Bavarian Nordic A/S launches a private placement at market price
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.
Kvistgård, Denmark, 30 November 2010 - Bavarian Nordic A/S (OMX: BAVA) launch today a private placement at market price with an offering between 800,000 and 1,050,000 new shares of nominal value DKK 10 each.
The Board of Directors of Bavarian Nordic has resolved to launch today an offering between 800,000 and 1,050,000 shares, at market price through an accelerated bookbuilding-proces. The offering represent between 6.7% and 8.8% of Bavarian Nordic's currently registered share capital. Gross proceeds are expected to be around DKK 150 - 210 million.
As described in the Interim Report for the period 1 January to 30 September 2010, Bavarian Nordic is in advanced discussions with a number of pharma companies over a partner deal with PROSTVAC™ and including a loan facility from Nordea, the Company expects to have a liquidity position of DKK 250 million by the end of 2010. Thus the company expects a negative cash flow in first quarter of 2011 of approximately DKK 200 million (before effect from any partner deal with PROSTVAC™), while cash flow for the remaining quarters of 2011 is expected to be positive. The liquidity position for early 2011 will be burdened by up-scaling of production of IMVAMUNE® and by delivery schedule to the US Government expected mainly to take place in second half of 2011. In order to have sufficient cash preparedness for the current partner discussions of PROSTVAC™ the Company has decided to launch the offering.
The offering will be made to institutional investors in Denmark and internationally at market price and without pre-emption rights to Bavarian Nordic's existing shareholders.
The bookbuilding process will open immediately and the result of the offering, offer price and allocation are expected to be announced as soon as practicable thereafter.
If the offering is oversubscribed, an individual allocation of shares will be made.
Joint Global Coordinators and Joint Bookrunners
Handelsbanken Capital Markets and Nordea Markets are Joint Global Coordinators and Joint Bookrunners, through which subscription orders may be placed and purchases may be made in the offering.
Resolution on share capital increase
The decision to launch an offering of between 800,000 and 1,050,000 new shares of a nominal value of DKK 10 each in a private placement is made pursuant to Articles 5a of Bavarian Nordic's articles of association by which the Board of Directors is authorised to make share capital increases.
After the new shares of nominal value DKK 10 each are subscribed, the nominal value of the share capital increase will represent between 6.7% and 8.8% of Bavarian Nordic's current nominal share capital of DKK 119.120.520, and will account for between 6.3% and 8.1% of Bavarian Nordic's registered share capital upon completion of the share capital increase. Assuming subscription of the new shares of nominal value DKK 10 each, the nominal share capital of Bavarian Nordic will amount to between DKK 127,120,520 and 129,620,520 divided into between 12,712,052 and 12,962,052 shares of nominal value DKK 10 each.
Admission for trading and official listing
NASDAQ OMX Copenhagen has confirmed that the new shares of nominal value DKK 10 each will be listed under the existing ISIN code for the existing shares, DK0015998017 after registration of the share capital increase with the Danish Commerce and Companies Agency. The temporary ISIN code DK0060262574 will not be listed on NASDAQ OMX Copenhagen, but only registered in VP Securities for subscription of the new shares of nominal value DKK 10 each and it will be merged with the existing ISIN code after registration of the share capital increase with the Danish Commerce and Companies Agency.
Expected timetable for the Offering
The offer price is expected to be announced through NASDAQ OMX Copenhagen no later than on 1/12 2010
Expected date of payment against delivery 6/12 2010
Expected date of registration of the capital increase with the Danish Commerce and Companies Agency 6/12 2010
Expected date for admission for listing of new shares under the existing ISIN code 8/12 2010
The new shares
The new shares of nominal value DKK 10 each will rank pari passu in all respects with existing Bavarian Nordic shares.
The new shares of nominal value DKK 10 each will be issued to bearer through VP Securities but may be registered in the name of the holder in the company's register of shareholders through the shareholder's account-holding bank.
The new shares of nominal value DKK 10 each will be negotiable instruments, and no restrictions will apply to their transferability. No shares in Bavarian Nordic carry or will carry any special rights.
Rights conferred by the new shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Commerce and Companies Agency.
Taxation and dividends
Dividend payments will be taxed pursuant to current legislation, including any applicable double taxation treaties. The new shares of nominal value DKK 10 each are eligible for any dividends payable in respect of the financial year ending December 31, 2010 and any other future dividend payments. However, Bavarian Nordic does not expect to pay dividend for the financial year ending December 31, 2010.
Bavarian Nordic is registered under CVR no. 16271187.
Bavarian Nordic's financial year runs from 1 January to 31 December.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) that are qualified investors within the meaning of Article 2(1)(e) of Directive 2003/71/EC (Prospectus Directive) and that are either (x) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (y) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i) and (ii) above together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This document is an advertisement and is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive").
In any EEA Member State that has implemented the Prospective 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.