NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 9 June 2017: Reference is made to the stock exchange announcement made by Targovax ASA ("Targovax" or the "Company") on 8 June 2017 regarding the completed private placement (the "Private Placement") and the intention to carry out a subsequent repair offering (the "Subsequent Offering") of up to 2,000,000 new shares in the Company (the "Offer Shares") for gross proceeds of up to NOK 40 million.
In accordance with the requirements of Oslo Børs, the following key information is given with respect to the Subsequent Offering:
- Date of announcement of Subsequent Offering: 9 June 2017
- Last day including rights: 8 June 2017
- Ex-date: 9 June 2017
- Record date: 12 June 2017
- Date of approval: The Subsequent Offering is subject to approval at an extraordinary general meeting to be held on 30 June 2017 (the "EGM").
- Maximum number of new shares: 2,000,000
- Subscription price: NOK 20
The Subsequent Offering will be conditional upon (i) the resolution by the EGM to issue the new shares in the Private Placement and the Offer Shares, (ii) the completion of the Private Placement, and (iii) the Norwegian Financial Supervisory Authority approving a combined prospectus for the listing of the New Shares and the Subsequent Offering (the "Prospectus").
The Subsequent Offering will be based on the Prospectus. Shareholders in the Company as of 8 June 2017, as registered in the VPS on 12 June 2017, who were not allocated New Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive subscription rights.
The subscription period for the Subsequent Offering will commence shortly after publication of the Prospectus (expected 3 July 2017). The subscription rights will be listed and over-subscription and subscription without subscription rights will be allowed in the Subsequent Offering. The subscription price in the Subsequent Offering will be the same as in the Private Placement, i.e. NOK 20 per share.
ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA are acting as Joint Lead Managers in connection with the Private Placement and the Subsequent Offering.
For further information, please contact:
Erik Digman Wiklund, CFO
Phone: +47 413 33 536
Arming the patient's immune system to fight cancer.
Targovax is a clinical stage company focused on developing and commercializing novel immuno-oncology therapies to target, primarily, treatment-resistant solid tumors. Immuno-oncology is currently one of the fastest growing therapeutic fields in medicine.
The Company's development pipeline is based on two novel proprietary platforms:
The first platform, ONCOS, uses oncolytic viruses, an emerging class of biological therapy. ONCOS exclusively uses an adenovirus that has been engineered to be an immune activator that selectively target cancer cells. In phase I it has shown to immune activate at lesional level which was associated with clinical benefit. We expect proof of concept data for this platform in 2017 from a clinical trial of lead product ONCOS-102 in patients with refractory malignant melanoma.
The second platform, TG peptides (TG), solely targets tumors that express mutated forms of the RAS protein. Mutations to this protein are common in many cancers and are known to drive aggressive disease progression and treatment resistance. There is a high unmet medical need for therapies that are effective against tumors that express these mutations. The TG platform's therapeutic potential stems from its ability to enable a patient's immune system to identify and then destroy tumors bearing any RAS mutations. In early 2017, key proof of concept data for the TG platform from a clinical trial of TG01 in resected pancreatic cancer patients showed encouraging overall survival and will give guidance for the future clinical development of this platform.
Targovax's development pipeline has three novel therapeutic candidates in clinical development covering six indications.
Both platforms are protected by an extensive portfolio of IP and know-how and have the potential to yield multiple product candidates in a cost-effective manner. Additionally, we have other products in early stages of development.
In July 2016, the Company listed its shares on Oslo Axess. In March 2017, the shares were upgraded to Oslo Børs, the main Oslo Stock Exchange.
This announcement is not and does not form a part of any offer for sale of securities.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any offering of the securities referred to in this announcement will be made by means of a prospectus.
This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.