Vicore Pharma has completed a directed share issue of SEK 336 million
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Gothenburg, February 10, 2021 – Vicore Pharma Holding AB (publ) (“Vicore Pharma” or the “Company”), announces, as indicated in the Company’s press release earlier today, that the Company has successfully completed a directed share issue of 11,200,000 shares, corresponding to SEK 336 million (the “Directed New Share Issue”). The subscription price in the Directed New Share Issue was set to SEK 30.0 per share and was subscribed for by Swedish and international institutional investors as well as certain existing shareholders, including Fjärde AP-fonden, Handelsbanken Fonder, HBM Healthcare Investments AG, HealthCap VII L.P., Invus Public Equities LP and Swedbank Robur Fonder.
The board of directors of Vicore Pharma has, as indicated in the Company’s press release on February 9, 2021, resolved on a directed share issue of 11,200,000 new shares at a subscription price of SEK 30.00 per share. The Directed New Share Issue is subject to approval at the Extraordinary General Meeting estimated to be held on or about March 5, 2021. Provided that the Extraordinary General Meeting approves the Directed New Share Issue, the Company will receive proceeds of SEK 336 million before transaction costs. The subscription price in the Directed New Share Issue has been determined through an accelerated bookbuilding procedure and corresponds to a premium of approximately 0.63 percent to the 10-day volume weighted share price of Vicore Pharma’s share, as traded on Nasdaq Stockholm. As the subscription price in the Directed New Share Issue has been determined through an accelerated bookbuilding procedure, it is the board of directors’ assessment that the subscription price has been determined in accordance with market conditions.
Vicore Pharma intends to use the issue proceeds to finance (i) the Phase III clinical trial in COVID-19 patients anticipated to start in Q2 2021 and expected to be fully recruited by the end of Q4 2021 (approximately SEK 250 million), (ii) C21 manufacturing and scale up activities including tech transfer, GMP manufacturing and GMP production of capsules (approximately SEK 50 million), (iii) strengthening the Company’s IPF franchise (approximately SEK 20 million) and (iv) general corporate purposes (approximately SEK 15 million).
“Based on the positive results from the Phase II trial in COVID-19 presented before year-end we are now preparing for a Phase III trial in patients with COVID-19. We are convinced that there will be a need also for therapeutics in addition to the vaccines to combat the pandemic” says Carl-Johan Dalsgaard, CEO of Vicore Pharma.
The reasons for the deviation from the shareholders' preferential rights is to further diversify the ownership base in the Company among Swedish as well as international institutional investors, and to raise capital in a time and cost-efficient manner.
The Directed New Share Issue is subject to approval at the Extraordinary General Meeting to be held on or about March 5, 2021. Notice for the Extraordinary General Meeting, including the board of directors’ complete proposal regarding the Issue, will be announced separately today.
Upon approval, the Directed New Share Issue will entail a dilution of approximately 15.6 percent. Through the Directed New Share Issue, the number of shares and votes outstanding will increase by 11,200,000 from 60,418,239 to 71,618,239. The share capital will increase by approximately SEK 5,600,000 from approximately SEK 30,209,119 to approximately SEK 35,809,119.
In connection with the Directed New Share Issue, the Company has agreed to a lock-up undertaking, with customary exceptions, on future share issuances for a period of 180 days following the date of completion of the Directed New Share Issue. In addition, HealthCap VII L.P. as well as the Company’s board of directors and management have agreed not to sell any currently held shares in the Company during the lock-up period of 90 days from the date of completion of the Directed New Share Issue, subject to customary exceptions.
Existing shareholders, including the Company's principal owners HealthCap VII L.P., Swedbank Robur Fonder, Fjärde AP-fonden, Protem Wessman AB, Handelsbanken Fonder and Länsförsäkringar Fonder, together holding approximately 58 percent of the shares and votes in the Company, have undertaken, or indicated an intention, to vote in favour of the board of directors’ resolution to issue new shares at the Extraordinary General Meeting.
The Company has appointed DNB Markets, Pareto Securities and Zonda Partners as Joint Bookrunners in the transaction. Vinge acted as legal adviser to Vicore Pharma and Baker McKenzie acted as legal adviser to the Joint Bookrunners.
For further information, please contact:
Carl-Johan Dalsgaard, CEO, tel: +46 70 975 98 63, 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 person set out above on February 10, 2021 at 00:20 CET.
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This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision to acquire or subscribe for shares in connection with the Directed New Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Joint Bookrunners. The Joint Bookrunners is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
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This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed New Share Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s 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’s 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 “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, 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 is 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 New 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.
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