The subscription period for Oasmia Pharmaceutical AB’s (publ) (“Oasmia” or the “Company”) rights issue ended on December 5, 2014. The final result of the rights issue shows that 9,324,286 shares, representing approximately 95.3 per cent of the shares offered, were subscribed for by the exercise of subscription rights. Additionally, subscription forms corresponding to 351,278 shares, representing approximately 3.6 per cent of the shares offered, have been received for subscription without preferential rights. The remaining 110,250 shares will be allotted to those who had committed to subscribe and pay for any remaining part of the right issue, in accordance with the underwriting agreements entered into with the Company. The issue amount in the rights issue, which accordingly is fully subscribed, amounts to in total approximately SEK 176 million (before transaction related costs), of which approximately SEK 35.3 million by means of set-off of debt to Nexttobe AB.
Those who have subscribed for shares without preferential rights will be allotted shares according to the principles outlined in the prospectus which was published on November 17, 2014. Only those who are allotted shares will be notified.
Under the terms of the rights issue, each share in Oasmia entitled the holder to one (1) subscription right and nine (9) subscription rights entitled the holder to subscribe for one (1) new share at a subscription price of SEK 18.0 per share. Through the rights issue, Oasmia’s share capital increases by SEK 978,581.4 to SEK 9,785,814.4. The number of shares increases by 9,785,814 to 97,858,144.
The last day for trading in paid subscribed shares (BTA) on NASDAQ Stockholm is expected to be December 15, 2014. The new shares are expected to start trading on NASDAQ Stockholm on December 17, 2014.
Financial and legal advisors
Carnegie Investment Bank AB (publ) is financial advisor and Gernandt & Danielsson Advokatbyrå KB is legal advisor to Oasmia.
Oasmia develops a new generation of drugs within human and veterinary oncology. The product development aims to manufacture novel formulations based on well-established cytostatics which, compared to current alternatives, show improved properties, a reduced side-effect profile and an expanded therapeutic area. Product development is based on in-house research within nanotechnology and proprietary patents. Oasmia’s shares, ISIN SE0000722365, are listed on NASDAQ Stockholm (OASM) and the Frankfurt Stock Exchange (OMAX).
Issuance, publication or distribution of this press release in certain jurisdictions could be subject to restrictions. The recipient of this press release is responsible for using this press release and the constituent information in accordance with the rules and regulations prevailing in the particular jurisdiction. This press release does not constitute an offer or an offering to acquire or subscribe for any Oasmia Pharmaceutical AB (publ) securities in any jurisdiction, neither from Oasmia Pharmaceutical AB (publ), Carnegie Investment Bank AB (publ) nor anyone else.
Oasmia is required to announce the information in this press release in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published 8.00 on December 12, 2014.
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 offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. Oasmia does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any jurisdiction in which the distribution of this release would be unlawful.
This document has not been approved by any regulatory authority. This document is an advertisement and not a prospectus and investors should not subscribe for, or purchase, any securities referred to in this document, except on the basis of information provided in the prospectus to be published by Oasmia on its web site due to the rights issue.
Oasmia has not authorized any offer to the public of shares or rights in any Member State of the European Economic Area other than Sweden and any other jurisdiction into which the offering of shares or rights has been passported or in which other exemptions are applicable. With respect to each Member State of the European Economic Area other than Sweden (and any other jurisdiction into which the offering of shares or rights has been passported) and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result, the shares or rights may only be offered in a Relevant Member State:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity meeting two or more of the following criteria: (1) a balance sheet total pursuant to the balance sheet equivalent to not less than EUR 20 million; (2) net turnover pursuant to the balance sheet equivalent to not less than EUR 40 million; and shareholders’ equity pursuant to the balance sheet equivalent to not less than EUR 2 million; or
(c) in any other circumstances, not requiring Oasmia to publish a prospectus as provided under Article 3(2) of the Prospectus Directive.
For the purposes hereof, the expression an “offer to the public of Shares or Rights” in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares or rights to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC as amended and includes any relevant implementing measure in each Relevant Member State.
Carnegie is acting for Oasmia and no one else in connection with the rights offering and will not be responsible to anyone other than Oasmia for providing the protections afforded to its clients or for providing advice in relation to the rights offering and/or any other matter referred to in this announcement.
Carnegie accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Oasmia and the new shares, or the rights offering, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Carnegie accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.
This press release contains forward-looking statements, which are statements related to future events. In this context, forward-looking statements often address Oasmia’s expected future business and financial performance, and often contain words such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “seek”, or “will”. Forward-looking statements by their nature address matters that are, to different degrees, uncertain and can be influenced by many factors, including the behavior of financial markets, fluctuations in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of regulation and regulatory, investigative and legal actions; strategic actions; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These factors may cause Oasmia’s actual future results to be materially different than those expressed in its forward-looking statements. Oasmia does not undertake to update its forward-looking statements.
You are advised to read this announcement and, once available, the prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect Oasmia’s future performance and the industries in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.