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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“EEA”)
Schlieren (Zurich), Switzerland, June 19, 2017
Kuros Biosciences launches rights and share offering
Kuros Biosciences (SIX:KURN) today announced that the Board of Directors determined the final structure and terms of its share placement. The Board decided to offer up to 1,612,330 shares within a price range of CHF 12.50 to CHF 15.50 per share. The gross proceeds, net of certain costs and expenses associated with the placement, will be used to prepare the commercialization of Kuros’ lead products MagnetOS and Neuroseal.
The placement will be conducted as an “at market” rights offering and a share offering for shares, for which rights were not exercised, subject to certain limitations based on residency. Existing shareholders will receive one subscription rights for each share held. Four subscription rights will grant the shareholder to purchase one new share. The cut-off date for the allocation of the subscription rights will be on June 20, 2017, after close of trading. The rights exercise period will start on June 21, 2017, and end on June 28, 2017, 12 noon. The share offering will start on June 21, 2017, and end on June 28, 2017, 4pm. The final number of new shares and the offer price are expected to be announced on or around June 29, 2017. In addition, Kuros granted a call option in order to place up to 100,000 additional new shares for the purpose of covering over-allotments made and enabling stabilisation measures.
The share offering involves a public offering in Switzerland and private placements to qualified institutional investors in certain jurisdictions outside Switzerland in compliance with applicable securities laws.
The settlement and first day of trading of the newly issued shares is expected to be on July 3, 2017.
Zürcher Kantonalbank, goetzpartners and Octavian are acting as Joint Placement Agents for Kuros in the offering.
For further information, please contact:
Kuros Biosciences Ltd
Harry Welten, MBA
Chief Financial Officer
Tel: +41 79 750 15 64
About Kuros Biosciences Ltd
Kuros Biosciences is focused on the development of innovative products for tissue repair and regeneration and is located in Schlieren (Zurich), Switzerland. The Company is listed according to the International Financial Reporting Standard on the SIX Swiss Exchange under the symbol KURN. Visit www.kuros.ch for additional information on Kuros, its science and product pipeline.
Forward Looking Statements
This news release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. You are urged to consider statements that include the words “will” or “expect” or the negative of those words or other similar words to be uncertain and forward-looking. Factors that may cause actual results to differ materially from any future results expressed or implied by any forward-looking statements include scientific, business, economic and financial factors, Against the background of these uncertainties, readers should not rely on forward-looking statements. The Company assumes no responsibility for updating forward-looking statements or adapting them to future events or developments.
The purpose of this publication is to inform shareholders of Kuros Biosciences AG and the public. This press release does neither constitute an offer to buy or to subscribe to shares of Kuros Biosciences AG nor a prospectus within the meaning of the applicable Swiss law. Investors should make their decision to buy or to subscribe to new shares solely based on the offering and listing prospectus available free of charge at Kuros Biosciences AG, Wagistrasse 25, 8952 Schlieren or at www.kuros.ch/investors/reports-presentations. Investors are furthermore advised to consult their bank or financial adviser.
The securities described herein are offered publicly without restrictions in Switzerland only.
THIS PRESS RELEASE IS NOT BEING ISSUED IN THE USA, IN THE UNITED KINGDOM, IN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“EEA”) AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES, THE UNITED KINGDOM, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR MEMBER STATES OF THE EEA AND MUST NOT BE DISTRIBUTED OR DISSEMINATED TO ONE OF THESE COUNTRIES BY PUBLICATIONS WITH A GENERAL CIRCULATION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES. THE SECURITIES OF KUROS BIOSCIENCES AG HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 AS AMENDED AND ARE NOT BEING OFFERED IN THE UNITED STATES OR TO U.S. PERSONS.
In relation to the United Kingdom the communication of this publication is not being made, and this publication has not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, this publication is not being distributed to, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of this publication is being made to, and is directed only at persons outside the United Kingdom. This publication is only available to such persons and the transaction contemplated herein will be available only to, or engaged in only with persons outside the United Kingdom, and this publication must not be acted on or relied upon by any other person.
In relation to each Member State of the EEA which has implemented the Directives 2003/71/EG dated November 4, 2013 (the “Prospectus Directive”) (each a “Relevant Member State”) and 2010/73/EU dated November 24, 2010, an offer to the public of shares of Kuros Biosciences AG which are the subject of the offering contemplated by this publication may not be made in that Relevant Member State. An offer to the public of shares of Kuros Biosciences AG may in particular also not be made under the provisions of Article 3 (2) of the Prospectus Directive or the respective regulations of national regulations implementing the Prospectus Directive.
The offer referred to in this press release shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.