Targovax ASA: Publication of prospectus, listing on Oslo Axess and subsequent offering

Oslo, 8 July 2016: Reference is made to the stock exchange announcements by Targovax ASA (“Targovax” or the “Company”) regarding the contemplated listing of the shares in the Company on Oslo Axess, and the private placement and subsequent offering approved by the extraordinary general meeting of the Company on 6 July 2016.

Approval and availability of the Prospectus:

The Norwegian Financial Supervisory Authority (the “NFSA”) has approved the prospectus of the Company dated 7 July 2016 (the “Prospectus”), for the (i) listing of the shares in the Company on Oslo Axess; and (ii) the subsequent offering and listing of up to 2,666,667 new shares in the Company each with a par value of NOK 0.10 (the “Offer Shares”) (the “Subsequent Offering”).

The prospectus will be available on the following websites: www.circio.com, www.dnb.no/emisjoner, www.abgsc.no and www.arctic.com. Hard copies of the Prospectus are available at the offices of Targovax ASA, Lilleakerveien 2 C, 0283 Oslo, Norway or may be obtained by contacting DNB Markets at +47 23 26 81 01, Arctic Securities at +47 21 01 30 40 or ABG Sundal Collier at +47 22 01 60 00.

The Subsequent Offering:

• The Subsequent Offering consists of an offer by the Company to issue up to 2,666,667 Offer Shares, raising approximately NOK 20 million in gross proceeds to the Company if all Offer Shares are issued.
• Eligible Shareholders, being shareholders of the Company as of 21 June 2016 (as registered in the VPS on 23 June 2016 pursuant to the two days’ settlement procedure in VPS (the Record Date)), other than shareholders who were part of the pre-sounding for, or were allocated shares in the private placement completed by the Company on 7 July 2016 (the Private Placement) and shareholders in jurisdictions other than Norway where an offer to participate in the Subsequent Offering is not allowed or would require approval or registration of a prospectus or similar measures, will be granted non-transferable subscription rights that, subject to applicable law, will give preferential right to subscribe for, and be allocated, Offer Shares at the Subscription Price (as defined below).
• The Eligible Shareholders will be granted 0.42939 subscription rights for each existing share registered as held by such Eligible Shareholders as of the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price, subject to applicable securities laws. Oversubscription and subscription without subscription rights is permitted.
• The Subscription Price in the Subsequent Offering is NOK 7.50 per Offer Share, being the same as the subscription price in the Private Placement.
• The Subscription Period will commence on 11 July 2016 and end on 8 August 2016 at 16:30 hours (CET). Subscription Rights which are not exercised before 8 August 2016 at 16:30 hours (CET) will have no value and will lapse without compensation to the holder. Holders of subscription rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in the prospectus.

ABG Sundal Collier, Arctic Securities and DNB Markets, a part of DNB Bank ASA, are acting as Joint Global Coordinators and Bookrunners for the Private Placement and the Subsequent Offering.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Gunnar Gårdemyr, CEO

Phone: +46 73 083 77 79

Email: ggardemyr@targovax.com

Øystein Soug, CFO

Phone: +47 906 56 525

Email: oystein.soug@targovax.com

ABOUT TARGOVAX:  

Targovax is a clinical stage immuno-oncology company dedicated to the development of highly targeted immunotherapies for cancer patients. Targovax is developing two complementary and highly targeted approaches in immuno-oncology: a peptide-based immunotherapy platform for patients with RAS-mutated cancers and a virus-based immunotherapy platform based on engineered oncolytic viruses armed with potent immune-stimulating transgenes for patients with solid tumors.

IMPORTANT INFORMATION

This communication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States, Norway or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act and to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of the securities will be made in the United States.

Any offering of securities will be made by means of a prospectus to be published that may be obtained from the issuer or selling security holder, once published, and that will contain detailed information about the Company and its management, as well as financial statements. These materials are an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not subscribe for any securities referred to in these materials except on the basis of information contained in the prospectus. In any EEA Member State other than Norway (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus Directive as implemented in Norway) that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive (“Qualified Investors”), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions.