NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR CANADA OR IN ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL.
At the extraordinary general meeting in Cantargia AB (publ) (”Cantargia” or the ”Company”) on 27 November 2017, the meeting resolved to approve the board’s resolutions of 9 November 2017 on a directed new share issue and on a new share issue with pre-emptive rights for the shareholders of the Company.
The directed issue resolution entails that the company’s share capital increases with not more than SEK 1,189,200 through issue of not more than 14,865,000 new shares. The right to subscribe for the new shares shall, with deviation from the shareholders’ pre-emptive rights, only fall upon a limited number of investors, including the First AP Fund, the Second AP Fund, the Fourth AP Fund, Nordic Cross Asset Management and Handelsbanken Läkemedelsfond. The subscription price amounts to SEK 6.80 per share. Through the issue, Cantargia will be provided with issue proceeds of approximately SEK 101 million, before issue expenses.
The rights issue resolution entails that five existing shares in Cantargia shall entitle to subscription for three new shares. The subscription price amounts to SEK 6.80 per share, whereby Cantargia will be provided with issue proceeds of not more than approximately SEK 131 million, before issue expenses. The record date for the right to participate in the rights issue is 29 November 2017. Subscription for new shares shall be made during the period 1 – 15 December 2017. Through the rights issue, not more than 19,245,304 new shares will be issued, corresponding to a share capital increase of not more than approximately SEK 1,539,624 . The rights issue is in its entirety secured through subscription undertakings and guarantee commitments.
Further, the extraordinary general meeting resolved to appoint Dr. Patricia Delaite as new board member of the company. Dr. Patricia Delaite, born 1963, is Medical Doctor and holds an MBA from University of Lausanne. She is presently Executive Medical director at Incyte Biosciences International in Geneva and has previously held leading positions at Ariad Pharmaceutical, Novartis and Eli Lilly, among others.
For further details and information on the background to and reasons for the new issues, refer to Cantargia’s press release on 9 November 2017.
Complete terms and conditions for the rights issue, together with other information about the Company, will be presented in the prospectus that will be made public prior to the commencement of the subscription period.
For further information, please contact
Göran Forsberg, CEO
Telephone: +46 (0) 46 275 62 60
E-mail: [email protected]
This constitutes information that Cantargia is required to publish under the EU’s Market Abuse Regulation and the Swedish Securities Market Act. The information was submitted for publication through the above contact person at 18.00 CET on 27 November 2017.
Cantargia AB (publ), reg.no. 556791-6019, is a biotech company that is developing antibody-based treatments for life threatening diseases. The original discovery by the research team behind Cantargia was the overexpression of a specific target molecule, interleukin 1 receptor accessory protein “IL1RAP”, in leukemia stem cells, later research has also identified IL1RAP in a large number of other forms of cancer. The lead compound, CAN04 directed against IL1RAP, will be investigated in the CANFOUR phase I/IIa clinical trial in with primary focus on non-small lung cancer and pancreatic cancer. CAN04 has a dual mechanism of action, it blocks IL1RAP function and stimulates the immune system to eradicate tumor cells. Cantargias second project is in discovery phase with the goal to develop an IL1RAP binding antibody optimized for therapy of autoimmunity and inflammatory diseases.
Cantargia is listed on Nasdaq Stockholm First North (ticker: CANTA). Sedermera Fondkommission is the company’s Certified Adviser. More information about Cantargia is available at http://www.cantargia.com.
This press release is not an offer to subscribe for shares in Cantargia and investors should not subscribe for or purchase any securities, except on the basis of information provided in the prospectus relating to the rights issue.
This press release may not be made public, released or distributed, directly or indirectly, in or into the United States, Australia, Japan or Canada or in any other jurisdiction in which the distribution of this press release would be unlawful. Further, this press release does not constitute an offer to sell new shares, paid subscribed for shares (“BTA”) or subscription rights to any person in any jurisdiction in which it is unlawful to make such offer to such person or where such action would require additional prospectuses, registration or other measures other than those pursuant to Swedish law. The prospectus, application form and other documents associated with the rights issue may not be distributed in or to any country where such distribution or the rights issue would require such measures set forth in the preceding sentence or be in violation of the regulations of such country.
The new shares, BTAs and subscription rights have not been recommended or approved by any United States federal or state securities commission or regulatory authority. No new shares, BTAs, subscription rights or other securities issued by Cantargia have been or will be registered under the U.S. Securities Act of 1933, as amended, or under the securities legislation in any state of the United States, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The Company has not authorized any offer of the securities in the rights issue to the public in any country in the European Economic Area (“EEA”) other than Sweden. In other member states in the EEA, the securities may only be offered to (i) any legal entity which is a qualified investor as defined in the Directive 2003/71/EC (the “Prospectus Directive”); or (ii) any person falling within Article 3(2) of the Prospectus Directive.
In the United Kingdom, this communication is only being distributed to, and is only directed at “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) investment professionals falling within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) persons falling within Article 49(2)(a) to (d) (“high net worth companies, etc.”) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity relating to the rights issue and to which this communication relates is available only to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not take any action on the basis of this communication and should not act or rely on it or any of its contents.
This press release may contain forward-looking statements which reflect Cantargia’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “plan”, “estimate” and other expressions that imply indications or predictions of future development or trends, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements. The information, opinions and forward-looking statements included in this press release speak only as of its date and are subject to change without notice.
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