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2016-01-21

Bionor Pharma ASA: Bionor Pharma contemplates private placement of new shares

BIONOR PHARMA ASA

STOCK EXCHANGE ANNOUNCEMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Bionor Pharma contemplates private placement of new shares

(Oslo, Norway, 21 January 2016) Bionor Pharma ASA ("Bionor" or the "Company",
ticker "BIONOR") has retained DNB Markets (the "Manager") to advise on and
effect a private placement of new shares (the "Offer Shares") directed
towards Norwegian and international investors(the "Private Placement").

The gross proceeds from the contemplated Private Placement are expected to
amount to approximately NOK 45 million. The subscription price in the Private
Placement will be determined through a bookbuilding process. The Private
Placement comprises:

* an offering towards the 100 largest shareholders of the Company as
registered in the VPS on 20 January 2016, the Company's management and the
members of the Board of Directors, in addition to selected external
investors, who may lawfully participate in the Private Placement, where the
total number of investors is limited to 149 and the minimum application and
allocation amount is set to NOK 50,000, and
* an offering towards other investors, who may lawfully participate in the
Private Placement, where the minimum application and allocation amount is
set to the NOK equivalent of EUR 100,000, however so that the Company and
the Manager reserve the right to allocate below the NOK equivalent of EUR
100,000 pursuant to and in compliance with applicable exemptions from the
obligation to publish an offering prospectus pursuant to the Norwegian
Securities Trading Act.

The Board of Directors of the Company has considered various transaction
structures to raise equity. Taking into account the need for funding,
execution risk, cost, cash position of the Company and timing implications in
a rights issue, the Board of Directors has on the basis of careful
considerations decided that an announced private placement combined with a
subsequent repair offering for existing shareholders not being allocated
shares in the Private Placement (the "Repair Issue"), will be the structure
that best protects the Company's and the shareholders' interests.

Use of proceeds and long term capital need

The proceeds from the Private Placement are expected to provide financial
resources to prepare the Company for the BIOSKILL clinical trial. More
specifically, the Company intends to use the proceeds from the Private
Placement to:

* Complete the preparation of the BIOSKILL clinical trial with Vacc-4x
administered with an adjuvant and given prior to a latency reversing agent
(romidepsin) to demonstrate in a blinded and placebo controlled clinical
trial that Vacc-4x improves control of virus in the blood after the virus
has been "shocked" out of its latent reservoir by a latency reversing agent

* Working capital and other general corporate purposes, including for
fulfilling the Company's outstanding contractual obligations and existing
payment obligations.

Net proceeds from the private placement are estimated to amount to
approximately NOK 34 million (the deducted costs are related to the
preparations and resources used for the planning of a more significant equity
raise that have already been incurred as well as expenses related to this
transaction).

Following completion of the Private Placement, which is expected to fund the
Company through the first half of 2016, and the subsequent Repair Issue, the
Company is planning to conduct an additional equity offering during the first
half of 2016, before initiation of the BIOSKILL clinical trial.

In total, Bionor's capital need to complete the BIOSKILL clinical trial is
estimated by the Company to approximately NOK 375-425 million, from third
quarter 2016 to first quarter 2019, equivalent to the period from initiation
of the BIOSKILL clinical trial until 6-9 months after the expected
announcement of final results of the BIOSKILL clinical trial, which is
projected to be the next major value inflection point for the Company.

Participation from primary insiders and shareholders

Certain primary insiders within the executive management team and the Board of
Directors of the Company have pre-subscribed for shares corresponding to
approx. NOK 9.4 million. In addition, certain existing shareholders have
indicated that they intend to subscribe for shares corresponding to approx.
NOK 10.4 million. Total amount pre-subscribed or indicated is hence NOK 19.8
million. The company's largest shareholder has committed to vote in favor of
the transaction at the EGM.

Bookbuilding period

The bookbuilding period opens today at 09:00 CET (21 January 2016) and closes
on 29 January 2016 at 16:30 CET. The Company, in consultation with the
Manager may, however, at any time resolve to shorten or extend the
bookbuilding period at its sole discretion and on short notice.

The Company will announce the number of shares placed and the final
subscription price in the Private Placement through a stock exchange
announcement expected to be sent before opening of Oslo Børs on 1 February
2016 (subject to extension of the bookbuilding period).

Warrants

Investors will be granted one (one) warrant (the "Warrant") per 1 (one) Offer
Share allocated in the Private Placement. Each Warrant will give the right to
subscribe for one new share in the Company and the exercise price of each
warrant will be equal to the subscription price per Offer Share in the
Private Placement. The Warrants will be exercisable in an exercise period
(the "Exercise Period") determined as follows: (a) if a new equity offering
with cash proceeds in the Company (other than the Repair Issue or any equity
issued in relation to employee incentive programs) (an "Equity Offering") is
launched prior to 1 July 2016, and the allocation in such Equity Offering
becomes unconditional prior to 31 July 2016, in the period from the date the
allocation becomes unconditional until and including 30 November 2016 and (b)
if no Equity Offering is launched prior to 1 July 2016 or an Equity Offering
is launched prior to 1 July 2016, but the allocation in such Equity Offering
does not become unconditional prior to 31 July 2016, in the period from 31
July 2016 until and including 30 November 2016. Following expiry of the
relevant Exercise Period, all Warrants not exercised will lapse without
compensation to the Warrant holder. The Warrants will be registered in the
VPS but will not be transferable or tradable. Shareholders participating in
the Repair Issue will be offered the same warrant structure terms as
investors in the Private Placement.

Other information and conditions in the Private Placement

Notification of conditional allocation and payment instructions will be sent
to the investors on or about 1 February 2016 through a notification to be
issued by the Manager, subject to extension of the bookbuilding period.
Payment details and instructions will be included in the notification. The
payment date for the Offer Shares is expected to be on or about 12 February
2016. The allocated Offer Shares will be delivered to the applicants as soon
as practicable after full payment has been received and the conditions for
the Private Placement (as described below) have been met.

The Private Placement is conditional upon (i) the corporate resolutions of the
Company required to implement the issue of the Offer Shares and Warrants,
including approval of the Private Placement and Warrants by the shareholders
in the extraordinary general meeting (the "EGM") expected to held on or about
11 February 2016, (ii) registration of the increased share capital of the
Company pertaining to the Private Placement and the Warrants in the Norwegian
Register of Business Enterprises. Further, the listing of the Offer Shares is
subject to a listing prospectus being approved by the Norwegian Financial
Supervisory Authority and published by the Company.

The Repair Issue

Subject to a successful placement in the Private Placement, the Board of
Directors will propose to the EGM to carry out a subsequent Repair Issue to
existing shareholders who were not allocated shares in the Private Placement.
The subscription price in the Repair Issue will be the same as in the Private
Placement. The Company's shareholders as of the last trading day of the
bookbuilding period, expected to be 29 January 2016 (as registered in the
Norwegian Central Securities Depository (VPS) on the second trading day
thereafter, expected to be on 2 February 2016) who were not allocated shares
in the Private Placement, will be granted subscription rights giving right to
subscribe for shares in the Repair Issue, subject to applicable restrictions
in the relevant jurisdictions of the eligible shareholders. Shareholders
being allocated shares in the Private Placement will not receive any
subscription rights. Shareholders participating in the Repair Issue will be
offered the same warrant structure terms as investors in the Private
Placement. Subject to completion of the Private Placement, the Bionor share
will trade ex-right to participate in the Repair Issue from 1 February 2016
unless the bookbuilding period is shortened or extended.

This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

Further information

David Horn Solomon, President and CEO, +45 22 20 63 00,dhs@bionorpharma.com

Jens Krøis, CFO, +45 20 80 16 68, jk@bionorpharma.com
Jørgen Fischer Ravn, VP Investor Relations&Communications, +45 20 30 39
03,jfr@bionorpharma.com

About Bionor

Bionor Pharma is a Norwegian biopharmaceutical company focused on advancing
its proprietary therapeutic vaccine Vacc-4x in combination with other
medicines toward a functional HIV cure. The company believes it has first
mover potential based on clinical results to date and early adoption of now
recognized clinical strategy. In December 2015, Bionor announced that the HIV
'Shock&Kill' trial REDUC with Vacc-4x and romidepsin successfully met its
primary endpoint by significantly reducing latent HIV reservoir and further
demonstrated control of viral load. Bionor is currently planning BIOSKILL, a
proof-of-concept Phase II trial, which may lead to a major value inflection
point and partnering opportunities. Bionor currently retains full ownership
rights to Vacc-4x, i.e., the upside potential from partnering or licensing
remains with the company. Bionor is based in Oslo, Norway, and also has
offices in Copenhagen, Denmark and New York, USA. 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 distributi...

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