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Press release
25 May 2018
Nuevolution completes a directed issue raising gross proceeds of SEK 110m
Nuevolution AB (publ) (“Nuevolution” or the “Company”) has, based on the authorization given by Nuevolution’s Annual General Meeting on 12 October 2017 and in accordance with what the Company indicated in a press release on 24 May 2018, resolved to carry out a directed share issue at a subscription price of SEK 16.50 per share. The subscription price corresponds to a discount of approximately 8 percent compared with the volume weighted average price of the Nuevolution share during the last 30 trading days. The subscription price has been determined through an accelerated book-building procedure.
A group of Swedish and international investors as well as the existing shareholders Industrifonden, SEB Pensionsstiftelse and Sunstone Capital have subscribed for shares in the directed issue. The Company believes that using the flexibility provided by the non-preemptive placing is the most appropriate way to diversify the shareholder base among Swedish and international institutional investors and at the same time raise capital in a time efficient manner. The Company intends to use the proceeds from the directed share issue to continue expansion of its pipeline to allow more programs to be advanced, to advance specific programs towards becoming clinical development ready and to overall further strengthen the Company’s deal making ability.
Alex H. Gouliaev, CEO of Nuevolution, comments: “We are very pleased to inform about this capital injection that allows us to expand our pipeline activities and advance our pipeline further towards future clinical development and further partnering. Through the directed issue, Nuevolution has also achieved one of its key goals being the strengthening of its shareholder base with several institutional investors joining the current owners. We would like to welcome our new investors and also like to thank the existing owners for their continued confidence. Overall this transaction provides the company a strong foundation for a number of value creating activities in 2018 and beyond.”
The directed share issue is expected to raise proceeds for the Company of SEK 110 million before transaction costs. The subscription price has been determined through an accelerated book-building procedure. The directed share issue will result in an increase of the number of shares in Nuevolution of 6,666,667, from 42,858,236 to 49,524,903, and an increase in the share capital by SEK 6,666,667, from SEK 42,858,236 to SEK 49,524,903, resulting in a dilution of approximately 13 percent for Nuevolution’s existing shareholders after the directed share issue.
In order to facilitate the delivery of shares to the investors in the directed share issue, Industrifonden will lend shares to Carnegie Investment Bank. The shares will be returned after the directed share issue has been registered with the Swedish Companies Registration Office.
In connection with the directed share issue, the Company has agreed to a lock-up undertaking, with customary exceptions, on future share issuances for a period of 90 calendar days after the settlement date. In addition, in connection with the directed share issue, the management, board members, Industrifonden, SEB Pensionsstiftelse, SEB Utvecklingsstiftelse, SEB Venture Capital and Sunstone Capital have agreed not to sell any shares in Nuevolution during the lock-up period, subject to customary exceptions.
Advisers
Carnegie Investment Bank AB (publ) acted as Bookrunner and Redeye acted as Joint Lead Manager and Vinge acted as legal counsel to the Company in connection with the directed share issue.
For more information, please contact:
Alex Haahr Gouliaev, CEO
Phone: +45 3913 0902
E-mail: ahg@nuevolution.com
Henrik Damkjaer Simonsen, CFO
Phone: +45 3913 0947
E-mail: hs@nuevolution.com
This is information that Nuevolution AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was sent for publication, through the agency of the contact persons set out above, on 25 May 2018 at 08:00 CET.
About Nuevolution AB (publ)
Nuevolution AB (publ) is a leading small molecule drug discovery biotech company founded in 2001, and headquartered in Copenhagen, Denmark. Nuevolution partners its discovery platform and programs with pharmaceutical and biotechnology companies to seek future benefit of patients in need of novel medical treatment option. Nuevolution’s internal programs are focused on therapeutically important targets within inflammation, oncology and immuno-oncology.
Nuevolution AB (publ) is listed at Nasdaq First North in Stockholm, Sweden (ticker: NUE). Redeye AB acts as Certified Advisor to Nuevolution AB (publ). More information about Nuevolution can be found on: www.nuevolution.com.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company 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 or distributed, directly or indirectly, to the United States, Australia, Canada, Japan or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law.
This announcement is not and does not form a part of any offer or solicitation to acquire, subscribe, sell or in any other way trade with shares or other securities in Nuevolution. This document has not been approved by any regulatory authority, and the information is not a prospectus in accordance with the requirements of EU Directive 2003/71 / EC (the “Prospectus Directive”). 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 Directive.
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 document and should not act or rely on it.
Forward-looking statements
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, including with respect to prospects for pharmaceutical treatments and studies. 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation 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.
