Bavarian Nordic today publishes a prospectus in connection with a rights issue of up to 3,975,872 new shares with a nominal value of DKK 10 each at DKK 80 per share (the “Offering”)
08 January 2010
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Not for release, publication or
distribution, directly or indirectly in or into Australia, Canada,
Japan or the United States
This announcement does not constitute or
form part of an offer to sell or the solicitation of an offer to
buy the securities of Bavarian Nordic A/S (the "Securities") in
Australia, Canada, Japan or the United States or in any other
jurisdiction. The Securities may not be offered or sold in the
United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended. The issuer of
the Securities has not registered, and does not intend to register,
any portion of the Offering in the United States or in any
jurisdiction outside Denmark and the United Kingdom, and does not
intend to conduct a public offering of the Securities in the United
States or in any jurisdiction outside Denmark and the United
Kingdom. Copies of this announcement are not being made and may not
be distributed or sent into Australia, Canada, Japan or the United
States.
Kvistgaard, Denmark, January 8, 2010 - Bavarian Nordic
A/S (OMX: BAVA) (the "Company") today publishes a prospectus in
connection with an offering of new shares with preemptive rights
for the Company's existing shareholders to subscribe for new shares
in the ratio 1:2 at DKK 80 per share of DKK 10.
The subscription ratio is 1:2 which means that shareholders will
be allocated one (1) preemptive right for each existing share held
and that two (2) preemptive rights entitle shareholders to one (1)
new share against payment of the offer price.
Reference is made to the prospectus in its entirety for a
description of the Company and the
Offering.
Reasons for the Offering and use of proceeds
The proceeds from the Offering will be used to fulfil the
Group's strategy within biodefence and cancer, by maintaining
momentum in the production of IMVAMUNE®, gaining strategic
flexibility in the clinical development of PROSTVAC™ as
well as for new initiatives within the two business
areas.
Following the Offering the Group will seek to consolidate its
operating activities within the biodefence business area as well as
expanding the cancer activities. Further, the Group seeks to ensure
that it has an appropriate capital base in order to strengthen its
future operational flexibility. Accordingly, the Group expects to
be able to maintain momentum in the development, production and
delivery of IMVAMUNE® and continue the Phase III preparations
of PROSTVAC™
The gross proceeds from the Offering are expected to amount to
approximately DKK 318.1 million if the Offering is fully
subscribed.
The Offering
The Offering comprises up to 3,975,872 new shares with a
nominal value of DKK 10 each with preemptive rights to the existing
shareholders.
The Board of Directors of the Company has on 8 January 2010
resolved to utilise part of the authorisation in the articles of
association to increase the Company's share capital by nominally
DKK 39,758,720, equal to 3,975,872 shares of DKK
10.
Offer price
The new shares are offered at DKK 80 per share of DKK 10,
free of brokerage.
Preemptive rights
Preemptive rights will be allocated to shareholders who
are registered with VP Securities A/S on Friday 15 January 2010 at
12.30 p.m. CET, as shareholders of Bavarian Nordic A/S. Registered
shareholders will be allocated one (1) preemptive right for each
existing share with a nominal value of DKK 10 each held in the
Company. Shares traded after Tuesday, 12 January 2010, will be
traded ex preemptive rights and, accordingly, will not entitle the
holder to subscribe for new shares at the offer
price.
Subscription ratio
Two (2) preemptive rights will entitle the holder to
subscribe for one (1) new share against payment of the offer
price.
Subscription period
The subscription period for the new shares commences on
Saturday, 16 January 2010 at 9.00 am CET, and closes on Friday, 29
January 2010 at 5.00 pm CET. Preemptive rights that are not
exercised during the subscription period will lapse with no value,
and the holder of such preemptive rights will not be entitled to
compensation.
Listing and trading of the new shares
The new shares will be registered under a temporary ISIN
code (DK0060205185). The new shares will not be traded and
officially listed on NASDAQ OMX Copenhagen A/S under the temporary
ISIN code. The new shares are expected to be admitted to trading
and official listing under the ISIN code of the existing shares on
4 February 2010.
Trading in preemptive rights
The preemptive rights for the new shares may be traded on
NASDAQ OMX Copenhagen A/S from Wednesday, 13 January 2010 at 9.00
am CET, until Tuesday 26 January 2010 at 5.00 pm CET.
The preemptive rights will be admitted to trading and official
listing on NASDAQ OMX Copenhagen A/S under ISIN code
DK0060205268.
Expected timetable of principal events
|
Last day of trading in existing shares
including preemptive rights:
|
12 January 2010.
|
|
First day of trading in existing shares
excluding preemptive rights:
|
13 January 2010.
|
|
Trading period for preemptive rights commences:
|
13 January 2010 at 9.00 a.m. CET.
|
|
Allocation time of preemptive rights:
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15 January 2010 at 12.30 p.m. CET.
|
|
Subscription period for new shares commences:
|
16 January 2010 at 9.00 a.m. CET.
|
|
End date of trading period of the
preemptive rights:
|
26 January 2010 at 5.00 p.m. CET.
|
|
Subscription period for new shares closes:
|
29 January 2010 at 5.00 p.m. CET.
|
|
Announcement of the results of the Offering:
|
Not later than two business days after the end of the
subscription period (expected to be on 2 February 2010)
|
|
Completion of the Offering:
|
The Offering will only be completed when and if the new shares
subscribed are issued by Bavarian Nordic A/S after registration of
the capital increase with the Danish Commerce and Companies Agency,
which is expected to take place on 2 February 2010.
|
|
Admission of the new shares to trading
and official listing under the ISIN code
of the existing shares:
|
4 February 2010
|
Underwriting
The Offering is not
underwritten.
Joint Lead Managers
Nordea Markets (division of Nordea Bank Danmark A/S) and
SEB Enskilda, Skandinaviska Enskilda Banken AB (publ) (Copenhagen
Branch) are Joint Lead Managers for the
Offering.
Prospectus
Following publication the prospectus containing detailed
information on Bavarian Nordic and the Offering will be available
for inspection at Bavarian Nordic A/S' office, Hejreskovvej 10A,
DK-3490 Kvistgaard, Denmark. The prospectus is furthermore
available on the website - except to persons subject to legislation
prohibiting this - at www.bavarian-nordic.com, and will be
available from:
|
Nordea Bank Danmark A/S
Securities Operations/HH7324
P. O. Box 850
DK-0900 København C
Tlf.: +45 33 33 50 92
E-mail: prospekt.ca@nordea.com
|
SEB Enskilda, Copenhagen Branch
Silkegade 8
DK-1113 Copenhagen K
Tlf.: +45 36 97 74 00
E-mail: prospekt@enskilda.dk
|
Contact:
Anders Hedegaard, President & CEO.
Phone: +45 23 20 30 64
