Bavarian Nordic - Registration of the New Shares
Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into United States, Canada, Australia or Japan or any other jurisdiction where such distribution of this press release would be subject to legal restrictions.
This release does not constitute an offer of securities for sale in the United States, and the securities described herein may not be offered or sold in the United States absent registration or an exemption from registration; any public offering of securities to be made in the United States would be made by means of a prospectus that may be obtained from the issuer and that would contain detailed information about the company and management, as well as financial statements.
Copenhagen, Denmark, March 30, 2020 – Bavarian Nordic A/S (OMX: BAVA, OTC: BVNRY) (the “Company”) today announces that the offering (the "Offering") of 25,911,252 new shares (the "New Shares") has been registered with the Danish Business Authority and that consequently, the Company’s registered share capital is nominal DKK 583,003,170 divided into 58,300,317 shares with a nominal value of DKK 10 each.
The Offering raises gross proceeds to the Company of DKK 2,824 million with the net proceeds (gross proceeds less estimated costs of the Offering) expected to be approximately DKK 2,724 million.
The interim ISIN code of the New Shares will be merged with the ISIN code of the existing shares, DK0015998017, expected by April 2, 2020 at the latest.
Until such merger has been completed, the liquidity and market price of the New Shares under the interim ISIN code may be substantially different from the liquidity and market price of the existing shares.
The existing shares are admitted to trading and official listing on Nasdaq Copenhagen under the symbol “BAVA”.
Expected timetable of principal events
Official listing and trading of the New Shares under the existing ISIN code
April 1, 2020
Merger of the interim ISIN code of the New Shares and the ISIN code for the Existing Shares in VP Securities
April 2, 2020
The above timetable may be subject to changes. Any changes will be announced via Nasdaq Copenhagen.
The updated articles of association are attached to this announcement.
About Bavarian Nordic
Bavarian Nordic is a fully integrated biotechnology company focused on the development, manufacture and commercialization of life-saving vaccines. We are a global leader in smallpox vaccines and have been a long-term supplier to the U.S. Strategic National Stockpile of a non-replicating smallpox vaccine, which has been approved by the FDA, also for the protection against monkeypox. Our commercial product portfolio furthermore contains market-leading vaccines against rabies and tick-borne encephalitis. Using our live virus vaccine platform technology, MVA-BN®, we have created a diverse portfolio of proprietary and partnered product candidates designed to save and improve lives by unlocking the power of the immune system, including an investigational Ebola vaccine, licensed to Janssen. For more information visit www.bavarian-nordic.com.
This announcement includes forward-looking statements that involve risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should”, and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Bavarian Nordic 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. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
Investor Relations & Communications (EU)
Tel: +45 30 66 35 99
Graham Morrell, Paddock Circle Advisors (US)
Tel: +1 781 686 9600
Company Announcement no. 16 / 2020
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Bavarian Nordic in any jurisdiction where such offer or sale would be unlawful, and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
In any member state of the European Economic Area other than Denmark (each a "Relevant Member State"), this announcement is only addressed to, and is only directed at, investors in that Relevant Member State who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of Regulation 2017/1129.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
In addition to the European Economic Area restriction above, in the United Kingdom, this announcement is being distributed only to, and is directed only at, and any investment or investment activity to which this announcement relates is available only to persons who are “qualified investors” (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.
This announcement does not constitute a prospectus, and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in Bavarian Nordic, except on the basis of information in the Prospectus published by Bavarian Nordic in connection with the Offering and admission of securities to trading and official listing on Nasdaq Copenhagen on 6 March 2020. Copies of the Prospectus are available from the website of Bavarian Nordic. The Joint Global Coordinators and Managers and each of their affiliates are acting exclusively for Bavarian Nordic and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Bavarian Nordic for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the Offering, the Joint Global Coordinators, the Managers and any of their respective affiliates, acting as investors for their own accounts, may purchase preemptive rights and subscribe shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of Bavarian Nordic or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus to the preemptive rights and shares being issued, offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, such Joint Global Coordinator, Managers and any of their respective affiliates acting as investors for their own accounts. The Joint Global Coordinators and the Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.