BerGenBio ASA - Commencement of the subscription period for the rights issue

 

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE
ANNOUNCEMENT.

Bergen 30 May 2023: Reference is made to the previous stock exchange
announcements from BerGenBio ASA (the "Company") regarding the rights issue of
between 1,687,500,000 and 2,500,000,000 new shares in the Company (the "Offer
Shares"), raising gross proceeds of up to NOK 250 million (the "Rights Issue").
In addition, the subscribers in the Rights Issue will be allocated one warrant
for every two Offer Shares allocated to them and paid by them in the Rights
Issue (the "Warrants"). The Company will issue between 843,750,000 and
1,250,000,000 Warrants.

The subscription period will commence today.

Carnegie AS and Arctic Securities AS are acting as managers in the Rights Issue
(jointly the "Managers").

Allocation of Subscription Rights and Warrants:

The shareholders of the Company as of 22 May 2023 (and being registered as such
in Euronext Securities Oslo, the Norwegian Central Securities Depository, (the
"VPS") as at the expiry of 24 May 2023 pursuant to the two days' settlement
procedure of VPS (the "Record Date")) (the "Existing Shareholders"), have been
granted subscription rights (the "Subscription Rights") in the Rights Issue that
provide preferential rights to subscribe for, and be allocated, Offer Shares at
the Subscription Price (as set out below).

The Existing Shareholder have been granted 28.197440 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 two Offer Shares 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 Offer
Shares and Warrants by persons resident in, or who are citizens of countries
other than Norway, may be affected by the laws of the relevant jurisdiction.
Further, no Offer Shares or Subscription Rights or Warrants will be offered or
sold in the United States. For a further description of such restrictions,
reference is made to the introductory part on page i-ii and Section 14 "Selling
and Transfer Restrictions" in the prospectus dated 26 May 2023 (the
"Prospectus").

The Prospectus is, subject to applicable local securities laws, available at the
websites of the Company (www.bergenbio.com), Carnegie AS
(www.carnegie.no/ongoing-prospectuses-and-offerings/) and Arctic Securities AS
(www.arctic.com/secno/en/offerings).

Subscription period:

The subscription period commences on 30 May 2023 and expires on 13 June 2023 at
16:30 (CEST).

Subscription Rights:

The Subscription Rights will be listed and tradable on Oslo Stock Exchange from
30 May 2023 to 16:30 hours (CEST) on 7 June 2023 under the ticker code "BGBIT".
The Subscription Rights will hence only be tradable during a part of the
subscription period.

Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the subscription period on 13 June 2023 at 16:30 (CEST) or not sold
before 16:30 (CEST) on 7 June 2023 will have no value and will lapse without
compensation to the holder.

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 6.29 "Dilution" in the Prospectus 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 two Offer Shares 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 volume-weighted average price (VWAP) of the Company's shares on the Oslo
Stock Exchange in the three last trading days prior to the first date on which
the holder can exercise the Warrant in each exercise period less 30%, but in any
event (i) not lower than the nominal value (NOK 0.10) and (ii) not exceeding the
subscription price in the Rights Issue plus 30% (i.e. NOK 0.13).

The Warrants may be exercised during two exercise periods: (i) within the first
14 days after the Company's announcement of its Q3 2023 quarterly financial
report and (ii) from 1 April 2024 to 14 April 2024.

The Company shall use reasonable efforts to seek to ensure that the Warrants are
admitted to trading on a relevant trading venue as soon as possible following
completion of the Rights Issue but there can be no assurance that such
admittance to trading will be obtained. Information concerning whether the
Warrants will be admitted to trading will be provided when such information is
available to the Company.

The Warrants are expected to have an economic value if the Company's shares
trade above the exercise price during the subscription period. Holders of
Warrants who do not use their Warrants will experience a dilution of their
shareholding in the Company, see Section 6.29 "Dilution" in the Prospectus for a
further description of such dilutive effect.

Any Warrants not subscribed within the end of the subscription period will not
be allocated. Warrants not sold or exercised before 16:30 hours (CEST) on 14
April 2024 will lapse without compensation.

Subscription price:

NOK 0.10 per Offer Share.

No payment shall be made for the Warrants.

Subscription procedure:

In order to subscribe for Offer Shares and Warrants, investors holding
Subscription Rights need to complete the subscription form and submit it to one
of the Managers at the address or email address set out in the Prospectus and
the subscription form by 16:30 hours (CEST) on 13 June 2023. The Subscription
Form can be found in Appendix B in the Prospectus.

Subscribers who are Norwegian residents with a Norwegian personal identification
number who wish to subscribe for Offer Shares are encouraged to do so through
the VPS online subscription system (or by following the link on
www.carnegie.no/ongoing-prospectuses-and-offerings/ or
www.arctic.com/secno/en/offerings, which will redirect the subscriber to the VPS
online subscription system).

The Warrants will automatically be subscribed for through delivery of the
Subscription Form correctly completed prior to the expiry of the Subscription
Period (i.e. on 13 June 2023 at 16:30 hours (CEST)).

Conditions for completion of the Rights Issue:

The completion of the Rights Issue is subject to the underwriting agreements
dated 25 April 2023 (the "Underwriting Agreements") remaining in full force and
effect if required in order to raise the gross proceeds (please see below for a
description of the underwriting and the Underwriting Agreements, including the
conditions and termination rights therein).

If it becomes clear that the conditions mentioned above will not be fulfilled,
the Rights Issue will be withdrawn.

Further, the Rights Issue may be withdrawn, or the completion of the Rights
issued may be delayed, if the aggregate minimum subscription amount for the
Offer Shares is not received by the Company on time or at all.

If the Rights Issue is withdrawn, all Subscription Rights will lapse without
value, any subscriptions for, and allocations of, Offer Shares and Warrants that
have been made will be disregarded and any payments for Offer Shares made will
be returned to the subscribers without interest or any other compensation. The
lapsing of Subscription Rights will be without prejudice to the validity of any
trades in Subscription Rights, and investors will not receive any refund or
compensation in respect of Subscription Rights purchased in the market.

The underwriting:

Certain existing shareholders and external investors (jointly the
"Underwriters") have underwritten NOK 175 million of the Rights Issue and
certain existing shareholders have pre-committed to subscribe, including Meteva
AS and Investinor AS which have pre-committed to subscribe for NOK 65 million
and NOK 17.5 million, respectively, which is included in the underwriting amount
of NOK 175 million.

The Offer Shares which are not subscribed upon expiration of the subscription
period (if any), will thus be subscribed by and allocated to the Underwriters,
up to the aggregate underwriting and subscription commitment of the Underwriters
of NOK 175 million.

The Underwriters' obligations to subscribe and pay for the Offer Shares
allocated to them in accordance with the Underwriting Agreements are conditional
upon certain conditions. Please refer to Section 6.23 "The Underwriting" in the
Prospectus for a further description of such conditions.

The Underwriters' obligations expire in the event that the Underwriters have not
been notified of any allocation under the Underwriting Agreements within 30 July
2023. Prior to that date, the Underwriters may terminate the Underwriting
Agreements in the event that the Company is in material breach of the
Underwriting Agreements. In such event, the Rights Issue will be withdrawn
unless it is fully subscribed.

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 14 "Selling and transfer restrictions" in the
Prospectus for a description of certain restrictions and prohibitions applicable
to the sale and purchase of Subscription Rights in certain jurisdictions outside
Norway.

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 6.8 "Subscription Rights" of the
Prospectus, neither the Company nor the Managers 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 Norwegian Register of Business
Enterprises on or about 20 June 2023 and that the Offer Shares will be delivered
to the VPS accounts of the subscribers to whom they are allocated on or about 20
June 2023.

The Offer Shares are expected to be tradable on Oslo Stock Exchange from and
including 20 June 2023.

The Warrants are expected to be registered with the Norwegian Register of
Business Enterprises on or about 20 June 2023 and to be delivered to the VPS
accounts of the subscribers to whom they are allocated on or about 20 June 2023.

For further information, please contact:

Martin Olin CEO, BerGenBio ASA

ir@bergenbio.com

Rune Skeie, CFO, BerGenBio ASA

rune.skeie@bergenbio.com

Investor Relations

Graham Morrell

graham.morrell@bergenbio.com

Media Relations

Jan Lilleby

jl@lillebyfrisch.no

+47 90 55 16 98

For information about the Rights Issue please contact the managers:

Arctic Securities AS, tel.: + 47 21 01 30 40

Carnegie AS, tel.: +47 22 00 93 40

About BerGenBio ASA

BerGenBio is a clinical-stage biopharmaceutical company focused on developing
transformative drugs targeting AXL as a potential cornerstone of therapy for
aggressive diseases, including cancer and severe respiratory infections. The
Company is focused on its proprietary lead candidate bemcentinib a potentially
first-in-class selective AXL inhibitor in development for STK11 mutated NSCLC
and severe respiratory infections.

BerGenBio is based in Bergen, Norway with a subsidiary in Oxford, UK. The
Company is listed on the Oslo Stock Exchange (ticker: BGBIO). For more
information, visit www.bergenbio.com.

- IMPORTANT INFORMATION -

This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. The securities of the Company may not be
offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.

This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than Norway, which has
implemented the Prospectus Regulation (EU) (2017/1129, as amended, the
"Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant
to an exemption under the Prospectus Regulation, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly any person making or intending to make any offer in that
Relevant Member State of securities which are the subject of the offering
contemplated in this announcement, may only do so in circumstances in which no
obligation arises for the Company or any of the Managers to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer.

In the United Kingdom, this announcement is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). This announcement are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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 "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, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.

Neither the Managers 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 of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement. Any offering of the securities referred to in
this announcement will be made by means of a prospectus.

This announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation. Investors should not subscribe for any securities
referred to in this announcement except on the basis of information contained in
the aforementioned prospectus. Copies of any such prospectus will, following
publication, be available from the Company's registered office and, subject to
certain exceptions, on the websites of the Company (www.bergenbio.com),
(Carnegie www.carnegie.no/ongoing-prospectuses-and-offerings) and Arctic
Securities AS (www.arctic.com/secno/en/offerings).

Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

This information is published in accordance with the requirements of the
Continuing Obligations.
 

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