Targovax ASA Lilleakerveien 2 C TARGOVAX ASA 0283 Oslo Norway (A Public Limited Company Incorporated Under the Laws of Norway)
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Registered office and advisors Targovax ASA Lilleakerveien 2 C TARGOVAX ASA 0283 Oslo Norway (A public limited company incorporated under the laws of Norway) Listing of the Company’s Shares on Oslo Axess Offering and listing of up to 2,666,667 Offer Shares with Subscription Rights for Eligible Shareholders at a Subscription Price of NOK 7.50 per Offer Share This prospectus (the "Prospectus") has been prepared in connection with the listing (the "Listing") of the shares (the "Shares") in Targovax ASA (the "Company"), a public limited company incorporated under the laws of Norway (together with its consolidated subsidiaries, "Targovax" or the "Group") on Oslo Axess ("Oslo Axess"), a stock exchange operated by Oslo Børs ASA, and the subsequent offering (the "Subsequent Offering") of up to 2,666,667 new shares in the Company with a nominal value of NOK 0.10 each (the "Offer Shares") at a subscription price of NOK 7.50 per Offer Share (the "Subscription Price") as resolved by the extraordinary general meeting of the Company held Joint Global Coordinators and Joint Bookrunners on 6 July 2016. ABG Sundal Collier Norge ASA Arctic Securities AS DNB Markets Munkedamsveien 45E Vika Atrium Haakon VIIs gate 5 Dronning Eufemias gate 30 The shareholders of the Company as of 21 June 2016 (and being registered as such in the Norwegian Central Securities Depository (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- N-0250 Oslo N-0116 Oslo N-0021 Oslo sounding for or were allocated shares in the private placement of 14,685,000 new shares, each with a nominal value of NOK 0.10, (the "Private Norway Norway Norway Placement Shares") 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, (the "Eligible Shareholders") will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable law, will give preferential right to subscribe for, and be allocated, Offer Shares at the Subscription Price. Legal Adviser to the Company Legal Adviser to the Joint Global Coordinators and Joint Each Eligible Shareholder will be granted 0.42939 Subscription Rights for each existing Share registered as held by such Eligible Shareholders as Advokatfirmaet Thommessen AS Bookrunners of the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right will give the right to subscribe for, and Haakon VII’s gate 10 Advokatfirmaet Wiersholm AS be allocated, one Offer Share, subject to applicable securities laws. Over-subscription and subscription without Subscription Rights will be N-0161 Oslo Dokkveien 1 permitted. Norway N-0250 Oslo Norway The subscription period in the Subsequent Offering will commence at 09:00 hours Central European Time ("CET") on 11 July 2016 and expire at 16:30 hours CET, on 8 August 2016 (the "Subscription Period"). Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. The Shares, including the Private Placement Shares, are, and the Offer Shares will be, registered in the Norwegian Central Securities Depository (the "VPS") in book-entry form. All Shares will rank in parity with one another and carry one vote per Share. Except where the context requires otherwise, references in this Prospectus to "Shares" will be deemed to include the existing Shares, including the Private Placement Shares, and the Offer Shares. Investing in the Shares involves a high degree of risk. Prospective investors should read the entire document and, in particular, consider Section 2 "Risk Factors" beginning on page 12 when considering an investment in the Company. The Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and are being offered and sold: (i) in the United States only to QIBs as defined in Rule 144A or in other transactions exempt from registration requirements under the U.S. Securities Act; and (ii) outside the United States in compliance with Regulation S. The distribution of this Prospectus and the offer and sale of the Offer Shares in certain jurisdictions may be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. See Section 17 "Selling and Transfer Restrictions". The due date for the payment of the Offer Shares is expected to be on or about 12 August 2016. Delivery of the Offer Shares is expected to take place on or about 17 August 2016 through the facilities of the VPS. Prior to the Listing, the Shares have not been publicly traded. The Company applied for the Shares (including the Private Placement Shares, but excluding the Offer Shares) to be admitted for trading and listing on Oslo Axess on 30 June 2016, and the board of directors of Oslo Stock Exchange approved the listing application of the Company on 5 July 2016, subject to certain conditions being met. All such conditions have been met as of the date of this Prospectus. Trading in the Shares (including the Private Placement Shares, but excluding the Offer Shares) on Oslo Axess is expected to commence on or about 8 July 2016, under the ticker code "TRVX". Joint Global Coordinators and Joint Bookrunners ABG Sundal Collier Arctic Securities DNB Markets The date of this Prospectus is 7 July 2016 www.kursiv.no Targovax ASA – Prospectus IMPORTANT INFORMATION This Prospectus has been prepared in connection with the Listing of the Shares on Oslo Axess (including the Private Placement Shares, but excluding the Offer Shares), and the Subsequent Offering and listing of the Offer Shares in the Company. This Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the "Norwegian Securities Trading Act") and related secondary legislation, including the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses, as amended, and as implemented in Norway (the "EU Prospectus Directive"). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) (the "Norwegian FSA") has reviewed and, on 7 July 2016, approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information included in this Prospectus. The approval by the Norwegian FSA only relates to the information included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or referred to in this Prospectus. For definitions of certain other terms used throughout this Prospectus, see Section 19 "Definitions and Glossary". The Company has engaged ABG Sundal Collier Norge ASA ("ABG Sundal Collier"), Arctic Securities AS ("Arctic Securities") and DNB Markets, a part of DNB Bank ASA ("DNB Markets") as Joint Global Coordinators and Joint Bookrunners (the "Joint Bookrunners"). The information contained herein is current as at the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment by investors of the Offer Shares between the time of approval of this Prospectus by the Norwegian FSA and the Listing of the Offer Shares on Oslo Axess, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, nor the sale of any Offer Share, shall under any circumstances imply that there has been no change in the Group’s affairs or that the information herein is correct as at any date subsequent to the date of this Prospectus. No person is authorized to give information or to make any representation concerning the Group or in connection with the Listing, the Subsequent Offering or the sale of the Offer Shares other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorized by the Company or the Joint Bookrunners or by any of the affiliates, representatives, advisors or selling agents of any of the foregoing. The distribution of this Prospectus and the offer and sale of the Offer Shares in certain jurisdictions may be restricted by law. This Prospectus does not constitute an offer of, or an invitation to purchase, any of the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. Neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. In addition, the Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.