07/12-2017 17:31:00: (WTX.ST) Wilson Therapeutics intends to make a directed share issue
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Wilson Therapeutics AB (publ) ("Wilson Therapeutics" or the "Company") (Nasdaq Stockholm: WTX) today announces its intention to execute a directed share issue to Swedish and international qualified and/or institutional investors (the "Issue"). The Company has retained ABG Sundal Collier AB, Carnegie Investment Bank AB (publ), DNB Markets, a part of DNB Bank ASA, and Kempen & Co N.V. to act as Joint Bookrunners in the Issue.
The subscription price and the total number of new shares in the Issue will be determined through an accelerated bookbuilding procedure, but the number of new shares will not exceed 10 percent of the currently issued and outstanding number of shares in the Company (i.e. amount to not more than 2,572,024 shares).
Bookbuilding will start immediately. Pricing and allocation of the new shares is expected to take place before beginning of trading on Nasdaq Stockholm at 09:00 CET on December 8, 2017. The Company will announce the outcome of the Issue after closing of the bookbuilding in a subsequent press release.
The net proceeds of the Issue are intended to be used for (i) general business purposes, including the currently planned clinical program (ii) organizational scale-up and expansion of pre-commercial activities to prepare for a successful future market launch of WTX101 in Europe and in the US (iii) evaluation of additional pre-clinical and clinical activities to further differentiate WTX101 from currently available Wilson Disease therapies in order to maximize peak market share and minimize time to such market share, and (iv) exploratory work in follow-on indications beyond Wilson Disease (including ALS).
The reasons for the deviation from the shareholders' pre-emptive rights are to raise capital in a time and cost-effective manner and to diversify the shareholder base with international and life sciences specialist investors.
The Issue is, among other things, subject to a resolution by the Board of Directors of Wilson Therapeutics, pursuant to the issue authorization given by the 2017 annual general meeting to issue new shares, following the close of the bookbuilding procedure.
In connection with the Issue, the Company has agreed with the Joint Bookrunners to a market customary 90-days standstill period on future share issuances, waivable by the Joint Bookrunners.
About Wilson Therapeutics
Wilson Therapeutics is a biopharmaceutical company, based in Stockholm, Sweden, that develops novel therapies for patients with rare copper-mediated disorders. Wilson Therapeutics' lead product, WTX101, is in development as a novel treatment for Wilson Disease. A Phase 2 clinical study has been successfully completed and preparations for a pivotal Phase 3 study are ongoing. Wilson Therapeutics is listed in the Mid Cap segment on Nasdaq Stockholm with the stock ticker WTX.
Visit www.wilsontherapeutics.com for more information.
For further information contact:
Jonas Hansson, CEO, Wilson Therapeutics AB
Telephone: +46 8 796 00 00
Anders Martin-Löf, CFO, Wilson Therapeutics AB
Telephone: +46 8 796 00 00
Wilson Therapeutics AB (publ)
Corp. Reg. No.556893-0357
SE-111 43 Stockholm
This is information that Wilson Therapeutics is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 17.31 CET on December 7, 2017.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Wilson Therapeutics in any jurisdiction.
Any investment decision in connection with the Issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by the Joint Bookrunners. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
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 sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied or distributed, directly or indirectly, to the United States, Canada, Japan or Australia or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
This press release is not a prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive"). Wilson Therapeutics has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the directed share issue. 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 Directive.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates, including with respect to prospects for pharmaceutical treatments and studies, including WTX101. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
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