December 19, 2015
Final allocations of Basilea CHF 200 million senior convertible bonds
This press release or the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in such countries
Basel, Switzerland, December 18, 2015 - Following Basilea Pharmaceutica Ltd's (SIX: BSLN) successful placement and provisional allocations of the CHF 200 million senior unsecured convertible bonds due 2022 on 9 December 2015 and the expiration of the advance subscription rights period on 18 December 2015, the final allocations of the bonds have been made today and will be communicated to the institutional investors on Monday morning, 21 December 2015.
As of 18 December 2015, 12:00 noon CET, 1'153'710 advance subscription rights, corresponding to 4'273 Bonds (10.7% of the total issue size of CHF 200 million), were exercised by eligible shareholders. Accordingly, the provisional allocations to institutional investors who participated in the bookbuilding on 9 December 2015 will be reduced on a pro rata basis ("clawback"). As a result, Bonds in the aggregate amount of CHF 178.635 million have been finally allocated to such institutional investors and Bonds in the aggregate amount of CHF 21.365 million have been finally allocated to eligible shareholders who exercised their advance subscription rights.
Provisional trading of the Bonds on SIX Swiss Exchange started on 15 December 2015. Payment and settlement of the Bonds is expected to take place on 23 December 2015.
Basilea agreed to a company lock-up ending 90 days after that date, subject to customary exceptions.
J.P. Morgan and UBS acted as Joint Bookrunners on the offering.
Basilea is a Swiss-based biopharmaceutical company focused on the research, development and commercialization of products targeting the medical challenge of resistance and non-response to current treatment options in the therapeutic areas of bacterial infections, fungal infections and cancer.
Basilea's common shares are listed on SIX Swiss Exchange.
This press release constitutes neither an offer to sell nor a solicitation to buy securities of the Company and it does not constitute a prospectus or a similar communication within the meaning of article 752, 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The securities have already been sold.
This communication is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments and who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) who fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this communication or any of its contents.
This communication is not for distribution in the United States, Canada, Australia or Japan. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which is unlawful to do so. In particular, this communication is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act of 1933 or an exemption from registration. The securities referred to in this communication have not been and will not be registered under the Securities Act and will not be publicly offered or sold in the United States.
This communication does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA"). Any offers of the Securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities.
This communication expressly or implicitly contains certain forward-looking statements concerning Basilea Pharmaceutica Ltd. and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of Basilea Pharmaceutica Ltd. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Basilea Pharmaceutica Ltd. is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
For further information, please contact:
|Media Relations||Investor Relations|
| Peer Nils Schröder, PhD |
Head Public Relations &
+41 61 606 1102
| Barbara Zink, PhD, MBA |
Head Corporate Development
+41 61 606 1233
This press release can be downloaded from www.basilea.com.