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Bionor Pharma ASA: Bionor Pharma - Prospectus approved and commencement of subscription period in the subsequent repair offering




Bionor Pharma - Prospectus approved and commencement of subscription period in
the subsequent repair offering

(Oslo, Norway, 16 February 2016) Reference is made to the stock exchange
announcement by Bionor Pharma ASA ("Bionor" or the "Company", ticker
"BIONOR") published on 11 February 2016 regarding the extraordinary general
meeting in the Company approving a private placement of 63,380,282 new shares
(the "Private Placement Shares") raising gross proceeds of approximately NOK
45 million (the "Private Placement") and the subsequent repair offering (the
"Repair Offering") of up to 44,366,197 new shares ("Offer Shares") raising
gross proceeds of up to NOK 31.5 million.

Approval and availability of the Prospectus

The Norwegian Financial Supervisory Authority (the "NFSA") has approved the
prospectus of the Company dated 15 February 2016 (the "Prospectus"), for the
(i) listing of 63,380,282 Private Placement Shares to be issued in connection
with the Private Placement, each with a par value of NOK 0.25; and (ii) the
Repair Offering and listing of up to 44,366,197 Offer Shares, each with a par
value of NOK 0.25.

The share capital increase in connection with the Private Placement is
expected to be registered in the Norwegian Register of Business Enterprises
and the Norwegian Central Securities Depository (the "VPS") on or about 16
February 2016.

The prospectus will be available on the following websites:
www.bionorpharma.com and www.dnb.no/emisjoner. Hard copies of the Prospectus
may be obtained by contacting DNB Markets at +47 23 26 81 01.

The Repair Offering

The subscription period in the Repair Offering commences on 16 February 2016
and will end on 1 March 2016 at 16:30 CET.

Subscription price in the Repair Offering is NOK 0.71 per Offer Share, which
is the same as in the Private Placement.

The Repair Offering is directed towards shareholders in Bionor as of 26
January 2016, as documented by the shareholder register in the VPS as of
expiry of 28 January 2016 (the "Record Date"), that were not allocated shares
in the Private Placement ("Eligible Shareholders"), subject to applicable
restrictions in the relevant jurisdictions of the Eligible Shareholders.
Eligible Shareholders will be granted 0.25336 subscription rights (the
"Subscription Rights") per each share registered as held at the Record Date.
The number of Subscription Rights granted to each Eligible Shareholder will
be rounded down to the nearest whole subscription right. Each Subscription
Right will give the right to subscribe for and be allocated one new share in
the Repair Offering. Oversubscription and subscription without Subscription
Rights is not allowed.

Subscription Rights that are not exercised before the end of the Subscription
Period (i.e. before 1 March 2016 at 16:30 hours (CET)) will have no value and
will lapse without compensation to the holder. Holders of Subscription Rights
should note that subscriptions for Offer Shares must be made in accordance
with the procedures set out in the Prospectus and that holding Subscription
Rights in itself does not represent a subscription for Offer Shares.

Allocation of the Offer Shares is expected to take place on or about 2 March
2016. Notifications of allocated Offer Shares in the Repair Offering and the
corresponding amount to be paid by each subscriber will be set out in a
letter from the VPS, which is expected to be mailed on or about 2 March 2016.
Assuming due payment of the Offer Shares subscribed for and allocated in the
Repair Offering, delivery of the Offer Shares in the VPS is expected to take
place on or about 11 March 2016, following and subject to the registration of
the share capital increase pertaining to the Offer Shares in the Norwegian
Register of Business Enterprises.

The Eligible Shareholders in the Repair Offering will receive one Warrant for
every Offer Share allocated to them. Accordingly, up to 44,366,197 Warrants
will be issued to the investors in the Repair Offering. The exercise price
for the Warrants shall equal the subscription price in the Private Placement
and the Repair Offering, i.e. NOK 0.71. For more information in respect of
the Warrants, please see the Prospectus.

DNB Markets acts as Manager in connection with the Repair Offering.

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,

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

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 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 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 Manager assumes any
responsibility in the event there is a violation by any person of such

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 Manager is acting for the Company and no one else
in connection with the Private Placement and will not be responsible to
anyone other than the Company 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.

Bionor Prospectus Release Feb2016


This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX 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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