Oasmia publishes prospectus in connection with the rights issue of approximately SEK 399 million and updated information included in the prospectus
Not for release, publication or distribution, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, Singapore, the United States or any other jurisdiction where such distribution of this press release would be subject to legal restrictions. This press release does not constitute an offer of any securities of Oasmia Pharmaceuticals AB (publ). See the section “IMPORTANT INFORMATION” below.
The board of Oasmia Pharmaceutical AB (“Oasmia” or the “Company”) announced on 11 November 2019 to carry out a new issue of shares with preferential rights for Oasmia’s shareholders of approximately SEK 399 million (the “Rights Issue”). As a result of the Rights Issue, the Company has prepared a prospectus, which has been approved and registered by the Swedish Financial Supervisory Authority today.
Publication of the prospectus
For complete information on the Rights Issue, refer to the prospectus that has been prepared by Oasmia as well as approved and registered by the Swedish Financial Supervisory Authority as of today. The prospectus is available on Oasmia’s website, www.oasmia.com, as well as on ABG Sundal Collier’s website, www.abgsc.com, and SEB’s website for prospectuses, www.sebgroup.com/prospectuses and will be available on the Swedish Financial Supervisory Authority’s website shortly https://fi.se/sv/vara-register/prospektregistret/.
Application forms for subscription without subscription rights are available on Oasmia’s website and on each of ABG Sundal Collier’s and SEB’s websites.
The prospectus contains updated information in several sections. The updated information does not constitute insider information. For example, in the “Capital structure and other financial information”, the Company's capital structure is presented, due to regulatory requirements, as of September 30, 2019. The section “Risk factors” has been updated compared to Oasmia's annual report for the 2018/2019 financial year, partly as a result of new prospectus rules.
The section “Risk factors” and the “Legal information and supplementary information” section also include updated information of disputes and legal proceedings, including the class action filed against Oasmia and others before court in New York, USA.
ABG Sundal Collier is the financial advisor to Oasmia and Hannes Snellman is the legal advisor to Oasmia in connection with the rights issue. Baker McKenzie is the legal advisor to ABG Sundal Collier in connection with the rights issue.
For more information:
Urban Ekelund, IR Manager Oasmia
Phone: +46 18 50 54 40
About Oasmia Pharmaceutical AB
Oasmia Pharmaceutical AB develops, manufactures and markets new generations of drugs in the field of human and veterinary oncology. The company’s product development aims to create and manufacture novel nanoparticle formulations and drug-delivery systems based on well-established cytostatics which, in comparison with current alternatives, show improved properties, reduced side-effects, and expanded applications. The company’s product development is based on its proprietary in-house research and company patents. Oasmia is listed on Nasdaq Stockholm (OASM) and Frankfurt Stock Exchange (OMAX.GR).
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions in which this press release has been released, announced or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Oasmia in any jurisdiction either from Oasmia or from someone else.
Any investment decision in connection with the Rights 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 ABG Sundal Collier. 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, reproduced or distributed, directly or indirectly, in whole or in part, within or into, to the United States, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa, Switzerland or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of the (EU) Regulation 2017/1129 (the “Prospectus Regulation”) and has not been approved by any national competent authority in any jurisdiction. A prospectus in relation to the Rights Issue as described in this press release has been prepared by the Company and the prospectus has been scrutinized and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and has been published on, inter alia, Oasmia's web page.
In the United Kingdom, this press release 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 press release and should not act or rely on it.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offered shares have been subject to a product approval process, which has determined that the Offered shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Offered shares may decline and investors could lose all or part of their investment; the Offered shares offer no guaranteed income and no capital protection; and an investment in the Offered shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, ABG Sundal Collier will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Rights Issue.
Each distributor is responsible for undertaking its own target market assessment in respect of the Rights Issue and determining appropriate distribution channels.
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. 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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