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2020-07-09

BioInvent's Board of Directors resolve on a repair rights issue of a maximum of approx. SEK 139 million, following the successfully completed directed share issue of approx. SEK 487 million

Lund, Sweden - July 9, 2020 - The Board of Directors of BioInvent International AB ("BioInvent" or the "Company") (OMXS: BINV) have today, pursuant to the authorization granted by the Extraordinary General Meeting on July 3, 2020, resolved on a non-guaranteed share issue of a maximum of approximately SEK 139 million with preferential rights to the Company's shareholders (the "Rights Issue"). The subscription price in the Rights Issue is SEK 1.38 per share, which is the same as the price per share paid in the directed share issue resolved by the Board of Directors on June 9, 2020 (the "Directed Share Issue"). Investors who participated in the Directed Share Issue have committed not to exercise, transfer, sell or in any other way take advantage of the subscription rights received in the Rights Issue.

Summary
  • The Rights Issue is primarily in the interest of shareholders who did not participate in the Directed Share Issue, and aims to in part compensate for the dilution of the Directed Share Issue.
 
  • Investors who participated in the Directed Share Issue have committed not to exercise, transfer, sell or in any other way take advantage of the subscription rights received in the Rights Issue.
 
  • The subscription price in the Rights Issue will be SEK 1.38 per share, which is the same as the price per share paid in the Directed Share Issue. Provided that the Rights Issue is fully subscribed a maximum number of 100,527,062 shares will be issued and the Company will receive approximately SEK 139 million before transaction costs.

  • The net proceeds from the Rights Issue are mainly intended for progressing and expanding clinical development of BI-1206, advancing three compounds into clinical programs and continued development of prioritized preclinical programs.

  • Each existing share in BioInvent entitles to one (1) subscription right. Seventeen (17) subscription rights entitles to subscription for two (2) new shares. If all shares are not subscribed for by exercise of subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without the exercise of subscription rights. In such case, allotment will be given to those who have subscribed for shares by the exercise of subscription rights (irrespective of whether or not they were shareholders on the record date), pro rata in relation to the number of subscription rights exercised for the subscription of shares. To the extent allotment cannot be made pro rata, allotment shall be made by drawing of lots. Beyond this, no further allotment shall be made.

  • The record date for participation in the Rights Issue will be July 16, 2020, and the subscription period will be from and including July 20, 2020 until and including August 3, 2020.

Comments from the CEO

"We would like to thank all of our investors for their continued support of BioInvent, and are glad to now offer shareholders, who did not participate in the recently successfully completed directed share issue of approximately SEK 487 million, the opportunity to expand their involvement with this repair issue.

In the directed share issue, HBM Healthcare Investments Ltd and Swedbank Robur Medica were new investors in BioInvent and are now two of the largest shareholders. We also had continued strong support from Van Herk Investments, Omega Funds, the Fourth Swedish National Pension Fund and Handelsbanken Healthcare Fund.

Proceeds from these financings will cover the continued development of BI-1206 in both hematological cancers and solid tumors, and also fund the development of a number of exciting new drug candidates that we are bringing into clinical testing.

The directed share issue diluted most shareholders and the purpose of the repair issue is to in part mitigate that dilution effect. We hope that as many shareholders as possible want to continue our journey with us and expect our current strong positive news flow to continue," said Martin Welschof, CEO of BioInvent.

Background and reasons

The Rights Issue is primarily in the interest of shareholders who did not participate in the Directed Share Issue and aims to, in part, compensate for the dilution of the Directed Share Issue. The Rights Issue is therefore not guaranteed.

As with the recently completed Directed Share Issue, the net proceeds from the Rights Issue are mainly intended for (i) progressing and expanding the clinical development of the Company's lead antibody, BI-1206, for treatment of Non-Hodgkin Lymphoma and in combination with pembrolizumab (KEYTRUDA[®]) in advanced solid cancers, (ii) advancing three compounds into clinical programs (BI-1808, BI-1607 and BT-001) and (iii) continued development of the Company's prioritized preclinical programs with the aim to generate additional clinical programs. The net proceeds are estimated to be distributed by approximately 20 percent, 40 percent and 40 percent between these three main areas, respectively.

The Rights Issue

BioInvent's Board of Directors have today, pursuant to the authorization granted by the Extraordinary General Meeting held on July 3, 2020, resolved on a new share issue of a maximum of approximately SEK 139 million with preferential rights for the Company's shareholders in proportion to their shareholding as of the record date July 16, 2020. The Rights Issue is primarily in the interest of shareholders who did not participate in the Directed Share Issue, and aims to in part compensate for the dilution of the Directed Share Issue.

The Rights Issue will involve a share capital increase of maximum SEK 8,042,164.96, and a maximum number of 100,527,062 shares will be issued. Provided that the Rights Issue is fully subscribed, the number of shares in BioInvent after the Rights Issue will amount to a maximum of 955,007,096 shares and the Company will receive approximately SEK 139 million before transaction costs.

Shareholders will receive one (1) subscription right for each share held on the record date. Seventeen (17) subscription rights entitle the holder to subscribe for two (2) new shares in the Rights Issue, at a price of SEK 1.38 per share. The subscription price in the Rights Issue is the same as the price per share paid in the Directed Share Issue.

If all shares are not subscribed for by exercise of subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without the exercise of subscription rights. In such case, allotment will be given to those who have subscribed for shares by the exercise of subscription rights (irrespective of whether or not they were shareholders on the record date), pro rata in relation to the number of subscription rights exercised for the subscription of shares. To the extent allotment cannot be made pro rata, allotment shall be made by drawing of lots. Beyond this, no further allotment shall be made.

The subscription period will be from and including July 20, 2020 until and including August 3, 2020, with a right for the Board of Directors to extend the subscription period. Trading of subscription rights will take place on Nasdaq Stockholm from and including July 20, 2020 until and including July 30, 2020.

Full terms and conditions for the Rights Issue and information about the Company will be found in the prospectus, which is expected to be published on or about July 17, 2020.

Timetable for the Rights Issue

+----------------------------------------+-----------------+
|Last day of trading in shares including |July 14, 2020 |
|the right to receive subscription rights| |
+----------------------------------------+-----------------+
|First day of trading in shares excluding|July 15, 2020   |
|the right to receive subscription rights| |
+----------------------------------------+-----------------+
|Record date for participation in the |July 16, 2020 |
|Rights Issue | |
+----------------------------------------+-----------------+
|Expected date for publication of the |July 17, 2020 |
|prospectus | |
+----------------------------------------+-----------------+
|Subscription period |July 20, 2020 -  |
| |August 3, 2020 |
+----------------------------------------+-----------------+
|Trading in subscription rights |July 20, 2020 - |
| |July 30, 2020 |
+----------------------------------------+-----------------+
|Trading in interim shares (BTAs) |July 20, 2020 - |
| |August 12, 2020 |
+----------------------------------------+-----------------+
|Announcement of final outcome in the |August 6, 2020 |
|Rights Issue | |
+----------------------------------------+-----------------+

Advisors

Pareto Securities AB has been appointed as Sole Manager in connection with the Rights Issue. Mannheimer Swartling Advokatbyrå acts as legal counsel to the Company and Baker McKenzie acts as legal counsel to the Sole Manager.
About BioInvent

BioInvent International AB (OMXS: BINV) is a clinical stage company that discovers and develops novel and first-in-class immuno-modulatory antibodies for cancer therapies, with two ongoing programs in Phase l/ll clinical trials for the treatment of hematological cancer and solid tumors, respectively. Two preclinical programs in solid tumors are expected to have entered clinical trials by the end of 2020. The Company's validated, proprietary F.I.R.S.T.™ technology platform simultaneously identifies both targets and the antibodies that bind to them, generating many promising new drug candidates to fuel the Company's own clinical development pipeline or for additional licensing and partnering.

The Company generates revenues from research collaborations and license agreements with multiple top-tier pharmaceutical companies, as well as from producing antibodies for third parties in the Company's fully integrated manufacturing unit. More information is available at www.bioinvent.com.

For further information, please contact:

Martin Welschof, CEO       Hans Herklots, LifeSci Advisors
+46 (0)46 286 85 50      +41 79 598 71 49
martin.welschof@bioinvent.com   hherklots@lifesciadvisors.com
 

BioInvent International AB (publ)
Co. Reg. No.: 556537-7263
Visiting address: Ideongatan 1
Mailing address: 223 70 LUND
Phone: +46 (0)46 286 85 50
www.bioinvent.com  

This information is information that BioInvent International AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 5.30 p.m. CEST, on July 9, 2020.

Important information

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