Emisjon Vistin
Published: 16:35 CET 22-03-2018 /GlobeNewswire /Source: Vistin Pharma ASA / : VISTIN /ISIN: NO0010734122
Vistin Pharma ASA : CONTEMPLATED PRIVATE PLACEMENT
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. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT
VISTIN PHARMA ASA - CONTEMPLATED PRIVATE PLACEMENT
Oslo, Norway, 22 March 2018
Vistin Pharma ASA ("Vistin Pharma" or the "Company", OSE: VISTIN) has retained DNB Markets, a part of DNB Bank ASA (the "Manager") to advise on and effect a contemplated private placement of up to 26,785,715 new shares ("Offer Shares") directed towards Norwegian and international investors with gross proceeds of up to approximately NOK 300 million (the "Private Placement").
On 16 March 2018, the Company announced that it had hired Torbjørn Kjus and Kenneth Tveter to establish a new business area within energy trading. The net proceeds from the Private Placement will be to fund the establishment of the energy trading business and trading activities within this area.
The Company has received significant pre-commitments. The Company's largest shareholder, Øystein Stray Spetalen, has indicated that he, directly or indirectly through associated companies, will subscribe for his pro-rata share of the Private Placement. Øysein Stray Spetalen and close associates currently own 17.6% of the shares.
The subscription price in the Private Placement is set at NOK 11.20 per share. The minimum subscription and allocation in the Private Placement has been set to the number of new shares that equals an aggregate subscription price of at least the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations are available.
The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the "US Securities Act") and (ii) in the United States to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.
The application period for the Private Placement will commence today 22 March 2018 at 16:30 hours (CET) and close on 23 March 2018 at 08:00 hours (CET). The Company may, however, at any time at its sole discretion and for any reason, resolve to close or extend the application period or cancel the Private Placement.
Notification of conditional allotment will be sent to the applicants by the Manager on or about 23 March 2018, subject to any shortenings or extensions of the bookbuilding period. The allocation will be determined at the end of the application period and final allocation will be made at the Board of Directors' sole discretion. Payment date for the Private Placement is expected to be on or about 11 May 2018, and delivery and first day of trading in the new shares is expected to be on or about 15 May 2018, subject to approval of a listing prospectus by the Norwegian Supervisory Financial Authority.
The contemplated transaction will be carried out as a private placement in order to complete the share issue without the significant discount typically seen in rights issues, and also for the Company to be able to complete a transaction in today's market conditions. As a consequence of the transaction structure, the shareholders' preferential rights will be deviated from.
The Board of Directors of the Company will propose to the AGM that a subsequent repair offering is carried out directed towards shareholders of the Company as of 22 March 2018 (as registered in the Norwegian Central Securities Depository ("VPS") on 26 March 2018), 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. The subscription price in the repair offering will be the same as in the Private Placement. Shareholders being allocated shares in the Private Placement will not be eligible to receive subscription rights in the subsequent repair offering.
The Private Placement is conditional upon: (i) the adoption of the relevant corporate resolutions of the Company required to implement the issue the Offer Shares, including the Board of Director's resolution to proceed with the Private Placement and the AGM's resolution to issue the Offer Shares, approve the subsequent repair offering and the proposed amendment of the articles of association to include the new energy trading business, (ii) the registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Register of Business Enterprises and (iii) the Norwegian Financial Supervisory Authority approving a combined prospectus for the listing of the Offer Shares and the subsequent repair offering.
Øystein Stray Spetalen has entered into a lock-up agreement with the Manager for his and his associated companies' shareholdings (including new shares allocated in the Private Placement) in the Company for a period of 12 months following completion of the Private Placement. The Company has also undertaken a lock-up to not issue additional shares in 2018 following the Private Placement and the subsequent repair issue.
If the Private Placement is successfully completed, the Board of Directors will not propose a dividend to be paid as announced in the Q4 2017 interim report published on 27 February 2018.
The Company and the Manager reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Private Placement.
For further information, please contact:
Ole Enger
Chairman
+47 91 13 82 23
Gunnar Manum
CFO
+47 95 17 91 90
Vistin Pharma ASA : CONTEMPLATED PRIVATE PLACEMENT
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. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT
VISTIN PHARMA ASA - CONTEMPLATED PRIVATE PLACEMENT
Oslo, Norway, 22 March 2018
Vistin Pharma ASA ("Vistin Pharma" or the "Company", OSE: VISTIN) has retained DNB Markets, a part of DNB Bank ASA (the "Manager") to advise on and effect a contemplated private placement of up to 26,785,715 new shares ("Offer Shares") directed towards Norwegian and international investors with gross proceeds of up to approximately NOK 300 million (the "Private Placement").
On 16 March 2018, the Company announced that it had hired Torbjørn Kjus and Kenneth Tveter to establish a new business area within energy trading. The net proceeds from the Private Placement will be to fund the establishment of the energy trading business and trading activities within this area.
The Company has received significant pre-commitments. The Company's largest shareholder, Øystein Stray Spetalen, has indicated that he, directly or indirectly through associated companies, will subscribe for his pro-rata share of the Private Placement. Øysein Stray Spetalen and close associates currently own 17.6% of the shares.
The subscription price in the Private Placement is set at NOK 11.20 per share. The minimum subscription and allocation in the Private Placement has been set to the number of new shares that equals an aggregate subscription price of at least the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations are available.
The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the "US Securities Act") and (ii) in the United States to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.
The application period for the Private Placement will commence today 22 March 2018 at 16:30 hours (CET) and close on 23 March 2018 at 08:00 hours (CET). The Company may, however, at any time at its sole discretion and for any reason, resolve to close or extend the application period or cancel the Private Placement.
Notification of conditional allotment will be sent to the applicants by the Manager on or about 23 March 2018, subject to any shortenings or extensions of the bookbuilding period. The allocation will be determined at the end of the application period and final allocation will be made at the Board of Directors' sole discretion. Payment date for the Private Placement is expected to be on or about 11 May 2018, and delivery and first day of trading in the new shares is expected to be on or about 15 May 2018, subject to approval of a listing prospectus by the Norwegian Supervisory Financial Authority.
The contemplated transaction will be carried out as a private placement in order to complete the share issue without the significant discount typically seen in rights issues, and also for the Company to be able to complete a transaction in today's market conditions. As a consequence of the transaction structure, the shareholders' preferential rights will be deviated from.
The Board of Directors of the Company will propose to the AGM that a subsequent repair offering is carried out directed towards shareholders of the Company as of 22 March 2018 (as registered in the Norwegian Central Securities Depository ("VPS") on 26 March 2018), 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. The subscription price in the repair offering will be the same as in the Private Placement. Shareholders being allocated shares in the Private Placement will not be eligible to receive subscription rights in the subsequent repair offering.
The Private Placement is conditional upon: (i) the adoption of the relevant corporate resolutions of the Company required to implement the issue the Offer Shares, including the Board of Director's resolution to proceed with the Private Placement and the AGM's resolution to issue the Offer Shares, approve the subsequent repair offering and the proposed amendment of the articles of association to include the new energy trading business, (ii) the registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Register of Business Enterprises and (iii) the Norwegian Financial Supervisory Authority approving a combined prospectus for the listing of the Offer Shares and the subsequent repair offering.
Øystein Stray Spetalen has entered into a lock-up agreement with the Manager for his and his associated companies' shareholdings (including new shares allocated in the Private Placement) in the Company for a period of 12 months following completion of the Private Placement. The Company has also undertaken a lock-up to not issue additional shares in 2018 following the Private Placement and the subsequent repair issue.
If the Private Placement is successfully completed, the Board of Directors will not propose a dividend to be paid as announced in the Q4 2017 interim report published on 27 February 2018.
The Company and the Manager reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Private Placement.
For further information, please contact:
Ole Enger
Chairman
+47 91 13 82 23
Gunnar Manum
CFO
+47 95 17 91 90