Biovica International announces outcome of the rights issue
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Stockholm, Sweden, December 7, 2022 – Biovica International AB (publ) (“Biovica” or the “Company”) (Nasdaq First North Premier Growth Market: BIOVIC B) announced on October 18, 2022, that the Board of Directors had resolved to carry out a fully guaranteed issue of class B shares with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The Board of Directors’ resolution on the Rights Issue was approved by an extraordinary general meeting held on November 7, 2022. Biovica hereby announces that the final result of the Rights Issue shows that 10,951,361 class B shares, corresponding to approximately 63.8 percent of the Rights Issue, were subscribed for with and without subscription rights. Accordingly, approximately 36.2 percent of the Rights Issue will be allocated to the parties who entered into guarantee undertakings, whereby the Rights Issue is subscribed to 100 percent. Biovica will receive proceeds amounting to approximately SEK 148 million before deduction of costs attributable to the Rights Issue.
The result of the Rights Issue shows that 9,334,026 class B shares, corresponding to approximately 54.4 percent of the offered class B shares, have been subscribed for by exercise of subscription rights. In addition, 1,617,335 class B shares have been subscribed for without subscription rights, corresponding to approximately 9.4 percent of the offered class B shares. The remaining 6,201,661 class B shares offered, corresponding to approximately 36.2 percent of the Rights Issue, have been allotted to the parties who entered in the guarantee undertakings in the Rights Issue. The Rights Issue has thus been subscribed for a total of 100 percent and Biovica will receive approximately SEK 148 million before deduction of cost attributable to the Rights Issue.
The purpose of the Rights Issue is to finance the initial launch of DiviTum®TKa in the US and Europe following the FDA 510(k) approval received in July 2022 for the treatment monitoring of metastatic breast cancer patients.
Biovica’s CEO Anders Rylander comments: “We are grateful for the support from our shareholders and would like to thank both existing and new shareholders for participating in the Rights Issue. Through the Rights Issue, we look forward to soon being able to launch DiviTum® TKa in the US and Europe for the benefit of metastatic breast cancer patients.”
As confirmation of allotment of class B shares subscribed for without subscription rights, a contract note will be distributed on or about December 7, 2022. Subscribed and allotted class B shares must be paid in cash in accordance with the instructions in the contract note. The allotment of class B shares subscribed for without preferential rights has been carried out in accordance with the allotment principles set out in the prospectus published by Biovica on November 18, 2022. Nominee-registered shareholders will receive notice of allotment and payment in accordance with the procedures of the nominee.
Following the Rights Issue, Biovica’s share capital will increase by approximately SEK 1,143,535 from approximately SEK 1,905,891 to approximately SEK 3,049,426, by new issue of 17,153,022 new class B shares, resulting in the total number of shares increasing from 28,588,372 shares to 45,741,394 shares.
BTA will be subject to trading on Nasdaq First North Premier Growth Market until the Rights Issue has been registered with the Swedish Companies Registration Office (the “SCRO”) and BTA has been converted into class B shares. The last day of trading with BTA is expected to occur on or about December 19, 2022.
The class B shares subscribed for with, and without, subscription rights are expected to be registered with the SCRO on or about December 19, 2022 and are expected to begin trading on Nasdaq First North Premier Growth Market on or about December 23, 2022.
Van Lanschot Kempen and Pareto Securities have been appointed as Joint Bookrunners. Baker McKenzie is acting as legal adviser to the Company. White & Case is acting as legal adviser to the Joint Bookrunners in connection with the Rights Issue.
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 legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Biovica in any jurisdiction, neither from Biovica nor from someone else.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus, corresponding to an EU Growth Prospectus regarding the Rights Issue described in this press release has been prepared and published by the Company.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Van Lanschot Kempen and Pareto Securities is acting for Biovica in connection with the Rights Issue and no one else and will not be responsible to anyone other than Biovica for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein. Van Lanschot Kempen and Pareto Securities is not liable to anyone else for providing the protection provided to their customers or for providing advice in connection with the Rights Issue or anything else mentioned herein.
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 Rights Issue of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the USA, Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa, South Korea, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
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 press release and should not act or rely on it.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. 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 and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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, unless it is not required by law or Nasdaq First North Premier Growth Market rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the class B shares in Biovica have been subject to a product approval process, which has determined that such class B shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, Distributors should note that: the price of the class B shares in the Company may decline and investors could lose all or part of their investment; the class B shares in the Company offer no guaranteed income and no capital protection; and an investment in the class B shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the class B shares in Biovica.
Each distributor is responsible for undertaking its own target market assessment in respect of the class B shares in Biovica and determining appropriate distribution channels.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Anders Rylander, CEO
Phone: +46-18-444 48 35
Cecilia Driving, EVP CFO
Phone +46-73-125 92 47
Biovica – Treatment decisions with greater confidence
Biovica develops and commercializes blood-based biomarker assays that help oncologists monitor cancer progression. Biovica’s assay, DiviTum® TKa, measures cell proliferation by detecting the TKa biomarker in the bloodstream. The assay has demonstrated its ability to provide insight to therapy effectiveness in several clinical trials. The first application for the DiviTum® TKa test is treatment monitoring of patients with metastatic breast cancer. Biovica's vision is: “Improved care for cancer patients.” Biovica collaborates with world-leading cancer institutes and pharmaceutical companies. DiviTum® TKa has received FDA 510(k) clearance in the US and is CE-marked in the EU. Biovica's shares are traded on the Nasdaq First North Premier Growth Market (BIOVIC B). FNCA Sweden AB is the company's Certified Adviser. For more information, please visit: www.biovica.com
This information is information that Biovica International is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2022-12-07 08:00 CET.
Numbers of patients in studies