Disclaimer
Access to the information and documents on this part of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.
DISCLAIMER – IMPORTANT
Due to applicable legal restrictions, the information contained in this section of the website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), the United Kingdom, Australia, Canada, Israel, Japan, South Africa or Switzerland, or any other jurisdiction in which such release, publication or distribution might constitute a violation of the local securities laws or regulations of such jurisdiction. We apologise for any inconvenience this may cause. Click here to return to the homepage.
Important information
Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.
The information contained in this section of the website of Oncopeptides AB (publ) (the “Company”) (a) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to (i) persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, Israel, Japan, South Africa or Switzerland and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any securities of the Company in the United States, Australia, Canada, Israel, Japan, South Africa, Switzerland or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
The securities of the Company referred to in this section of the Company’s website (the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States and may not be offered or sold within the United States unless the Securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the Securities will be sold only to “qualified institutional buyers” (as defined in Rule 144A in the Securities Act) (“QIBs”), pursuant to an exemption from registration under the Securities Act. All offers and sales of the Securities outside the United States will be made in compliance with Regulation S under the Securities Act and in accordance with applicable law.
The Securities have not been and will not be registered under the applicable securities laws of Australia, Canada, Israel, Japan, South Africa, Switzerland or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or sold or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Israel, Japan, South Africa, Switzerland or any other jurisdiction in which it would be unlawful or would require registration or other measures.
In the United Kingdom, the information contained in this section of the Company’s website is only being distributed to and is only directed at “Qualified Investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”), who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons above together being referred to as “relevant persons”). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the information contained in this section of the Company’s website.
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Press release
Oncopeptides publishes final outcome in the fully guaranteed rights issue
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ONCOPEPTIDES AB (PUBL). SEE ALSO THE SECTION “IMPORTANT INFORMATION” BELOW IN THIS DOCUMENT.
Oncopeptides AB (publ) (“Oncopeptides” or the “Company”) hereby announces the final outcome of the fully guaranteed rights issue of approximately SEK 314 million before deduction of costs related to the rights issue (the “Rights Issue”). The subscription period in the Rights Issue ended on 3 May 2024. The final outcome shows that 98,415,644 ordinary shares, corresponding to approximately 82 percent of the offered ordinary shares, have been subscribed for by exercise of subscription rights in the Rights Issue. Additionally, applications for subscription of 14,909,424 ordinary shares without subscription rights, corresponding to approximately 12 percent of the offered ordinary shares, have been submitted. Together, subscriptions by exercise of subscription rights and application for subscriptions without subscription rights correspond to approximately 94 percent of the offered ordinary shares in the Rights Issue. Thus, guarantee commitments of 7,261,101 ordinary shares, corresponding to approximately 6 percent of the offered ordinary shares, will be utilised. The Rights Issue will provide the Company with approximately SEK 314 million before deduction of transaction costs related to the Rights Issue.
The Rights Issue encompassed 120,586,169 new ordinary shares, of which 98,415,644 ordinary shares, corresponding to approximately 82 percent of the offered ordinary shares, have been subscribed for by exercise of subscription rights. Additionally, applications for subscription of 14,909,424 ordinary shares without subscription rights have been submitted, corresponding to approximately 12 percent of the offered ordinary shares. Thus, guarantee commitments of 7,261,101 ordinary shares, corresponding to approximately 6 percent of the offered ordinary shares, will be utilised. The subscription price was SEK 2.60 per new ordinary share. Through the Rights Issue, the share capital will be increased by approximately SEK 13,398,463.77, from approximately SEK 10,511,120.09 to approximately SEK 23,909,583.86, by a new issue of 120,586,169 new ordinary shares, resulting in the total number of shares increasing from 94,600,077 shares to 215,186,246 shares[1].
Allotment of shares subscribed for without subscription rights will be made in accordance with the principles outlined in the prospectus regarding the Rights Issue that was published by Oncopeptides on 17 April 2024. Around 7 May 2024, a settlement note will be sent to those who have received allotment of shares as confirmation of the allotment of shares subscribed for without subscription rights. No confirmation will be sent to subscribers who received no allotment. Payment for subscribed and allocated shares is to be made in cash in accordance with the instructions on the settlement note sent to those who have received allotment of shares. Nominee-registered shareholders will receive a notification of allotment in accordance with the respective nominee’s procedures.
The last day for trading in paid subscribed shares (BTA) will be on 13 May 2024. The first day of trading in the new shares on Nasdaq Stockholm is expected to be on or around 17 May 2024.
Lock-up undertakings
In connection with the Rights Issue, the Company has agreed to a lock-up undertaking, subject to customary exceptions, whereby the Company’s Board of Directors may not propose or resolve on any new share issuances for a period of 180 calendar days after the announcement of the outcome of the Rights Issue, provided, however, that the Company shall have the right to issue and transfer warrants to the European Investment Bank – EIB (in accordance with the agreement prior entered into between the Company and EIB). In addition, the members of the Board of Directors and shareholding senior executives of the Company have agreed not to sell any shares in Oncopeptides for a period of 180 calendar days after the announcement of the outcome of the Rights Issue, subject to customary exceptions.
Advisors
Carnegie Investment Bank AB (publ), DNB Markets, a part of DNB Bank ASA, Sweden Branch and Zonda Partners AB acted as Joint Bookrunners in connection with the Rights Issue. Advokatfirman Vinge KB was legal adviser to the Company and Baker & McKenzie Advokatbyrå KB was legal adviser to the Joint Bookrunners in connection with the Rights Issue.
[1] Oncopeptides holds 4,160,450 class C shares, which did not entitle to participation in the Rights Issue.