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2021-11-04

Targovax ASA - Notice of extraordinary general meeting - Fully underwritten rights issue

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE

The board of directors of Targovax ASA ("Targovax" or the "Company") has resolved to propose that the Company carries out a share capital increase, by way of a fully underwritten rights issue, to raise gross proceeds of NOK 175 million (the "Rights Issue").  The proceeds from the Rights Issue plus current cash is expected to provide runway into 3Q23 including the start of the next melanoma trial in second half of 2022, and will cover:

ONCOS (~MNOK55)

  • Colorectal cancer: Read out of collaboration trial in colorectal cancer with peritoneal disease, ~30 patients 1H22;
  • Mesothelioma: phase 1/2 combination trial with SoC chemo, 30 months mOS data 2H21; and
  • Melanoma: Start the PD-1 refractory melanoma phase 2 platform trial to explore multiple ONCOS-102 combinations, FPFV 2H22.

CMC (~MNOK 35)

  • Manufacturing of clinical material for trials during the period; and
  • Continue selective development activities for large scale manufacturing.

Pipeline extension (~MNOK 65)

  • Data from in-vitro study with circular RNA, in the development of a novel platform system for gene delivery and next generation RNA concepts with ONCOS delivery vector;
  • In vivo proof of concept data of ONCOS-102 systemic IV delivery;
  • Bring next generation TG to the clinic with academic and commercial collaborators;
  • Explore novel MutRAS projects; and
  • Maintain and build the patent portfolio.

Business operations (~MNOK 75)

  • Personnel costs; and
  • Corporate functions, support services.

The proposed Rights Issue is subject to a shareholder approval at an extraordinary general meeting of the Company (the "EGM") to be held on 25 November 2021 at 09:00 hours (Oslo time) at the Company's offices at Vollsveien 19, 1366 Lysaker, Norway. The notice and agenda with appendices is attached hereto and available on www.targovax.com.

Carnegie AS and DNB Markets, a part of DNB Bank ASA, have been engaged as managers for the Rights Issue (the "Managers"). Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Rights Issue.

The Rights Issue is fully underwritten through a combination of i) a pro rata subscription by existing shareholder AP4 (The Fourth Swedish National Pension Fund), and ii) underwriting commitments from certain existing shareholders of the Company and other investors (the "Underwriters"), in accordance with an underwriting agreement dated 3 November 2021. Pursuant to, and subject to, the terms and conditions set out in the underwriting agreement, the Underwriters who are existing shareholders in the Company have undertaken to vote their shares, as held at the time of the EGM, in favour of the Rights Issue and all Underwriters have undertaken to guarantee on a pro-rata basis (not jointly) to subscribe for the shares offered in the Rights Issue. The shares in the Rights Issue which are not subscribed upon expiration of the subscription period (if any), will thus be subscribed by and allocated to the Underwriters.

The subscription price for the new shares to be issued in the Rights Issue, and thus the exact number of new shares and the exact amount of the share capital increase, will be proposed by the board of directors, based on a recommendation from the Managers, the day prior to the EGM. Pursuant to the underwriting agreement, the subscription price in the Rights Issue shall be based on the theoretical ex rights price (TERP) based on the volume-weighted average price (VWAP) of the Company's shares on the Oslo Stock Exchange on the last trading day prior to the date of the extraordinary general meeting, less a discount of at least 35%. The board of directors' resolution in this respect will be announced through a stock exchange announcement prior to the EGM, and no later than the day before the EGM, and then be reflected in the final proposed resolution to the EGM.

In connection with the Right Issue a prospectus will be prepared which is subject to the approval by the Norwegian Financial Supervisory Authority. The prospectus will be published prior to the commencement of the subscription period and will form the basis for subscriptions in the Right Issue. Provided that the prospectus is approved by the Norwegian Financial Supervisory Authority in time, the subscription period for the Rights Issue will commence on 30 November 2021 and expire on 14 December 2021 at 16:30 hours (Oslo time). In the event that the prospectus is not approved in time to uphold this subscription period, the subscription period will commence on the second trading day on the Oslo Stock Exchange following the approval and expire at 16:30 hours (Oslo time) two weeks thereafter.

Pursuant to section 10-4 of the Norwegian Public Limited Companies Act, the shareholders of the Company at the date of the EGM will be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of that date, and will according to the board's proposal receive subscription rights proportionate to their existing shareholding as registered in the Company's shareholder register in the Norwegian Central Securities Depository (the VPS) at the expiry of 29 November 2021. Provided that a purchase of shares is made with ordinary T+2 settlement, shares purchased up to and including 25 November 2021 will give the right to receive subscription rights, whereas shares purchased from and including 26 November 2021, will not give the right to receive subscription rights. The subscription rights will be tradable and listed on the Oslo Stock Exchange from and including the first day of the subscription period and until 16:30 (Oslo time) two trading days prior to the expiry of the subscription period. Over -subscription and subscription without subscription rights will be permitted.

A further description of the Rights Issue and of other circumstances that must be considered upon subscription of shares in the Rights Issue will be included in the prospectus for the Rights Issue, which will be published no later than at the commencement of the subscription period and that will constitute the subscription material for the offering.

Included below is an indicative timeline for the Rights Issue:

  • 25 November 2021: Extraordinary general meeting
  • 25 November 2021: Last day of trading in the shares including subscription rights
  • 26 November 2021: First day of trading in the shares excluding subscription rights
  • 29 November 2021: Record date for determination of the right to receive subscription rights
  • On or around 29 November 2021: Publication of the prospectus
  • 30 November 2021: Commencement of the subscription period and first day of trading in the subscription rights
  • On or around 10 December 2021: Last day of trading in the subscription rights
  • On or around 14 December 2021: Last day of the subscription period
  • On or around 15 December 2021: Allocation of the offer shares
  • On or around 17 December 2021: Payment of the offer shares
  • On or around 21 December 2021: Registration of the share capital increase with the Norwegian Register of Business Enterprises

TRVX - Notice of EGM.pdf (https://mb.cision.com/Public/17093/3446813/abc74fe5b2e64a7b.pdf)

For further information, please contact:

Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@targovax.com

Renate Birkeli, Investor Relations
Phone: +47 922 61 624
Email: renate.birkeli@targovax.com

Media enquires:
Andreas Tinglum - Corporate Communications (Norway)
Phone: +47 9300 1773
Email: andreas.tinglum@corpcom.no

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