Rights issue approved by the extraordinary general meeting
Lysaker, 6 January 2015 - An extraordinary general meeting (the "EGM") of the shareholders of PCI Biotech Holding ASA ("PCI Biotech") was held today, 6 January 2015 at 10.00 CET. 5,508,208 shares were represented at the meeting, corresponding to approximately 71.3 percent of the share capital.
The EGM approved the Board of Directors' proposed resolution for the rights issue (the "Rights Issue") as set forth in the notice of the EGM issued on 9 December 2014.
Shareholders recorded in PCI Biotech's shareholders register with the Norwegian Central Securities Depository (VPS) as at the expiry of 8 January 2015 will receive subscription rights in the Rights Issue. Consequently, the PCI Biotech share will, for trades subject to the ordinary T+2 settlement in VPS, trade exclusive of the right to receive subscription rights in the Rights Issue from and including tomorrow, 7 January 2015. Detailed terms of the Rights Issue will be included in the prospectus, expected to be published on or about 20 January 2015.
The minutes of the EGM are attached below.
Contact information:
PCI Biotech Holding ASA, Strandveien 55, N-1366 Lysaker
Per Walday, CEO, pw@pcibiotech.no, Mobile: +47 917 93 429
Ronny Skuggedal, CFO, rs@pcibiotech.no, Mobile: +47 940 05 757
IMPORTANT NOTICE
The contents of this announcement have been prepared by, and are the sole responsibility of, PCI Biotech. PCI Biotech's financial advisors are acting exclusively for PCI Biotech and no one else, and will not be responsible to anyone other than PCI Biotech for providing the protections afforded to their respective clients, or for advice in relation to the Rights Issue, the contents of this announcement or any of the matters referred to herein. The Rights Issue and the distribution of this announcement and other information in connection with the Rights Issue may be restricted by law in certain jurisdictions. PCI Biotech assumes no responsibility in the event there is a violation by any person of such restrictions. 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 announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction.
The Rights Issue will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the Rights Issue in any jurisdiction outside of Norway in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of PCI Biotech or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares to be sold in the Rights Issue have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States. This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of PCI Biotech. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the prospectus made available by PCI Biotech only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.