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- Resolution To Increase The Share Capital In Connection With Private Placement
Resolution to increase the share capital in connection with private placement
10 Dec 2024 18:20 CET
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN.
Oslo, 10 December 2024
Reference is made to the stock exchange announcement by Oncoinvent ASA
("Oncoinvent" or the "Company") on 9 December 2024 (the "Announcement")
regarding an extraordinary general meeting of the Company where it was resolved
to increase the share capital of the Company with NOK 5,000,000 by the issuance
of 50 million new shares in connection with a private placement of in total 65
million new shares (the "Offer Shares"), each with a nominal value of 0.10, at a
subscription price of NOK 2 per Offer Share, resulting in gross proceeds to the
Company of 130 million (the "Private Placement"). Further reference is made to
the stock exchange announcement by the Company on 9 December 2024 regarding the
board of directors' resolution to increase the share capital with NOK 1,166,630
by the issuance of 11,666,300 Offer Shares in connection with the Private
Placement.
As further described in the Announcement, the board of director has now resolved
to increase the share capital with NOK 333,370 by the issuance of 3,333,700
Offer Shares, each with a nominal value of NOK 0.10, at a subscription price of
NOK 2 per Offer Share. The resolution was made in accordance with a board
authorization granted by the extraordinary general meeting of the Company held
on 21 November 2024.
The completion of the Private Placement by delivery of Offer Shares to investors
is conditional upon (i) the prepayment agreement entered into with the Managers
(as defined below) remaining in full force and effect, and (ii) the share
capital increases pertaining to the issuance of the Offer Shares being validly
registered with the Norwegian Register of Business Enterprises and the Offer
Shares being validly issued in the Norwegian Central Securities Depository (the
"ES-OSL").
It is expected that all Offer Shares will be registered with the Norwegian
Register of Business Enterprises and issued in the ES-OSL on or about 12
December 2024. Delivery to investors in the Private Placement will take place on
a delivery versus payment basis on or about 13 December 2024.
Advisors:
Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as joint
bookrunners and managers in connection with the Private Placement, and as
listing advisors to the Company in connection with its contemplated admission to
trading on Euronext Growth Oslo (the "Managers").
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
About Oncoinvent
Oncoinvent ASA is a clinical stage, radiopharmaceutical company developing
innovative treatments for solid cancers. The technology platform is focused on
the use of alpha-emitting radionuclides to deliver powerful radiation directly
to cancer cells. The Company’s lead product candidate, Radspherin®, is being
advanced through clinical development by a team with experience from all stages
of radiopharmaceutical development. Internal manufacturing and supply chain
capabilities have been established, which now have the capacity to supply
Radspherin® for multi-center phase 2 clinical studies.
For further information, please contact:
Oystein Soug, Chief Executive Officer
Email: soug@oncoinvent.com
Tore Kvam, Chief Financial Officer
Email: kvam@oncoinvent.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 release is an announcement issued pursuant to
legal information obligations. 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.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any Member State.
The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume 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 no one else in connection with the Private Placement
and will not be responsible to anyone other than the Company 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.
More information:
Access the news on Oslo Bors NewsWeb site
Source
Oncoinvent ASA
Provider
Oslo Børs Newspoint
Company Name
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