THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Faron Pharmaceuticals Oy
("Faron" or the "Company")
Results of Placing and Subscription,
Issue of Equity
and
Director/PDMR Shareholding
Faron successfully raises £8.0 million through a Placing and Subscription
TURKU - FINLAND, 21 September 2016 - Faron Pharmaceuticals Oy ("Faron" or "Company") (LON: FARN), the clinical stage biopharmaceutical company, is pleased to announce that following the announcement on 20 September 2016, the proposed Placing and Subscription has now been subscribed in full. Pursuant to the Placing and Subscription, the Company is raising approximately £8.0 million before expenses by way of the Placing of 2,868,000 Placing Shares and the Subscription of 332,000 Subscription Shares at the Issue Price of 250 pence per share. The Placing and Subscription have been supported by the participation of existing and new shareholders and certain Directors of the Company. The Board of Directors of Faron has resolved on the issuance of the Placing Shares and the Subscription Shares pursuant to the authorisation granted by the Annual General Meeting of Shareholders granted in May 2016 and approved the subscriptions. The Placing Shares and the Subscription Shares are expected to be registered with the Finnish Trade Register on or about 21 September 2016.
Application has been made to the London Stock Exchange for admission to AIM of the 3,200,000 Placing Shares and Subscription Shares (in aggregate) ("Admission"), and it is expected that Admission will take place at 8:00 a.m. on 23 September 2016 and that dealings in the Placing Shares and Subscription Shares on AIM will commence at the same time.
The Placing Shares and Subscription Shares will, when registered, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of registration of the Placing Shares and Subscription Shares with the Finnish Trade Register.
Faron's enlarged issued number of shares immediately following registration and Admission will be 26,311,704 Ordinary Shares with voting rights attached. The Company has no shares in Treasury; therefore upon, and subject to, registration, the total number of voting rights in Faron will be 26,311,704 (the "Enlarged Number of Shares and Votes"). This figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify an interest in, or a change to their interest in, the issued shares and votes of the Company.
Director/PDMR Shareholding
Certain of the Company's directors have subscribed for, in aggregate, 6,866 Placing Shares and 12,000 Subscription Shares at the Issue Price. The beneficial interests of the participating directors in the issued shares and votes of the Company are set out below:
|
Before Placing and Subscription |
Number of Subscription Shares / Placing Shares subscribed for |
After Placing and Subscription |
Director/PDMR |
No. of Ordinary Shares held |
Holding as a % of the Company's existing issued shares and votes |
No. of Ordinary Shares held |
Holding as a % of the Company's Enlarged Number of Shares and Votes |
Dr Frank Armstrong |
3,846 |
0.02% |
4,000 |
7,846 |
0.03% |
Matti Manner |
480,900 |
2.08% |
4,000 |
484,900 |
1.84% |
Dr Jonathan Knowles |
3,846 |
0.02% |
6,866 |
10,712 |
0.04% |
Dr Huaizheng Peng |
- |
- |
4,000 |
4,000 |
0.02% |
The participation by Dr Frank Armstrong, Matti Manner, Dr Jonathan Knowles and Dr Huaizheng Peng (by way of the participation by Vantage Link Limited, a company majority-owned by Dr Huaizheng Peng's wife Sally Yinghui Mao) in the Placing and Subscription constitutes a related party transaction for the purposes of the AIM Rules. The independent directors for the purposes of the Subcription, being Dr Markku Jalkanen, Yrjö Wichmann, Leopoldo Zambeletti and Dr Juho Jalkanen, having consulted with the Company's nominated adviser, Cairn, consider that the terms of the related party transaction are fair and reasonable insofar as the Shareholders are concerned.
Commenting on the Placing and Subscription, Dr Markku Jalkanen, CEO of Faron, said:
"We are delighted to welcome numerous new institutional investors and would like to thank our existing shareholders for their continued support. We are pleased to have seen strong demand during pre-marketing of the Placing and Subscription, an encouraging sign of trust in our performance. We look forward to progressing the Company on multiple fronts and continuing to build shareholder value."
The information contained within this announcement constitutes inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014.
All capitalised terms in this announcement are with reference to the announcement made by Faron at 7.00 a.m. on 20 September 2016.
ENDS
For more information please contact:
Faron Pharmaceuticals Oy
Katja Wallenlind
Phone +358 (50) 577 4807
E-mail: [email protected]
Hume Brophy, PR
Mary Clark, Eva Haas, Hollie Vile
Phone: +44 207 862 6390
E-mail: [email protected]
Cairn Financial Advisers LLP, Nominated Adviser
Emma Earl, Tony Rawlinson, Rebecca Anderson
Phone: +44 207 148 7900
Panmure Gordon (UK) Limited, Joint Broker
Freddy Crossley, Duncan Monteith (Corporate Finance)
Tom Salvesen (Corporate Broking)
Phone: +44 207 886 2500
Whitman Howard Limited, Nominated Broker
Ranald McGregor-Smith, Francis North
Phone: +44 207 659 1234
About Faron Pharmaceuticals Oy
Faron is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, cancer immunotherapy and vascular damage. The pipeline is built on Faron's scientific knowledge and control of the endothelial barrier, the membrane of cells lining blood and lymphatic vessels to separate blood content from tissues. The Company's lead candidate Traumakine® is in development for the treatment of Acute Respiratory Distress Syndrome ("ARDS"), a rare, severe, life-threatening medical condition characterised by widespread inflammation in the lungs. Traumakine is currently in a pan-European pivotal Phase III study (INTEREST). Additionally, Faron is developing Clevegen® a ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has the ability to convert the immune environment around a tumour from being immune suppressive to immune stimulating. This novel macrophage-directed immuno-oncology approach is called Tumour Immunity Enabling Technology ("TIET") and can be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. New application opportunities related to TIET cover chronic infections and inefficient vaccination. Based in Turku, Finland, Faron Pharmaceuticals is listed on AIM under the ticker 'FARN'. Further information is available at www.faronpharmaceuticals.com
