Vicore Pharma resolves on directed share issues and publish notice for an extraordinary shareholders’ meeting
NOT FOR DISTRIBUTION OR PUBLIC RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH MEASURES WOULD BE IN VIOLATION OF APPLICABLE REGULATIONS. 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 has also been published in Swedish on February 23rd at 8.30 CET.
The Board of Directors of Vicore Pharma Holding AB has resolved on two directed share issues, one pursuant to authorization from the general annual meeting in 2016 comprising two million shares and a second subject to approval by the extraordinary shareholders’ meeting comprising one and a half million shares. Both share issues are directed to an international healthcare specialist investor together with several Swedish institutional investors. Shareholders representing approximately 63% of the shares and votes in Vicore Pharma Holding have committed to vote in favour of the share issue at the forthcoming extraordinary shareholders meeting.
- The Board of Directors of Vicore Pharma Holding AB (publ) (”Vicore Pharma” or the “Company”) has resolved on two directed share issues, one pursuant to authorization from the general annual meeting in 2016 comprising two million shares (”Tranche 1”) and a second issue subject to approval by the extraordinary shareholders meeting comprising one and a half million shares, (”Tranche 2”), in total approximately SEK 56 million (the ”Share Issues”).
- The subscription price for the Share Issues is set at SEK 16 per share.
- The Share Issues are directed at an international healthcare specialist investor and several reputable Swedish institutional investors.
- Shareholders representing approximately 63% of the shares and votes in Vicore Pharma Holding have committed to vote in favour of Tranche 2 at the forthcoming extraordinary shareholders meeting.
- The Board of Directors of the Company has today published a notice for an extraordinary shareholders meeting to resolve on Tranche 2 (see separate press release containing the notice for complete information) to be held on March 27, 2017. (the “Extraordinary shareholders meeting”).
- The proceeds from the Share Issues will primarily be used for the clinical development of C21 through Phase Ib for idiopathic pulmonary fibrosis (IPF). The proceeds are also expected to suffice for the financing of a clinical formulation for C21, interaction studies, a longer toxicity study and a conceptual clinical study in diabetes.
Background and reasons
To accelerate the clinical development of Vicore Pharma’s lead drug candidate C21 for the treatment of idiopathic pulmonary fibrosis (IPF) and other forthcoming clinical studies the Board of Directors has decided on the Share Issues. The proceeds from the Share Issues will primarily be used for the development of C21 and on the condition that both share issues are executed, the proceeds are expected to suffice to bring C21 through Phase Ib for IPF. The Share Issues are also expected to finance the development of a solid clinical formulation for C21, interaction studies, a longer toxicity study and conceptual clinical study in diabetes. The Share Issues will also allow for company to secure a larger owner share for Swedish and international institutional investors. Collectively, the financial impetus realized through the planned share issues allow for the company technology to be evaluated in Phase II studies for disease areas where there is currently a void for effective treatment.
”We are extremely happy that our technology has demonstrated so convincing results and has reached such level of maturity that it now attracts capital from international institutional investors with the qualified requirements such investors put up on their investment objects. It is our strong belief that the new shareholders will benefit the company substantially and thereby also bring value to the current shareholders in the company” says Göran Wessman, chairman of the Board of Directors in Vicore Pharma Holding”
On the operational plane the projected financial reinforcement and the new shareholders allow us to execute a strong development plan which will further increase the interest for the company’s drug technology” says Per Jansson, Managing Director in Vicore Pharma.
The Share Issues
The Board of Directors has resolved on two directed share issues, one comprising two million shares and the second comprising one and a half million shares, in total three and a half million shares. Tranche 1 has been fully subscribed and will be paid on February 27, 2017 and Tranche 2 requires approval on the forthcoming extraordinary shareholders meeting but will, according to entered agreements, be fully subscribed, foremost by an international healthcare specialist investor and several reputable Swedish institutional investors. A large portion of the new shares will be subscribed for by one of Europe’s largest and most renowned healthcare specialist investors. The subscription price has been set at SEK 16 and has been determined through a so called private placement procedure. Shareholders representing approximately 63% of the shares and votes in Vicore Pharma Holding including Protem Wessman, Pomona-gruppen AB, Mikael Lönn, Kjell Stenberg, Eriksam Invest AB, Göran Wessman and Per Jansson have in writing undertaken to vote in favour of Tranche 2 at the forthcoming extraordinary shareholders meeting.
The reasons for the deviation from the shareholders’ pre-emption rights are that the Company shall, in a timely manner, be able to secure the Company’s capital need for the operations, as well as to broaden the ownership structure of the Company with strategic and institutional investors , which is also supported by the Company’s largest shareholders, who are not participating in the issue. Through the Share Issues the share capital will increase by SEK 1,750,000 to SEK 7,934,251.92, a 22% dilution of the amount of shares and votes. The extraordinary shareholders meeting will be held on March 27, 2017 in Mölndal.
The total proceeds from the Share Issues will amount to SEK 56 million before issue costs.
Approximately 180,000 shares will be issued to Recall Capital as a repayment step in respect of the loan which the Company informed of in January 2017. Through this repayment the loan agreement between Vicore Pharma and Recall Capital will be terminated and the shares that Protem Wessman lent Recall Capital will be returned.
For more information in respect of the extraordinary shareholders meeting and the investors who are entitled to subscribe please refer to the separate press release containing the notice for the Extraordinary shareholders’ meeting.
Vicore Pharma Holding has in conjunction with the transactions engaged Zonda Partners as advisor, Carnegie Investment Bank as financial advisor and Vinge as legal advisor.
For further information, please contact:
Göran Wessman, chairman of the Board of Directors
Tel: +46 (0)708-16 14 50 or e-mail: firstname.lastname@example.org
Per Jansson, Managing Director
Tel: +46 (0)709-17 47 46 or e-mail: email@example.com
About Vicore Pharma Holding AB (publ)
Vicore Pharma is a clinical stage biopharmaceutical company. The company develops pharmaceuticals acting on the so called AT2 receptor. The company vision is to establish selective agonists to the AT2 receptor as a new and efficatious class of drugs for serious disease. The first drug candidate named C21 is focused on the treatment of idiopathic pulmonary fibrosis, a severe lung disease. For further information please view www.vicorepharma.com
This information is such information that Vicore Pharma 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, at 8:30 am CET on February 23, 2017.
The Vicore Pharma Holding share is listed on Nasdaq Stockholm First North and trades under the ticker VICO. The company´s Certified Adviser is Redeye AB