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2016-11-23

Bionor Pharma ASA: BIONOR PHARMA - CONTEMPLATED PRIVATE PLACEMENT

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.

Bionor_SEA20161123_ContemplatedPrivatePlacement
http://hugin.info/131219/R/2058929/771666.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...

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