Bionor Pharma ASA
STOCK EXCHANGE ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES
Primary insider notification regarding Subscription Rights in the Rights Issue
(Oslo, Norway, 14 September 2016) Reference is made to the announcement on 14 September 2016 by Bionor Pharma ASA ("Bionor" or the "Company", ticker "BIONOR") regarding inter alia the rights issue of 525,000,000 new shares in the Company at a subscription price of NOK 0.10 per share (the "Rights Issue") to shareholders in the Company as per the end of 9 September 2016 who shall have preferential rights to subscribe for new shares in the Company, provided such are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the "Eligible Shareholders").
Eligible Shareholders will receive 1.5640403 subscription rights ("Subscription Rights") for each share held as per the end of 9 September 2016 and as documented by the shareholder register in the VPS as of 13 September 2016 (T+2) (the "Record Date"). Subscription Rights will not be awarded based on the shares subscribed for in the private placement.
Certain primary insiders of the Company have received Subscription Rights in the Rights Issue. The following table sets out details in respect of such primary insiders:
| Name | Position | Shareholding as at Record Date | Subscription Rights | Total shareholding (if all Subscription Rights are exercised) |
| Lars H. Høie1 | Former board member | 75,253,370 | 117,699,303 | 192,952,673 |
| Steen Krøyer1 | Former board member | 299,700 | 468,742 | 768,442 |
| Jens Krøis | CFO | 105,600 | 165,162 | 270,762 |
| Barbara Ann Ruskin | Chief Patent Officer | 92,900 | 145,299 | 238,199 |
| Cecilie Grue2 | Legal Director | 105,600 | 165,162 | 270,762 |
| Gunnar Flåten | VP Director of Finance | 817,500 | 1,278,602 | 2,096,102 |
| Maja Sommerfelt | VP Director of Research & External Innovation | 319,287 | 499,377 | 818,664 |
1 Pursuant to the extraordinary general meeting held in the Company on 9 September 2016 both Mr. Høie and Mr. Krøyer have been replaced as board members, effective from 15 September 2016. They are, from 15 September 2016 accordingly no longer to be classified as primary insiders of the Company.
2 Grue Invest AS controlled by Cecilie Grue
Further information
Per S. Thoresen, Chairman of the Board of Directors, +47 906 14 620
Unni Hjelmaas, Acting CEO, +47 915 19 651, uh@bionorpharma.com
About Bionor
Bionor Pharma's mission is to enable the immune system to fight HIV infection. Bionor is the first company, which has successfully completed a clinical trial using the shock and kill approach, thereby creating a strong foundation for further advancing its therapeutic vaccine Vacc-4x in combination with other agents towards a functional cure. The company believes it has first mover potential based on clinical results to date and early adoption of the shock and kill strategy. In December 2015, Bionor announced that the HIV trial REDUC with Vacc-4x and romidepsin successfully met its primary endpoint by reducing latent HIV reservoir and further demonstrated control of viral load. Bionor currently retains full ownership rights to the HIV immunotherapy Vacc-4x, i.e., the upside potential from partnering or licensing remains with the company's shareholders. Bionor is listed on Oslo Børs (OSE:BIONOR). More information about Bionor is available at www.bionorpharma.com.
Important Information
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan, Hong Kong or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor SpareBank 1 Markets AS assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
