NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
The subscription period in the Rights Issue will commence today,
Allocation of Subscription Rights and Warrants:
The shareholders of the Company as of
The Existing Shareholder have been granted 1.945786612 Subscription Rights for each existing share in the Company registered as held by the Existing Shareholder at the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share at the Subscription Price (see below). Over-subscription and subscription without Subscription Rights are permitted.
The subscribers in the Rights Issue will be allocated one Warrant issued by the Company for every Offer Share allocated to, and paid by, them in the Rights Issue. Each Warrant will, subject to applicable law, give the right to subscribe for one new share in the Company.
The grant or purchase of Subscription Rights and the subscription of
Subscription period:
The subscription period commences on 09:00 hours (CEST) on
Subscription Rights:
The Subscription Rights will be listed and tradable on
Subscription Rights that are not used to subscribe for
The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the subscription period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company. If Warrants are exercised, there will be additional dilution. See Section 10.20 "Dilution" in the Securities Note for a further description of such dilutive effect.
Warrants:
The subscribers in the Rights Issue will without cost to them be allocated one Warrant issued by the Company for every Offer Share allocated to, and paid by, them in the Rights Issue. Each Warrant will give the holder a right to subscribe for one new share in the Company at an exercise price per share equal to the higher of (i) the volume weighted average price quoted for trades in the Shares of the Company the ten last trading days on the
The Warrants may be exercised in the period from 08:00 hours (CET) on
The Company shall use reasonable efforts to seek to ensure that the Warrants are admitted to trading on the
The Warrants are expected to have an economic value if the Company's shares trade above the exercise price during the subscription period.
Any Warrants not subscribed within the end of the subscription period will not be allocated. Warrants not exercised before 16:30 hours (CEST) on
Subscription price:
No payment shall be made for the Warrants.
Subscription procedure:
Investors holding Subscription Rights who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for
Subscriptions for
The Warrants will automatically be subscribed for through delivery of the Subscription Form correctly completed or through online subscriptions prior to the expiry of the Subscription Period (i.e. on
Conditions for completion of the Rights Issue:
The Rights Issue may be withdrawn or revoked, or the completion of the Rights Issue may be delayed, if the aggregate minimum subscription amount for the Offer Shares is not received by the Company on time or at all, including after the commencement of the Subscription Period and trading in the Subscription Rights has begun.
If the Rights Issue is withdrawn or revoked, all Subscription Rights will lapse without value, any subscriptions for, and allocations of,
Financial intermediaries:
If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Subject to applicable law, Existing Shareholders holding Shares through a financial intermediary may instruct the financial intermediary to sell some or all of their Subscription Rights, or to purchase additional Subscription Rights on their behalf. See Section 12 "Selling and transfer restrictions" in the Securities Note for a description of certain restrictions and prohibitions applicable to the sale and purchase of Subscription Rights in certain jurisdictions outside
Existing Shareholders who hold their Shares through a financial intermediary and who are Ineligible Shareholders will not be entitled to exercise their Subscription Rights but may, subject to applicable law, instruct their financial intermediary to sell their Subscription Rights transferred to the financial intermediary. As described in Section 10.8 "Subscription Rights" of the Securities Note, neither the Company nor the Receiving Agent will sell any Subscription Rights transferred to financial intermediaries.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the minimum subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the
The
The Warrants are expected to be registered with the
For further information, please contact:
Phone: +47 413 33 536
Email: erik.wiklund@circio.com
Phone: +34 683343811
Email: lubor.gaal@circio.com
About Circio Holding ASA
Building next generation RNA therapeutics
Circio Holding ASA is a biotechnology company developing novel circular RNA gene therapies and immunotherapy medicines.
Circio has established a unique circular RNA (circRNA) platform for genetic medicine. The proprietary circVec technology is based on a modular genetic cassette design for efficient biogenesis of multifunctional circRNA from DNA and viral vectors, which can be deployed in multiple disease settings. The circVec platform has demonstrated enhanced and more durable protein expression than classic mRNA vector systems, and has the potential to become the new gold-standard for DNA and virus-based therapeutics in the future. The circRNA R&D activities are being conducted by the wholly owned subsidiary
In addition, Circio is developing a cancer vaccine, TG01, targeting KRAS driver mutations. TG01 is currently being tested in three clinical trials: RAS-mutated pancreatic cancer and lung and non-resectable pancreatic cancer in US, and multiple myeloma in
This information is subject to disclosure under the Norwegian Securities Act section 5-12 and the requirements of Oslo Børs' Continuing Obligations.
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- IMPORTANT INFORMATION -
This announcement is not and does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in
The securities of the Company have not been, and will not be, registered under the
Any offering of the securities referred to in this announcement will be made by means of a prospectus (the "Prospectus") which will be prepared and which is subject to the approval by the
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.
In the
This document is not for publication or distribution in, directly or indirectly,
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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company. Neither the Manager nor any of its 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 of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
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