Ultimovacs ASA – Private placement of new shares successfully placed


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Ultimovacs ASA – Private placement of new shares successfully placed

Reference is made to the stock market announcement of Ultimovacs ASA (OSE: ULTI) (“Ultimovacs” or the “Company”) on October 26, 2021 regarding the planned private placement of new shares (the “Offered Shares”) of approximately 225 NOK to 270 million (the “Private Placement”). The Company hereby announces that it has allotted 2,160,000 new shares under the Private Placement at a subscription price of NOK 125 per share, raising gross proceeds of NOK 270 million. ABG Sundal Collier ASA, Carnegie AS and DNB Markets, which is part of DNB Bank ASA, are acting as Associate Bookkeepers (the “Associate Bookkeepers”) in connection with the Private Placement.

The net proceeds of the private placement will be used to (i) finance the phase II LUNGVAC trial evaluating UV1 in non-small cell lung cancer (“NSCLC”), (ii) the preparation of the UV1 platform in phase III, (iii) the continued development of the tetanus-epitope (“TET”) targeting technological platform, and (iv) the general objectives of the company.

Notification of the allotment of the Offered Shares, including settlement instructions, will be sent to applicants via a Joint Bookrunners notification on October 27, 2021.

The Offered Shares allotted in the Private Placement are expected to be settled by a delivery against payment transaction through the delivery of existing and unencumbered shares of the Company which are already listed on Oslo Børs, in accordance with a share loan agreement between the Company. Company, Gjelsten Holding AS and the Associated Bookrunners. The Offered Shares will therefore be negotiable upon allocation. The Joint Bookrunners will settle the loan of shares with a corresponding number of new shares of the Company which has been decided to be issued by the Board in accordance with the authorization granted at the annual general meeting of the Company on April 15, 2021.

Following the registration of the new share capital relating to the Private Placement, the Company will have a share capital of NOK 3,422,176.10 divided into 34,221,761 shares, each with a nominal value of NOK 0.10.

The Company has reviewed the Private Placement in light of the equal treatment obligations under the Norwegian Securities Law and the Equal Treatment Rules under the Oslo II Rulebook for Investors. companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange guidelines on the rule of equal treatment, and the Board is of the opinion that the proposed transaction complies with these requirements and guidelines. Taking into account the time, costs and conditions expected of the alternative methods of securing the desired financing, the Board concluded that the offer of new shares within the framework of a private placement at conditions acceptable at this stage is within the scope of the common interest of the shareholders of the Company. The Company will not make a subsequent repair offer.

Advokatfirmaet Schjødt AS acts as legal advisor to the Company in connection with the Private Placement and Advokatfirmaet Wiersholm AS acts as legal advisor to the Joint Bookrunners in connection with the Private Placement.

For more information, please contact:

Carlos de Sousa, Chairman and Chief Executive Officer
E-mail: [email protected]
Telephone: +47 908 92 507

Hans Vassgård Eid, Chief Financial Officer
E-mail: [email protected]
Telephone: +47 482 48 632

About Ultimovacs
Ultimovacs is developing immunostimulatory vaccines to treat a wide range of cancers. Ultimovacs UV1’s leading universal cancer vaccine candidate targets human telomerase (hTERT), which is present in 85-90% of cancers at all stages of tumor growth. By directing the immune system to hTERT antigens, UV1 directs CD4 helper T cells to the tumor to activate a cascade of the immune system and increase anti-tumor responses. With an extensive phase II program, Ultimovacs aims to clinically demonstrate the impact of UV1 in several types of cancer in combination with other immunotherapies. Ultimovacs’ second technology approach, based on the proprietary Epitope Targeting Platform (TET), combines tumor-specific peptides and adjuvant in the same molecule and entered Phase I trials in 2021.

Important Notices

This announcement is not and does not form part of an offer to sell or a solicitation of an offer to buy securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. No copy of this announcement is made and may be distributed or sent to any jurisdiction in which such distribution would be illegal or require registration or other action. Persons in possession of this advertisement or any other information are required to inform themselves and to respect these restrictions.

The securities referred to in this press release have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), and therefore may not be offered or sold. in the United States in the absence of registration or exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this press release will be made only to “qualified institutional buyers” as defined in Rule 144A of the Securities Act.

In any EEA Member State, this communication is addressed only to qualified investors of that Member State within the meaning of the Prospectus Regulation, i.e. only to investors who can receive the offer without a prospectus approved in that State. member of the EEA. . The expression “Prospectus Regulation” designates Regulation 2017/1129 as amended as well as all the implementing measures applicable in any Member State.

This communication is only distributed and is intended only for persons in the United Kingdom who are (i) investment professionals falling under section 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, such as amended (the “Order”) or (ii) wealthy entities, and other persons to whom this announcement may be legally communicated, falling under Article 49 (2) (a) to (d) of the Order ( all of these persons being as “data subjects”). This communication should not be used or relied on by people who are not data subjects. Any investment or investment activity to which this communication relates is only available to relevant persons and will only be undertaken with relevant persons. Persons distributing this communication should ensure that it is legal to do so.

The matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical fact and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intend”, ” estimate ”,“ will ”,“ can ”,“ continue ”,“ should ”and similar expressions. The forward-looking statements contained in this press release are based on various assumptions, many of which, in turn, are based on other assumptions. Although the Company believes these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other significant factors that are difficult or impossible to predict and are beyond its control.

Actual events may differ materially from any anticipated development due to a number of factors including, without limitation, changes in investment levels and the need for the Company’s services, changes in general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in acquisitions and investments commercially acceptable strategies; and changes in laws and regulations and the potential impact of legal proceedings and actions. These risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by these forward-looking statements. The Company makes no warranty that the assumptions underlying any forward-looking statements in this announcement are free from errors and accepts no responsibility for the future accuracy of any opinions expressed in this announcement or any obligation to update or update. revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on any forward-looking statements contained in this document.

The forward-looking information, opinions and statements contained in this announcement speak only as of the date and are subject to change without notice. The Company assumes no obligation to review, update, confirm or publicly publish any revision of any forward-looking statement to reflect events that occur or circumstances that arise in connection with the content of this announcement.

Neither the Joint Bookrunners nor any of their respective affiliates make any representation as to the accuracy or completeness of this advertisement and neither of them accepts any responsibility for the contents of this advertisement or any questions therein. is mentioned.

This announcement is for informational purposes only and should not be relied upon as a substitute for the exercise of independent judgment. It is not intended as investment advice and should in no way be used or considered as an offer to sell, or a solicitation of an offer to buy securities or a recommendation to buy or sell securities. of the society. Neither the Joint Bookrunners nor any of their respective affiliates accept any liability arising from the use of this advertisement.

This information is considered inside information in accordance with the EU Market Abuse Regulation and is subject to disclosure requirements in accordance with Section 5-12 of the Norwegian Securities Law.

This stock market announcement was published by Hans Vassgård Eid, CFO at Ultimovacs ASA on October 27, 2021 at 12:05 am CEST on behalf of the Company.

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