SYDNEY, April 21, 2015
/PRNewswire/ -- Novogen Limited (ASX:NRT; NASDAQ:NVGN)
("Company" or "Novogen"), an Australian/US biotechnology
company, advises that it has entered into definitive agreements
today to issue approximately 51 million fully-paid ordinary shares
plus one attaching 6-month option and half of one attaching 5-year
option for every ordinary share issued, to institutional investors
in the United States in a private
placement for aggregate gross proceeds of approximately
AU$15,500,000 ("Placement"). The closing of the Placement is
expected to occur on or about 24 April
2015 and is subject to satisfaction of customary closing
conditions. The issue of the attaching options under the
Placement is subject to shareholder approval.
HC Wainwright & Co. is the exclusive placement agent for the
Placement.
To provide an opportunity for existing shareholders of the
Company to participate at the same price, the Company will be
undertaking a 1 for 6 non-renounceable rights issue offering of
fully-paid ordinary shares to raise up to a maximum of
approximately A$15,000,000 ("Rights
Issue"). Participants will also receive, for no additional cash
consideration, one 6-month option and half of one 5-year option for
every one share issued under the Rights Issue. The Rights Issue
will be open to eligible shareholders who hold shares as at
5.00pm (AEST) on Friday 1 May 2015 ("Record Date"). The Rights Issue is
expected to close at 5.00pm (AEST) on
29 May 2015. Eligible shareholders will be invited to apply
for additional shares together with attaching options in excess of
their entitlement. The directors have reserved the right to
place any shortfall within 3 months of close of the Rights
Issue.
Lodge Partners Pty Ltd (http://www.lodgepartners.com.au/) and HC
Wainwright & Co. will co-manage the placement of any shortfall
in the Rights Issue.
Under the terms of the Placement and the Rights Issue, the
Company proposes to raise up to AU$30,500,000 through the issue of
an aggregate of up to approximately 98.7 million fully-paid
ordinary shares at a price of AU$0.30 each, comprising
approximately 51 million shares under the Placement and up to
approximately 47 million shares under the Rights Issue.
The AU$0.30 issue price represents a 10% discount to the 5-day
VWAP leading up to Friday 17 April
2015.
The Company has also in aggregate agreed to grant to the
investors under both the Placement and the Rights Issue, for no
additional cash consideration:
- 6-month options to purchase up to an aggregate of approximately
98 million ordinary shares at an exercise price of A$0.30 per option; and
- 5-year options to purchase up to an aggregate of approximately
49 million ordinary shares at an exercise price of A$0.40 per option.
Issuance of the options under the Placement is subject to
Novogen receiving shareholder approval at a general meeting, which
is expected to be held in June 2015.
The issuance of the options under the Rights Issue will not require
shareholder approval. The exercise price of the options will be
subject to future adjustment for various events required under ASX
Listing Rules, such as stock splits.
The securities offered and sold in the Placement have not been
registered under the Securities Act of 1933, as amended, or any
United States state securities
laws, and may not be offered or sold in the United States absent registration, or an
applicable exemption from registration under the Securities Act and
applicable state securities laws. The Company has agreed to cause
the registration in the United
States of ADRs representing the ordinary shares purchased by
the United States investors and
the shares underlying the options for resale in the United States.
The Company intends to use the proceeds of the Placement and the
Rights Issue for ongoing and future research programs into the
development of the Company's drug pipeline and for working capital
purposes.
Notices containing further details in relation to the Rights
Issue, including the proposed timetable, will be sent to
shareholders and optionholders of Novogen shortly. A copy of those
notices will also be made available on the ASX website at
asx.com.au under the code "NRT" and the Company's website at
www.novogen.com.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in any
jurisdiction.
Graham Kelly, Novogen Group CEO,
said, "The Company is about to enter a significant growth phase.
The last two years have been about laying the groundwork with our
two technology platforms. That work has brought us now to a
position of being in a position to exploit the considerable
opportunities that those two proprietary drug technology platforms
offer.
"We have identified 3 needs for funding. The first is to provide
a runway for our 3 lead oncology candidate drugs to put them in a
position (Phase 1b/2a, Phase 0) where we might expect to see
objective evidence of clinical benefit.
"The second need is to build on the highly promising data we are
seeing with both technology platforms in a range of non-oncology
fields. Five such programs are underway, each with the potential to
develop into major new areas of therapeutic opportunity.
"The third need is to retain our independence in order to
maximize shareholder value. Novogen has the opportunity to grow
quickly into a significant drug discovery company. The further we
take that opportunity as an independent company, the greater the
shareholder value. I believe that the Company has the intellectual
property and the management expertise to achieve its goal of
becoming a major player in the international biotechnology sector,
and the fund-raising that we have announced today is key to that,"
Kelly added.
About Novogen Limited
Novogen is a public, Australian-US drug-development company
whose shares trade on both the Australian Securities Exchange
('NRT') and NASDAQ ('NVGN'). The Novogen group includes US-based,
CanTx Inc, a joint venture company with Yale
University.
Novogen has two main drug technology platforms:
super-benzopyrans (SBPs) and anti-tropomyosins (ATMs). SBP
compounds have been designed to kill the full heterogeneity of
cells within a tumor, but with particular activity against the
cancer stem (tumor-initiating) cell.
The ATM compounds target the micro-filament component of the
cancer cell's cytoskeleton and have been designed to combine with
anti-microtubule drugs (taxanes, vinca alkaloids) to produce
comprehensive and fatal destruction of the cancer cell
cytoskeleton.
The Company pipeline comprises two SBP drug candidates
(TRXE-002, TRXE-009) and one ATM drug candidate
(Anisina).
Further information is available on our website
www.novogen.com.
For more information please contact:
Corporate
Contact
Dr. Graham
Kelly
Executive Chairman
& CEO
Novogen
Group
Graham.Kelly@novogen.com
+61 (0) 2 9472
4100
|
Media
Enquiries
Cristyn
Humphreys
Chief Operating
Officer
Novogen
Group
Cristyn.Humphreys@novogen.com
+61 (0) 2 9472
4111
|
Forward Looking Statement
All statements other than statements of historical fact
included in this announcement including, without limitation,
statements regarding future plans and objectives of Novogen Limited
("Novogen") are forward-looking statements. When used in this
announcement, forward-looking statements can be identified by words
such as 'may', 'could', 'should', 'would', 'believes', 'estimates',
'targets', 'expects' or 'intends' and other similar words that
involve risks and uncertainties.
Such statements relate to future events and expectations and
as such involve known and unknown risks and uncertainties. These
risks and uncertainties include, among other things, market
conditions, weather risks, economic and political risks.
These statements are based on an assessment of present
economic and operating conditions, and on a number of assumptions
regarding future events and actions that, as at the date of this
announcement, are expected to take place. Such forward-looking
statements are not guarantees of future performance and involve
known and unknown risks, uncertainties, assumptions and other
important factors, many of which are beyond the control of Novogen,
its directors and management, which could cause Novogen's actual
results to differ materially from the results expressed or
anticipated in these statements.
Novogen cannot and does not give any assurance that the
results, performance or achievements expressed or implied by the
forward-looking statements contained in this announcement will
actually occur and investors are cautioned not to place undue
reliance on these forward-looking statements. Actual results,
actions, and developments may differ materially from those
expressed or implied by those forward-looking statements depending
on a variety of factors.
Novogen does not undertake to update or revise forward-
looking statements, or to publish prospective financial information
in the future, regardless of whether new information, future events
or any other factors affect the information contained in this
announcement, except where required by applicable law and stock
exchange listing requirements.
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SOURCE Novogen Ltd