NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Ultimovacs ASA - Contemplated private placement
With reference to the stock exchange notice dated 26 October 2021 – “Ultimovacs to Launch Phase II Combination Trial of UV1 in Lung Cancer (NSCLC)”, Ultimovacs ASA (“Ultimovacs” or the “Company”) announces an intention to carry out a private placement with gross proceeds of approximately NOK 225 to 270 million (the "Private Placement") by issuing new shares (the "Offer Shares"). The final size of the Private Placement and the number of Offer Shares to be issued will be resolved by the Board of Directors of the Company following a book building process, within the current authorisation granted by the Annual General Meeting on 15 April 2021 (the “Authorisation”). ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as joint bookrunners (the “Joint Bookrunners”) in connection with the Private Placement.
The net proceeds of the Private Placement will be used for (i) financing of the LUNGVAC Phase II trial evaluating UV1 in non-small cell lung cancer (“NSCLC”), (ii) bringing the UV1 platform into Phase III readiness, (iii) further development of the Tetanus-Epitope-Targeting (“TET”) technology platform, and (iv) General corporate purposes.
The following existing shareholders in the Company, Gjelsten Holding AS, Canica AS, Watrium AS, Radforsk Investeringstiftelse, Langøya Invest AS, Sundt AS and Helene Sundt AS have pre-committed to subscribe for Offer Shares corresponding to a total subscription amount of up to approximately NOK 94 million depending on the final size of the Private Placement.
Comments from the CEO
“Ultimovacs continues to have a highly productive year, with recently announced long-term results from a Phase I trial in malignant melanoma continuing to indicate that UV1 combinations may boost the immune response while maintaining a balanced safety and tolerability profile. We are pleased to carry out this capital injection which will enable us to accelerate and broaden our clinical development.” said Carlos de Sousa, CEO of Ultimovacs.
“We have just announced plans for a new Phase II trial of UV1 plus pembrolizumab (KEYTRUDA®) in one of the world’s most common cancers, non-small cell lung cancer. This will be the fifth Phase II trial testing the ability of our universal cancer vaccine UV1 to improve the performance of checkpoint inhibitor antibodies, the current drugs of choice in an increasingly large number of cancers.
Our clinical plans in malignant melanoma were boosted by US FDA Fast Track designations for the combinations of UV1 with pembrolizumab and UV1 with ipilimumab, in recognition that the combinations meet urgent needs in a serious condition.
We are pleased to confirm that 20 patients have been enrolled in Ultimovacs’ Phase II trial in malignant melanoma (INITIUM) since our last quarterly update on August 20th, despite the ongoing challenge of COVID-19, with 38 clinical sites now open and actively recruiting. We continue to monitor the impact from COVID-19 and will update the guidance for INITIUM and our three investigator-led Phase II trials in our Q4 2021 report. Enrolment updates will continue to be provided in each quarterly report.
Ultimovacs’ technology base is also becoming broader. We are investing in a second technology platform, Tetanus-Epitope-Targeting. TET puts cancer antigens and vaccine adjuvant in the same molecule, producing multiple vaccines ranging from those with broad cancer-associated targets to ‘signature’ targets associated with specific tumors. The first Phase I trial with TET began in February 2021 and focuses on prostate cancer. The development of the TET platform extends our proprietary pipeline, and positions Ultimovacs to collaborate with organizations that want to optimize their vaccines through innovative adjuvant technology.
We thank our existing and new investors for their support and look forward to working to advance our innovative treatments to help improve patient lives.”
The Private Placement
The Private Placement will be directed towards Norwegian and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.
The subscription price and allocation of shares in the Private Placement will be determined through an accelerated book building process. The book building period commences today at 16:30 CEST and will close at 08:00 CEST on 27 October 2021. The book building may, at the discretion of the Company and the Joint Bookrunners, close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Private Placement. The Company will announce the final number of Offer Shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before the opening of trading on the Oslo Stock Exchange tomorrow, 27 October 2021. Completion of the Private Placement is subject to final approval by the Company's Board of Directors (the “Board”).
The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
Notification of allotment and payment instructions is expected to be issued to the applicants on or about 27 October 2021 through a notification to be issued by the Joint Bookrunners. The allocation will be determined at the end of the book building period and final allocation will be made at the Board of Directors' sole discretion.
The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement between the Company, Gjelsten Holding AS and the Joint Bookrunners. The Offer Shares will thus be tradable from allocation. The Joint Bookrunners will settle the share loan with a corresponding number of new shares in the Company to be issued by the Board pursuant to the Authorisation.
The Company has agreed with the Joint Bookrunners to a lock-up on future share issuances for a period of 180 days from the settlement date for the Private Placement, subject to customary exceptions. The Company's Board, members of the executive management and the board represented shareholders have all agreed with the Managers to a lock-up on existing shareholdings for a period of 180 days from the settlement date for the Private Placement, subject to customary exceptions.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and the Board is of the opinion that the contemplated transaction is in compliance with these requirements and guidelines. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, the Board has concluded that offering new shares in a private placement on acceptable terms at this time is in the common interest of the shareholders of the Company.
The Company may, subject to completion of the Private Placement, consider to conduct a subsequent share offering of new shares (the "Subsequent Offering"). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. Shareholders being allocated shares in the Private Placement will not be eligible to participate in a Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement and Advokatfirmaet Wiersholm AS is acting as legal advisor to the Joint Bookrunners in connection with the Private Placement.
For additional information, please contact:
Carlos de Sousa, Chief Executive Officer
Phone: +47 908 92 507
Hans Vassgård Eid, Chief Financial Officer
Phone: +47 482 48 632
Ultimovacs is developing immune-stimulatory vaccines to treat a broad range of cancers. Ultimovacs’ lead universal cancer vaccine candidate UV1 targets human telomerase (hTERT), present in 85-90% of cancers in all stages of tumor growth. By directing the immune system to hTERT antigens, UV1 drives CD4 helper T cells to the tumor to activate an immune system cascade and increase anti-tumor responses. With a broad Phase II program, Ultimovacs aims to clinically demonstrate UV1’s impact in multiple cancer types in combination with other immunotherapies. Ultimovacs’ second technology approach, based on the proprietary Tetanus-Epitope-Targeting (TET) platform, combines tumor-specific peptides and adjuvant in the same molecule and entered Phase I trials in 2021.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
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 Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement 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 announcement.
Neither of the Joint Bookrunners nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Joachim Midttun, Finance Manager at Ultimovacs ASA on 26 October 2021 at 16:30 CEST on behalf of the Company.