Immunicum has completed a private placement and resolved on a fully underwritten rights issue
Göteborg, Sweden, 2014-04-02 08:50 CEST (GLOBE NEWSWIRE) -- Not for distribution, directly or indirectly, in or into the United States, Australia, Canada, Singapore, Switzerland, South Africa, Japan, Hong Kong or New Zealand or in any jurisdiction in which the distribution or release of this press release would be unlawful.
Immunicum AB (publ) ("Immunicum" or the "Company") has successfully completed a private placement of 3,500,000 shares at a price of SEK 16.00, raising a total of SEK 56 million before issue costs. The board of directors of Immunicum has also resolved on a rights issue of new shares, raising a maximum of SEK 44,080,000, on the following terms:
- The Company's current shareholders have preferential right to subscribe for the new shares
- Up to 2,755,000 new shares will be issued in the rights issue.
- Record date is set to 11 April 2014
- Five (5) existing shares entitle the holder to subscribe for one (1) new share
- Subscription price is set to SEK 16.00, which corresponds to the price in the private placement
- Subscription period runs 14-28 May 2014
- The rights issue is fully underwritten
The share issues will together bring Immunicum gross proceeds of approximately SEK 100 million.
The proceeds from the share issues are mainly intended to be used to finance the company through its planned kidney cancer (RCC) clinical phase II study until expected termination of the study in 2017, in addition to completing the ongoing clinical phase I/II study in liver cancer (HCC).
After the private placement and assuming a fully subscribed rights issue, the total number of shares will amount to 20,030,000, of which the new shares represent approximately 31 percent. The Company's share capital will increase by up to SEK 312,750, from SEK 688,750 to up to SEK 1,001,500.
The board of directors of Immunicum has, pursuant to an authorization from the general meeting held on 3 December 2013, resolved to issue 3,500,000 new shares through a private placement directed to a group of qualified Swedish and international investors (the "Private Placement").
The price of the new shares was set to SEK 16.00 per new share through a book building procedure. Through the Private Placement the Company has raised SEK 56 million before issue costs.
The newly issued shares carry the right to dividend on the first record date for dividend following the registration of the shares with Euroclear Sweden AB.
The reason for deviating from the shareholders' preferential rights by conducting a directed new share issue is to secure capital and strengthen the shareholder base, and thereby promoting Immunicum' s ability to create further value for all shareholders.
Investors who subscribed for shares in the Private Placement will not be eligible for subscription rights on the basis of their new shares.
The board of directors of Immunicum has, pursuant to an authorization from the general meeting held on 3 December 2013, resolved to issue up to 2,755,000 new shares, where the current shareholders has preferential right to subscribe for new shares (the "Rights Issue"). The Company's shareholders will have preferential right to subscribe for new shares in relation to the number of shares owned on the record date. If the Rights Issue is fully subscribed, the gross proceeds will amount to SEK 44,080,000 and the share capital will be increased by up to SEK 137,750.
Existing shareholders whose ownership corresponds to approximately 42 percent of the share capital have undertaken not to use or sell the subscription rights they are assigned in connection with the Rights Issue. This is to give the opportunity to the Company's existing shareholders to subscribe for shares in excess of their preferential rights in order to principally maintain their share of votes and equity in Immunicum upon completion of both share issues.
Shares not subscribed for by way of subscription rights can be subscribed for by shareholders and other external investors without subscription rights, thereafter allotment will be made in accordance with the board of directors' principles.
The Rights Issue is fully underwritten by a guarantee consortium put together by Pareto Securities AB.
Those who on the record date, 11 April 2014, own shares in the Company will be granted subscription rights. For each (1) existing share, one (1) subscription right is received. Five (5) subscription rights entitles the holder to subscribe for one (1) new share at a subscription price of SEK 16.00 per share.
The subscription price represents a discount to TERP (theoretical ex-rights price) of 35 percent after both share issues based on yesterday's closing price of SEK 28.60 per share.
Through the Rights Issue, the Company's share capital increases by a maximum of SEK 137,750 and the number of shares increase by a maximum of 2,755,000.
The subscription period runs from 14 May to 28 May 2014. The board of directors may extend the subscription period and the payment period. Trading in subscription rights will take place on NASDAQ OMX First North from 14 May to 23 May 2014. Subscription rights not exercised for subscription on 28 May 2014 or sold by 23 May 2014 will be void and without value.
8 April 2014 Last day of trading in the Company's shares with the right to receive subscription rights
11 April 2014 Record date for the Rights Issue
14 May 2014 - 23 May 2014 Trading in subscription rights
14 May 2014 - 28 May 2014 Subscription period
Around 3 June 2014 Announcement of result of the Rights Issue
The resolutions to issue new shares are available on the Company's website. In addition, detailed terms for the Rights Issue will be described in the prospectus expected to be published on or about 12 May 2014 which will be available on the Company website,www.immunicum.com.
Pareto Securities AB is acting as financial adviser and sole bookrunner in the Private Placement and the Rights Issue.
For further information please contact:
Jamal El-Mosleh, CEO of Immunicum, +46 31 41 50 53,
About Immunicum AB (publ):
Immunicum AB (publ) develops cancer immunotherapies. Its two main groups of therapeutic cancer vaccines, SUBCUVAX® and INTUVAX®, and the method of expansion of tumor-specific T-cells (CD70) is based on the Nobel prize awarded discovery of the dendritic cell and its central role in the activation of the specific immune response. Since the raw material consists of allogeneic dendritic cells, Immunicum's products can be produced in large scale. The vaccines are now undergoing clinical trials in renal cell carcinoma and hepatocellular carcinoma.
Redeye AB is chosen as the Company's Certified Adviser.
Tel: 08-545 013 31. www.redeye.se
The information in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, New Zeeland, Hong Kong, Japan, Canada, Singapore, Switzerland or South Africa. The distribution of this press release in certain other jurisdictions may be restricted. The information in this press release shall not constitute an offer to sell or the solicitation of an offer to purchase any securities in Immunicum 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 offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. Immunicum does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being distributed or sent and may not be distributed or sent to the United States, Australia, New Zeeland, Hong Kong, Japan, Canada, Singapore, Switzerland or South Africa.
This document has not been approved by any regulatory authority. This document is a press release and not a prospectus and investors should not subscribe for, or purchase any securities referred to in this document, except on the basis of information that will be provided in the prospectus to be published by Immunicum on its web site in due course.
European Economic Area
Immunicum has not resolved to offer to the public shares or rights in any Member State of the European Economic Area other than Sweden and any other jurisdiction into which the offering of shares or rights may be passported. Within such Member States of the European Economic Area other than Sweden (and any other jurisdiction into which the offering of shares or rights may be passported) and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken as of this date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result hereof, the shares or rights may only be offered in Relevant Member States: (a) to a qualified investor (as defined in the Prospectus Directive or under applicable law); or (b) in any other respect that does not require that Immunicum publishes a prospectus in accordance with Article 3(2) of the Prospectus Directive.
For the purposes hereof, the expression an "offer to the public of shares or rights" in any Relevant Member State means the communication, in any form, of sufficient information on the terms of the offer and the shares or rights to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in a Relevant Member State due to the implementation of the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC including any relevant implementing measure in each Relevant Member State.
Pareto Securities AB is acting for Immunicum and no one else in connection with the Rights Issue and the Private Placement and will not be responsible to anyone other than Immunicum for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue, the Private Placement and/or any other matter referred to in this announcement.
Pareto Securities AB accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Pareto Securities AB, or on its behalf, in connection with Immunicum and the new shares, the Rights Issue or the Private Placement, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Pareto Securities AB accordingly disclaims to the fullest extent permitted by law all responsibility and liability whether relating to damages, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.
This press release contains forward-looking statements that reflect management's current views with respect to future events and potential financial performance. Although Immunicum believes that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results can differ materially from those set out in the forward-looking statements as a result of various factors. You are advised to read this announcement, and the prospectus and the information incorporated by reference therein once available, in their entirety for a further discussion of the factors that could affect the Immunicum's future performance and the industries in which Immunicum operates. In light of these risks, uncertainties and assumptions, it is possible that the events described in the forward-looking statements in this announcement may not occur.