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2016-01-27

Bionor Pharma ASA: Bionor Pharma raises NOK 45 million in a private placement

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 raises NOK 45 million in a private placement

(Oslo, Norway, 27 January 2016) Further to the announcement on 26 January
regarding fully subscribed private placement (the "Private Placement") and
early closing of the bookbuilding period, Bionor Pharma ASA ("Bionor" or the
"Company", ticker "BIONOR"), today announces that the Company has raised NOK
45 million in gross proceeds through a private placement of 63,380,282 new
shares (the "Offer Shares"), each with a par value of NOK 0.25 at a
subscription price of NOK 0.71 per share (the "Private Placement"). The
Private Placement was oversubscribed. Completion of the Private Placement is
inter alia conditional on approval by the shareholders of Bionor in an
extraordinary general meeting to be held on 11 February 2016, as announced 21
January 2016. The Company's largest shareholder, Lars H. Høie, has undertaken
to vote in favor of the Private Placement and the contemplated repair
offering (the "Repair Issue").

In total 63,380,282 Offer Shares were allocated in the Private Placement. The
total number of shares in the Company following the Private Placement, but
prior to the Repair Issue, will be 312,690,232, each with a par value of NOK
0.25.

Warrants

Investors allocated Offer Shares in the Private Placement will be granted 1
(one) warrant (the "Warrant") per one (1) Offer Share allocated. In total
63,380,282 Warrants will be granted and outstanding following 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.

Use of proceeds

The proceeds to the Company from the Private Placement are expected to provide
the 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.

Commenting on today's announcement, Dr. David Horn Solomon, President&CEO of
Bionor, said
, "We are grateful for the support from new and existing shareholders in this
financing round. We can now diligently complete the preparation of the
BIOSKILL trial. Further, it is important for the Board and management that we
also now offer all other existing shareholders in Bionor the opportunity to
participate on the same terms as investors in the private placement. We are
currently considering a number of equity based options to secure financial
backup for the long-term development plans for the company, including
execution of BIOSKILL, which we are convinced will represent another
important contribution from Bionor to the development of a functional cure
for HIV.
"

Allocation to primary insiders

A total of 10,427,984 shares were allocated to primary insiders that
subscribed for shares in the Private Placement.

A complete and detailed disclosure for primary insiders pursuant to the
Securities Trading Act section 4-2 will be published separately.

Other information and conditions in the Private Placement

The Private Placement is conditional upon (i) the approval of the Private
Placement and Warrants by the shareholders in the extraordinary general
meeting (the "EGM") to be held on 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.

Notification of conditional allocation and payment instructions will be sent
to the investors on or about 28 January 2016, through a notification to be
issued by the Manager. 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 of the entire
proceeds in the Private Placement has been received and the conditions for
the Private Placement (as described above) have been met, expected on or
about 16 February 2016.

The Repair Issue

The Board of Directors will propose to the EGM to conduct the Repair Issue of
up to approximately 44.4 million new shares at NOK 0.71 per share directed
towards shareholders in Bionor as of 26 January 2016 (as documented by the
shareholder register in the VPS as of 28 January 2016) that were not
allocated shares in the Private Placement ("Eligible Shareholders"), subject
to applicable restrictions in the relevant jurisdictions of the eligible
shareholders. Consequently, the shares in the Company will trade excluding
the right to participate in the Repair Issue from today, 27 January 2016. The
final size of the Repair Issue and number of subscription rights to be issued
to Eligible Shareholders will be announced on 29 January 2016. Eligible
Shareholders participating in the Repair Issue will be offered the same
warrant structure terms as investors in the Private Placement. Further
details about the Repair Issue will be set out in the prospectus, currently
expected to be published on or about 16 February 2015.

Equal treatment of shareholders

The Board of Directors has over a period of time from July 2015 considered
various transaction structures available and desirable to raise the funding
needed by the Company. The Board has received advice from investment banks
and legal advisors during the process. Taking into account the need for
funding, the market situation, cash position of the Company, execution risk,
cost and timing implications of a rights issue as well as the price obtained
in the book-building, the Board of Directors has following careful
considerations decided that completing the Private Placement on the terms
referred to above combined with a subsequent repair issue will, in the
present situation, be in the Company's and the shareholders' joint interests.

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
atwww.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 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 su...

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