NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE,
DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL
Active Biotech announces rights
issue of approximately SEK 48 million
The board of
directors of Active Biotech AB (publ) ("Active Biotech" or the
"Company") has resolved to make a rights issue of approximately SEK
48 million before issue costs.
The shareholders
of the Company shall be entitled to subscribe for the new shares
with pre-emptive rights, whereby two existing shares shall entitle
to subscription for one new share. The subscription price shall be
SEK 1 per share. Subscription shall be made during the period 28
March - 11 April 2018. The Board's proposal is submitted to an
extraordinary general meeting to be held on 19 March 2018.
The Company has
entered subscription commitments and issue guarantee of
approximately SEK 30 million, corresponding to approximately 61
percent of the rights issue.
Background and
reasons
The partnership agreements with
Teva and NeoTX remain a decisive factor to the Company's future
revenues and financial position. Teva finances a Phase 2 study of
laquinimod for Huntington's disease, where results are expected
during the second half of 2018. In addition, NeoTX is expected to
initiate the clinical development of ANYARA in combination with an
immunostimulating PD-1 inhibitor during the second half of 2018.
The Company focuses its activities to secure value growth and to
conduct commercial activities aimed at entering new partnership
agreements for the other projects; tasquinimod in multiple myeloma,
paquinimod for SSc and SILC in immuno-oncology.
The rights issue that is now being
made aims at providing Active Biotech with the financial stability
required to await the outcome of the ongoing clinical studies and
to conduct negotiations with partners regarding the other
development projects. The proceeds from the rights issue,
approximately SEK 48 million at full subscription, are intended to
be used mainly for general working capital purposes. The Company's
existing liquidity, the proceeds from the rights issue, proceeds
from planned divestment of the Company's property, together with
revenues from existing and anticipated partnership agreements, are
expected to finance the operations in accordance with existing
plans.
The rights
issue
The Board of Directors proposes
that the Company's share capital shall be increased with not more
than SEK 250,000 through issue of not more than 48,412,160 new
shares.
The shareholders of the Company
shall be entitled to subscribe for the new shares with pre-emptive
rights, whereby two existing shares shall entitle to subscription
for one new share. Subscription can also be made without any
pre-emptive rights, as set forth in the complete issue
resolution.
The subscription price in the
rights issue shall be SEK 1 per share. The record date for the
right to participate in the rights issue shall be 26 March 2018.
Subscription for new shares shall be made during the period 28
March - 11 April 2018. The last day for trading in the Active
Biotech share including the right to participate in the rights
issue is 22 March 2018.
MGA Holding AB, Nordstjernan AB,
Peter Sjöstrand and Peter Thelin (with companies) have undertaken
to subscribe for their respective pre-emptive parts of the rights
issue, corresponding to approximately 41 percent of the rights
issue. In addition, Peter Thelin has entered an issue guarantee of
SEK 10 million, corresponding to approximately 21 percent of the
rights issue. Accordingly, the rights issue is covered by
subscription commitments and issue guarantee of approximately SEK
30 million, corresponding to approximately 61 percent of the rights
issue. The above mentioned parties have also undertaken to vote in
favour of the rights issue at the extraordinary general
meeting.
The Board's proposal on the rights
issue will be submitted to an extraordinary general meeting to be
held on 19 March 2018. Notice of the general meeting will be
announced through a separate press release today. A prospectus
regarding the rights issue will be made public before the
subscription period begins.
Preliminary
timetable
22 March 2018 |
Last day for trading in the Active Biotech share including
the right to participate in the rights issue. |
26 March 2018 |
Record date for the right to participate in the rights
issue. |
28 March - 11 April 2018 |
Subscription period |
28 March - 9 April 2018 |
Trading in subscription rights |
Financial
calender
In light of the rights issue,
Active Biotech will make public its interim report for the first
quarter 2018 on 17 May 2018, instead of 26 April 2018 as previously
announced.
Advisors
Advokatfirman Vinge is legal
advisor to Active Biotech in connection with the rights issue.
For more
information, please contact:
Helén Tuvesson, President and
CEO
Tel. +46 46 19 21 56
Hans Kolam, CFO
Tel. +46 46 19 20 44
Active Biotech AB
(publ) (NASDAQ Stockholm: ACTI) is a biotechnology company with
focus on neurodegenerative/inflammatory diseases and cancer.
Laquinimod, an orally administered small molecule with unique
immunomodulatory properties is in development for neurodegenerative
diseases in partnership with Teva Pharmaceutical Industries Ltd.
ANYARA, an immunotherapy, in development for cancer indications in
partnership with NeoTX Therapeutics Ltd. Furthermore, commercial
activities are conducted for the tasquinimod, paquinimod and SILC
projects. Please visit www.activebiotech.com for more
information.
Active Biotech
AB
(Corp. Reg. No. 556223-9227)
Box 724, SE-220 07 Lund,
Sweden
Tel: +46 (0)46 19 20 00
This is
information that Active Biotech AB is obliged to make public
pursuant to the EU Market Abuse Regulation. This information was
submitted for publication, through the agency of the contact person
set out above, at 08.31 CET on 15 February 2018.
IMPORTANT
INFORMATION
This press release is not an offer
to subscribe for shares in Active Biotech and investors should not
subscribe for or purchase any securities, except on the basis of
information provided in the prospectus.
This press release may not be made
public, released or distributed, directly or indirectly, in or into
the United States, Australia, Japan or Canada or in any other
jurisdiction in which the distribution of this press release would
be unlawful. Further, this press release does not constitute an
offer to sell new shares, paid subscribed for shares ("BTA") or
subscription rights to any person in any jurisdiction in which it
is unlawful to make such offer to such person or where such action
would require additional prospectuses, registration or other
measures other than those pursuant to Swedish law. The prospectus,
application form and other documents associated with the rights
issue may not be distributed in or to any country where such
distribution or the rights issue would require such measures set
forth in the preceding sentence or be in violation of the
regulations of such country.
The new shares, BTAs and
subscription rights have not been recommended or approved by any
United States federal or state securities commission or regulatory
authority. No new shares, BTAs, subscription rights or other
securities issued by Active Biotech have been or will be registered
under the U.S. Securities Act of 1933, as amended, or under the
securities legislation in any state of the United States, and may
not be offered, exercised or sold in the United States absent
registration or an applicable exemption from registration
requirements. There is no intention to register any portion of the
offering in the United States or to conduct a public offering of
securities in the United States.
The Company has not authorized any
offer of the securities referred to herein to the public in any
country in the European Economic Area ("EEA") other than Sweden. In
other member states in the EEA, the securities may only be offered
to (i) any legal entity which is a qualified investor as defined in
the Directive 2003/71/EC (the "Prospectus Directive"); or (ii) any
person falling within Article 3(2) of the Prospectus Directive.
In the United Kingdom, this
communication is only being distributed to, and is only directed at
"qualified investors" (as defined in section 86(7) of the Financial
Services and Markets Act 2000) who are (i) investment professionals
falling within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) persons falling within Article 49(2)(a) to (d)
("high net worth companies, etc.") 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. Any person who is not a relevant
person should not take any action on the basis of this
communication and should not act or rely on it or any of its
contents.
This press release may contain
forward-looking statements which reflect Active Biotech's current
view on future events and financial and operational development.
Words such as "intend", "will", "expect", "anticipate", "may",
"plan", "estimate" and other expressions that imply indications or
predictions of future development or trends, constitute
forward-looking statements. Forward-looking statements inherently
involve both known and unknown risks and uncertainties as they
depend on future events and circumstances. Forward-looking
statements do not guarantee future results or development and the
actual outcome could differ materially from the forward-looking
statements. The information, opinions and forward-looking
statements included in this press release speak only as of its date
and are subject to change without notice.
press-release-rights-issue-20180215
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Active Biotech via Globenewswire
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