NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Nordic Nanovector ASA - Notice of extraordinary general meeting

Reference is made to the stock exchange announcements by Nordic Nanovector ASA ("Nordic Nanovector" or the "Company") on 19 January 2022 regarding the successfully completed private placement of 17,857,143 new shares in the Company (the "Private Placement"), and a potential subsequent share offering of up to 3,571,429 new shares (the "Offer Shares") in the Company (the "Subsequent Offering").

The share capital increase pertaining to the Private Placement was resolved by the board of directors of the Company (the "Board") on 19 January 2022 pursuant to an authorisation by the Company's general meeting held 28 April 2021, while the completion of the Subsequent Offering is subject to the approval by the extraordinary general meeting.

Nordic Nanovector hereby calls for an extraordinary general meeting in the Company to be held on 14 February 2022 at 09:30 CET at the Company's offices at Kjelsåsveien 168, 0884 Oslo, Norway.

The following matters are on the agenda: an authorisation to the Board to issue the new shares in the Subsequent Offering.

The Subsequent Offering will be subject to (i) the prevailing market price of the Company's shares, (ii) relevant corporate resolutions being passed by the Company, including the approval by the general meeting of the Company and (iii) the approval of a prospectus by the Norwegian Financial Supervisory Authority.

The formal resolution (including the final number of new shares to be offered) related to the Subsequent Offering will be made by the board of directors following the EGM and the approval and subsequent publication of a prospectus prepared in connection with the Subsequent Offering. The board of directors may, in its sole discretion, decide that the Company shall not carry out the Subsequent Offering, inter alia if the prevailing market price of the Company's shares trade lower than the subscription price and thereby making a subsequent offering redundant.

The Subsequent Offering will, if implemented, be directed towards existing shareholders in the Company as of 19 January 2022 (as registered in the VPS on 21 January 2022), who (i) were not allocated new shares in the Private Placement, and (ii) 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 "Eligible Shareholders"). The Eligible Shareholders will be granted non-tradable subscription rights. Over-subscription will be permitted, but subscription without subscription rights will not be permitted in the Subsequent Offering. The subscription period in the Subsequent Offering is expected to commence on or about 28 February 2022, and the subscription price in the Subsequent Offering will be the same as in the Private Placement.

Due to the restrictions caused by COVID-19 and the advice from the Norwegian government in connection therewith, all shareholders are encouraged to exercise their shareholder rights without physical attendance at the general meeting, either through advance electronically voting through VPS Investor Services or by using the enclosed proxy form to provide proxy to the Chairman Jan Hendrik Egberts (or the person he appoints).

Shareholders may dial-in and listen to the general meeting. Call-in details will be made available on the Company's website in due time in advance of the general meeting. Please note that shareholders will not be able to exercise their shareholder rights, including casting votes or to ask questions, through the telephone conference.

The full notice with appendices are attached. The notice and the documents to which it refers are also available on www.nordicnanovector.com.

Shareholders wishing to attend the Extraordinary General Meeting, in person or by proxy, must complete and return the attendance form or power of attorney form attached to the notice to Nordea Bank Abp, Issuer Service, Postboks 1166 Sentrum, N-0107 Oslo, or by email to nis@nordea.com no later than 11 February 2022, 16:00 CET.

ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA acted as Joint Bookrunners in connection with the Private Placement and the Subsequent Offering. Advokatfirmaet Selmer AS is acting as legal advisor to Nordic Nanovector and Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Bookrunners.

For further information, please contact:

IR enquiries

Malene Brondberg, CFO

Cell: +44 7561 431 762

Email: ir@nordicnanovector.com

Media Enquiries

Mark Swallow/Frazer Hall/David Dible (MEDiSTRAVA Consulting)

Tel: +44 207 638 9571

Email: nordicnanovector@medistrava.com

About Nordic Nanovector

Nordic Nanovector is committed to develop and deliver innovative therapies to patients to address major unmet medical needs. The Company aspires to become a leader in the development of CD37-targeted therapies for haematological cancers and immune diseases. Nordic Nanovector's lead clinical-stage candidate is Betalutin®, a novel CD37-targeting antibody-radionuclide-conjugate designed to advance the treatment of non-Hodgkin's lymphoma (NHL). NHL is an indication with substantial unmet medical need, representing a growing market forecast to be worth nearly USD 26 billion by 2028. Nordic Nanovector retains global marketing rights to Betalutin® and intends to actively participate in the commercialisation of Betalutin® in the US and other major markets.

This information is subject to a duty of disclosure pursuant to Section 5-12 of the Securities Trading Act.

Important Notices

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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 applicable 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 or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any 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 for 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.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither of the Joint Bookrunners nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.

 

 

https://news.cision.com/nordic-nanovector/r/nordic-nanovector-asa---notice-of-extraordinary-general-meeting,c3491331

https://mb.cision.com/Main/9819/3491331/1524278.pdf

(c) 2022 Cision. All rights reserved., source Press Releases - English