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2016-09-09

Bionor Pharma ASA: Bionor Pharma ASA completes extraordinary general meeting

STOCK EXCHANGE ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES
Bionor Pharma ASA completes extraordinary general meeting
(Oslo, Norway, 9 September 2016) Bionor Pharma ASA ("Bionor" or the "Company", ticker "BIONOR") has completed an Extraordinary General Meeting (EGM) today.
At the EGM the Company's shareholders passed resolutions approving the following: (i) A share capital reduction to facilitate the completion of the private placement and the rights issue through issuance of new shares at a subscription price of NOK 0.10 (the "Share Capital Reduction"), (ii) the completion of a private placement to selected new investors (the "Private Placement"), (iii) a guaranteed rights issue to shareholders in the Company as per the end of 9 September 2016 who shall have preferential rights to subscribe for new shares, provided 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 "Rights Issue"), (iv) the election of a new board of directors of the Company, (v) the election of new members to the Company's nomination committee and (vi) an amendment to the Company's stated objectives in its articles of association.
Please see the attached minutes from the meeting in Norwegian and English translation.
The payment date for the Private Placement is expected to be on or about 14 September 2016. The completion of the Private Placement remains subject to the registration of the share capital increase in the Norwegian Register of Business Enterprises, expected to take place on or about 16 September 2016. The first day of trading of the Private Placement Shares is expected to be on or about 19 September 2016.
Upon registration of the Share Capital Reduction and the share capital increase in respect of the Private Placement (but prior to completion of the Rights Issue), the Company will have an issued share capital of NOK 86,066,909.70 divided into 860,669,097 shares each with a par value of NOK 0.10.
The listing of the shares in the Private Placement, as well as the offer and listing of the shares in the Rights Issue is subject to a prospectus being approved by the Norwegian Financial Supervisory Authority and published by the Company. The prospectus, expected to be published on or about 14 September 2016, will contain further details about the Private Placement and the Rights Issue.
For key information relating to the Rights Issue please see the separate stock exchange announcement published by the Company on 19 August 2016.

This information is subject to the disclosure requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act.
Further information
Per S. Thoresen, Chairman of the Board of Directors, +47 906 14 620
Unni Hjelmaas, Acting CEO, +47 915 19 651, uh@bionorpharma.com
About Bionor

Bionor Pharma's mission is to enable the immune system to fight HIV infection. Bionor is the first company, which has successfully completed a clinical trial using the shock and kill approach, thereby creating a strong foundation for further advancing its therapeutic vaccine Vacc-4x in combination with other agents towards a functional cure. The company believes it has first mover potential based on clinical results to date and early adoption of the shock and kill strategy. In December 2015, Bionor announced that the HIV trial REDUC with Vacc-4x and romidepsin successfully met its primary endpoint by reducing latent HIV reservoir and further demonstrated control of viral load. Bionor currently retains full ownership rights to the HIV immunotherapy Vacc-4x, i.e., the upside potential from partnering or licensing remains with the company's shareholders. Bionor is listed on Oslo Børs (OSE:BIONOR). More information about Bionor is available at www.bionorpharma.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, Hong Kong
or the United States (including its territories and possessions, any
state of the United States and the District of Columbia).

This information 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 "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 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, Hong Kong 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 SpareBank 1
Markets AS 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.

Bionor_SEA20160909_EGM completed
http://hugin.info/131219/R/2041125/761494.pdf
Bionor_EGM_Minutes_September2016
http://hugin.info/131219/R/2041125/761495.pdf

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This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Bionor Pharma ASA via Globenewswire

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