are the topic of the providing contemplated on this announcement, might solely achieve this in circumstances by which no obligation arises for the Company or any of the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or complement a prospectus pursuant to Article 16 of the Prospectus Regulation, in every case, in relation to such supply. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any supply of the securities by any monetary middleman, aside from gives made by the Managers which represent the ultimate placement of the securities contemplated on this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any supply of securities in circumstances by which an obligation arises for the Company or any Managers to publish or complement a prospectus for such supply.
It could also be illegal to distribute this announcement in sure jurisdictions. This announcement is just not for distribution in Australia, Canada, the Hong Kong particular administrative area of the People’s Republic of China, Japan, South Africa, the United States or to another jurisdiction the place such distribution could be illegal. The data on this announcement doesn’t represent a suggestion of securities for sale in such jurisdictions.
The Managers and/or any of their associates or any of their respective administrators, officers, staff, advisers, brokers or another particular person(s) don’t settle for any accountability or legal responsibility by any means for, or make any illustration or guarantee, categorical or implied, as to the accuracy, completeness or equity of the data or opinions on this announcement (or whether or not any data has been omitted from this announcement) or another data relating the Company or related corporations. The Managers are performing completely for the Company and no-one else in reference to the Rights Issue and won’t regard another particular person as their shopper in relation to the Rights Issue and won’t be accountable to anybody aside from the Company for offering the protections afforded to their shoppers.
Any providing of the securities referred to on this announcement will probably be made by means of the Prospectus. This announcement is an commercial and isn’t a prospectus for the functions of the Prospectus Regulation. Investors shouldn’t subscribe for any securities referred to on this announcement besides on the foundation of data contained in the Prospectus. Copies of the Prospectus can be found from the Company’s registered workplace and, topic to sure exceptions, on the web sites of the Company and the Managers at www.targovax.com, www.carnegie.no/ongoing-prospectuses-and-choices and www.dnb.no/emisjoner.
Forward wanting statements
This announcement contains ahead-wanting statements which embrace statements relating to the Company’s enterprise technique, monetary situation, profitability, outcomes of operations and market knowledge, in addition to different statements that aren’t historic details. Words akin to “imagine,” “anticipate,” “plan,” “count on,” “goal,” “estimate,” “undertaking,” “predict,” “forecast,” “guideline,” “ought to,” “purpose,” “proceed,” “might,” “steerage,” “might,” “potential,” “will,” in addition to comparable expressions and the unfavorable of such expressions are supposed to determine ahead-wanting statements, however usually are not the unique means of figuring out these statements. By their nature, ahead-wanting statements are topic to quite a few elements, dangers and uncertainties that would trigger precise outcomes and outcomes to be materially completely different from these projected. Readers are cautioned to not place undue reliance on these ahead-wanting statements. Except for any ongoing obligation to reveal materials data as required by the relevant regulation, the Company doesn’t have any intention or obligation to publicly replace or revise any ahead-wanting statements after it distributes this announcement, whether or not to mirror any future occasions or circumstances or in any other case.
This data is revealed in accordance with the necessities of the Continuing Obligations.
https://news.cision.com/targovax/r/targovax-asa—commencement-of-the-subscription-period-for-the-rights-issue,c3462849
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