Bionomics Announces Underwritten Rights Issue to Raise $16.4 Million


  • Fully underwritten 1 for 8 non-renounceable rights issue at $0.36 to raise $16.4m
  • Funds used to advance key development programs, including BNC101 & BNC375
  • Provides a strengthened balance sheet ahead of potential licensing negotiations
  • Sub-underwriting strongly supported by new and existing international and domestic institutional investors

ADELAIDE, Australia, March 4, 2013 (GLOBE NEWSWIRE) -- Bionomics Limited (ASX:BNO) (Bionomics) today announces a 1 for 8 non-renounceable rights issue at $0.36 per New Share to raise up to approximately $16.4 million before costs (The Offer). The Offer is fully underwritten by Lead Manager Bell Potter Securities Limited.

Funds from the capital raising will be used to advance development programs across Bionomics' pipeline, including BNC375, Bionomics' drug candidate for the treatment of Alzheimer's disease and other conditions where memory is significantly compromised and Bionomics' cancer stem cell directed drug candidate BNC101. The development of these drug candidates is consistent with Bionomics' focus on discovering, developing and partnering drug candidates which fill unmet needs in the treatment of serious medical conditions.

The funding will strengthen Bionomics balance sheet ahead of potential new licensing deals. Bionomics' cash position at the completion of the capital raising is anticipated to be approximately $26 million. The Company's financial outlook is also anticipated to be boosted by a milestone payment from Ironwood Pharmaceuticals in relation to IW-2143 (BNC210).

The funding will also improve Bionomics' capacity to independently advance clinical trials of drug candidates in its pipeline. The Board believes that this capability will most effectively leverage the Company's technology platforms and optimise the return on R&D investment.

Sub-underwriting of The Offer has been heavily over-subscribed, an indication of the strong support from international and domestic institutional investors. Following completion of The Offer, Bionomics anticipates that two Pharma/biotech investment funds, including a US based fund, will have increased their holdings in the Company and that a new international institutional investor will join the Company's share register.

Details regarding the terms of the underwriting are set out in the Offer Booklet which accompanies this announcement.

Offer details

The Offer will be open to Shareholders (Eligible Shareholders) who are registered on the Company's register of members as a holder of Shares at 6.30pm (Adelaide time) on Wednesday, 13 March 2013 (Record Date) with a registered address in Australia or New Zealand.

Bionomics has determined not to extend The Offer to Shareholders who are not Eligible Shareholders (Ineligible Shareholders) after considering the number of such Shareholders, the number and value of Shares that they hold and the cost of complying with the applicable regulations in jurisdictions outside Australia and New Zealand. In certain circumstances, the Company may choose (but is not obliged) to treat an Ineligible Shareholder as an Eligible Shareholder.

Under The Offer, Eligible Shareholders will have the opportunity to subscribe for 1 New Share for every 8 existing Shares held at 6.30pm (Adelaide time) on the Record Date at the Offer Price of $0.36 per New Share. New Shares will rank equally with Bionomics' existing issued Shares. Fractional entitlements will be rounded up to the nearest whole number of New Shares.

The Offer will incorporate a shortfall facility under which Eligible Shareholders can apply for New Shares in excess of their pro rata entitlement.

The Offer will result in the issue of up to approximately 45.6 million New Shares, taking Bionomics' total issued ordinary share capital to approximately 410.7 million Shares.

In the event that all Eligible Shareholders take up their entitlements, there will be no significant actual or potential effect or consequences arising from The Offer on the control of the Company. If some Eligible Shareholders do not take up all of their entitlements under The Offer, then the interests of those Eligible Shareholders in the Company will be diluted. If each of the sub-underwriters takes up its full sub-underwriting amount, each of them will have voting power in the Company of less than 5%.

Offer Timetable

Key Event Date
Announcement of Offer Monday, 4 March 2013
Offer Booklet lodged with ASX Monday, 4 March 2013
Appendix 3B lodged with ASX Monday, 4 March 2013
Notice despatched to Eligible Shareholders Tuesday, 5 March 2013
Ex-date for Offer Wednesday, 6 March 2013
Record Date to determine entitlement to participate in Offer 6:30pm (Adelaide time) on Wednesday, 13 March 2013
Offer Booklet and Entitlement and Acceptance Forms despatched to Eligible Shareholders Monday, 18 March 2013
Offer opens Monday, 18 March 2013
Offer closes 5.00pm (Adelaide time) on Wednesday, 3 April 2013
New Shares quoted on a deferred settlement basis Thursday, 4 April 2013
Shortfall Notice lodged with ASX Monday, 8 April 2013
Allotment of New Shares Thursday, 11 April 2013
Deferred settlement trading ends Thursday, 11 April 2013
New Shares expected to commence trading on ASX on normal settlement basis Friday, 12 April 2013

These dates are indicative only and are subject to change. Bionomics, with the consent of the Underwriter, reserves the right to amend this indicative timetable without prior notice including, subject to the Corporations Act and the ASX Listing Rules, to extend the latest date for receipt of Entitlement and Acceptance Forms or to cancel The Offer. The commencement of quotation of New Shares is subject to confirmation by ASX.

Important Information

Investors are advised to refer to the Offer Booklet which accompanies this announcement for further important details regarding The Offer. Investors should read the Offer Booklet carefully before making any investment decision regarding The Offer.

An Appendix 3B in respect of The Offer and a "cleansing statement" under the Corporations Act accompany this announcement.

About Bionomics Limited

Bionomics (ASX:BNO) is an Australian based international biotechnology company which discovers and develops innovative therapeutics for cancer and diseases of the central nervous system. Bionomics has small molecule product development programs in the areas of cancer, anxiety, memory loss and autoimmune disorders, several of which are in or approaching clinical development stage. Its oncology approach includes cancer stem cell therapeutics as well as vascular disruption in solid tumours.

BNC105, which is undergoing Phase II clinical development for the treatment in a range of solid tumour types, is based upon the identification of a novel compound that potently and selectively restricts blood flow within tumours. BNC105 offers blockbuster potential if successfully developed. A clinical program is also underway for the treatment of anxiety disorders and depression based on IW-2143(BNC210), a novel compound which stimulates neurite outgrowth. IW-2143 is partnered with Ironwood Pharmaceuticals.

Bionomics' discovery and development activities are driven by its four proprietary technology platforms: Angene®, a drug discovery platform which incorporates a variety of genomics tools to identify and validate novel angiogenesis targets (involved in the formation of new blood vessels); MultiCore®, a diversity orientated chemistry platform for the discovery of small molecule drugs; ionX®, a set of novel technologies for the identification of drugs targeting ion channels for diseases of the central nervous system; and CSC Rx Discovery™, which identifies antibody and small molecule therapeutics that inhibit the growth of cancer stem cells. These platforms drive Bionomics' pipeline and underpin its established business strategy of securing partners for its key compounds.

Factors Affecting Future Performance

This announcement contains "forward-looking" statements within the meaning of the United States' Private Securities Litigation Reform Act of 1995. Any statements contained in this presentation that relate to prospective events or developments, including, without limitation, statements made regarding Bionomics' development candidates BNC105, IW-2143 (BNC210), BNC101 and BNC375, our acquisition of Eclipse Therapeutics and ability to develop products from their platform, its licensing deal with Ironwood Pharmaceuticals, drug discovery programs and pending patent applications are deemed to be forward-looking statements. Words such as "believes," "anticipates," "plans," "expects," "projects," "forecasts," "will" and similar expressions are intended to identify forward-looking statements.

There are a number of important factors that could cause actual results or events to differ materially from those indicated by these forward-looking statements, including risks related to our available funds or existing funding arrangements, a downturn in our customers' markets, our failure to introduce new products or technologies in a timely manner, Ironwood's decisions to continue or not continue development of IW-2143, regulatory changes, risks related to our international operations, our inability to integrate acquired businesses and technologies into our existing business and to our competitive advantages, as well as other factors. Results of studies performed on competitors products may vary from those reported when tested in different settings.

Subject to the requirements of any applicable legislation or the listing rules of any stock exchange on which our securities are quoted, we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this presentation.

CONTACT: FOR FURTHER INFORMATION PLEASE CONTACT: Bionomics Dr Deborah Rathjen CEO & Managing Director +618 8354 6101 Melanie Young CFO +618 8354 6101 Monsoon Communications Rudi Michelson +613 9620 3333 The Trout Group Lauren Glaser +1 646 378 2972 lglaser@troutgroup.comSource:Bionomics Limited