Vicore Pharma intends to carry out a directed share issue
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Gothenburg, July 2, 2020 – Vicore Pharma Holding AB (publ) (“Vicore Pharma” or the “Company”), today announces its intention to execute a directed share issue corresponding to approximately SEK 160 million to institutional investors. HealthCap VII L.P., representing approximately 27.3 percent of the total number of shares in the Company, has expressed its intention to subscribe for shares corresponding to SEK 40 million in the issue. Vicore Pharma has engaged DNB Markets, Pareto Securities and Zonda Partners to explore the possibilities to conduct the directed share issue.
Vicore Pharma intends to use the potential issue proceeds to finance (i) preparations for a pivotal study of VP01 in Idiopathic Pulmonary Fibrosis (IPF), including toxicity studies, development of a commercial formulation and production related activities, (ii) preparations for a pivotal study of VP01 in COVID-19, (iii) the acceleration of the development of follow-on molecules to VP01 through funding of preclinical development and a Phase I study (healthy volunteers), and (iv) general corporate purposes in order to prolong the time period before the Company may require additional funding until the second quarter of 2023.
The share issue is intended to be carried through an accelerated bookbuilding process which commences immediately after the announcement of this press release. The directed share issue is contingent on a resolution by the board of directors, which alongside pricing and allocation of the new shares is expected to take place before the beginning of trading on Nasdaq Stockholm at 09:00 CEST on July 3, 2020. The timing for the last application to subscribe, pricing and allocation in the bookbuilding is decided at the discretion of the Company in consultation with its financial advisors and the board of directors may at any moment decide to terminate the bookbuilding process. The Company will announce the outcome of the bookbuilding and the share issue through a press release.
The share issue is intended to be carried out with deviation from the shareholders’ preferential rights and pursuant to the share issue authorisation granted by the annual general meeting held on May 20, 2020. The purpose of the share issue and the reason for the deviation from the shareholders’ preferential rights is to be able to carry out a capital raise in a timely and cost effective manner to finance the development of the Company’s projects. The share issue is subject to a resolution to issue shares by Vicore Pharma’s board of directors, pursuant to the share issue authorisation granted by the annual general meeting held on May 20, 2020, following the close of the bookbuilding process.
A resolution to issue shares by virtue of the authorisation in accordance with the above entails that the company, during the previous twelve month period, has issued shares exceeding 20 percent of the total number of outstanding shares in the company during the same period. Thus, the company will have to prepare a prospectus for the admission of trading of the newly issued shares. In the interest of an efficient settlement of the directed share issue, the company’s main owner HealthCap VII L.P. (“HealthCap”) has entered into a share lending agreement with the company, through which HealthCap lend the company shares to enable settlement. The lent shares will be redelivered to HealthCap as soon as a prospectus has been approved by the Swedish Financial Supervisory Authority. A prospectus is expected to be approved in August 2020 and in connection with the approval, the directed share issue will be registered with the Swedish Companies Registration Office.
In connection with the share issue, the Company has agreed to a lock-up undertaking, with customary exceptions, on future share issuances for a period of 90 days following the settlement date. In addition, in connection with the share issue, HealthCap VII L.P. and the Company’s board of directors and management have agreed not to sell any shares in the Company during the lock-up period of 90 days from the settlement date, subject to customary exceptions.
The Company has retained DNB Markets, Pareto Securities and Zonda Partners as Joint Bookrunners in the transaction. Vinge acts as legal adviser to Vicore Pharma and Baker McKenzie acts as legal adviser to the Joint Bookrunners.
For further information, please contact:
Carl-Johan Dalsgaard, CEO, tel: +46 70 975 98 63, firstname.lastname@example.org
Hans Jeppsson, CFO, tel: +46 70 553 14 65, email@example.com
This information is such that Vicore Pharma Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above on July 2, 2020 at 17:31 CEST.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and persons in such jurisdiction should inform themselves of and adhere to such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Vicore Pharma in any jurisdiction.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act“), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into Australia, , Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa, Switzerland, the United Kingdom, the United States of America, or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no offering prospectus has been or will be prepared in connection with the directed share issue. 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.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s a future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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 press release, unless it is not required by law or Nasdaq Stockholm rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II“); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements“), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment“). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company are compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the directed share issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.