NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, HONG KONG OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
Faron Pharmaceuticals Oy
("Faron" or the "Company")
Result of Open Offer and Further Subscription
TURKU - FINLAND, 27 August 2019 - Faron Pharmaceuticals Oy ("Faron") (AIM: FARN), the clinical stage biopharmaceutical company, announces that following its announcement on 6 August 2019 (the "Open Offer Announcement"), it has received valid acceptances and excess applications from Qualifying Shareholders in respect of a total of 859,513 Open Offer Shares pursuant to the terms of the Open Offer, raising gross proceeds of approximately €1.01 million (£0.92 million) at the Issue Price of £1.06 per share in respect of Qualifying DI Holders and at the Euro Issue Price of €1.19 in respect of Qualifying non-DI Holders.
In addition to subscriptions under the Open Offer by Qualifying Shareholders the Company has accepted additional subscriptions for 320,000 new Ordinary Shares (being Open Offer Shares not subscribed for under the Open Offer) ("Further Subscription Shares") at the Euro Issue Price of €1.19 to raise additional gross proceeds of approximately €0.38 million (the "Further Subscription"). The Company has therefore raised approximately €2.5 million (£2.3 million) (before expenses) in aggregate through the Subscription (details of which were included in the Open Offer Announcement), Further Subscription and Open Offer.
Shareholders and investors should note that the net proceeds of the Subscription, Open Offer and Further Subscription, of €2.5 million in aggregate, are expected to provide the Company with working capital into early Q1 2020.
Result of Open Offer
The Open Offer closed for acceptances by Qualifying DI Holders through CREST at 11.00 a.m. on 22 August 2019 and by Qualifying Non-DI Holders at 11.00 a.m. on 23 August 2019. 519,433 Open Offer Shares were subscribed for by Qualifying DI Holders at the Issue Price and 340,080 Open Offer Shares were subscribed for by Qualifying non-DI Holders at the Euro Issue Price. Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offer Entitlement. The Open Offer remains conditional upon, registration and issue of the Open Offer Shares, which is expected to occur shortly.
Further Subscription
320,000 Open Offer Shares not subscribed for pursuant to the Open Offer have been subscribed for by new and existing investors at the Issue Price of €1.19 per Ordinary Share, raising gross proceeds of approximately EUR 0.38 million (£0.35 million). The Further Subscription remains conditional on registeration and issue of the Futher Subscription Shares, which is expected shortly. The aggregate number of shares subscribed for in the Open Offer and Further Subscription of 1,179,513 represents approximately 69.5 per cent. of the 1,696,699 shares available for subscription.
Related Party Transaction
Timo Syrjälä an existing shareholder in the Company, has subscribed for 70,000 Further Subscription Shares in aggregate (subscribed for through Acme Investments SPF Sarl ("Acme"), an entity wholly owned by Mr Syrjälä), for an aggregate subscription value of EUR 0.08 million (£ 0.08 million) at the Euro Issue Price. In addition, Mr Syrjälä and Acme subscribed for 168,198 Open Offer Shares in aggregate pursuant to the Open Offer. Following this Further Subscription and Open Offer, Mr Syrjälä's total holding in the Company's shares, which includes his indirect holding through Acme, is 5,718,573 shares, representing 14.53 per cent. of the enlarged issued share capital. Mr Syrjälä is a "Substantial Shareholder" in the Company for the purposes of the AIM Rules. His subscription for Further Subscription Shares and Open Offer Shares pursuant to the Capital Raising is a related party transaction for the purposes of the AIM Rules. The Directors, all of whom are independent of Mr Syrjälä, having consulted with Panmure Gordon, the Company's nominated adviser for the purposes of the AIM Rules, consider the terms of the participation by Mr Syrjälä in the Further Subscription and Open Offer to be fair and reasonable insofar as Shareholders are concerned.
Admission
Applications have been made to the London Stock Exchange for 859,513 Open Offer Shares and 320,000 Further Subscription Shares, to be admitted to trading on AIM. It is expected that Admission of the Open Offer Shares and Further Subscription Shares will take place at 8.00 a.m. on 28 August 2019. The Open Offer Shares will rank pari passu with the existing Ordinary Shares. Following issue of the Open Offer Shares and Further Subscription Shares (expected later today), the Company's issued share capital will consist of 39,355,247 Ordinary Shares. There are no Ordinary Shares held in treasury. Therefore, in accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, the Company confirms that, the total number of voting rights in the Company will be 39,355,247.This figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
Defined terms used in this announcement have the same meanings as in Open Offer Announcement.
Exchange rate
Unless otherwise specified, this announcement contains certain translations of Euros into amounts in Pounds Sterling for the convenience of the reader based on the exchange rate of £1.00 = €1.097, being the published exchange rate by the European Central Bank at the close of business on 22 August 2019.
For more information please contact:
Faron Pharmaceuticals Oy
Dr Markku Jalkanen, Chief Executive Officer
[email protected]
Panmure Gordon (UK) Limited, Nomad and Broker
Emma Earl, Freddy Crossley (Corporate Finance)
James Stearns (Corporate Broking)
Phone: +44 207 886 2500
Consilium Strategic Communications
Mary-Jane Elliott
Phone: +44 (0)20 3709 5700
E-mail: [email protected]
Westwicke Partners, IR (US)
Chris Brinzey
Phone: 01 339 970 2843
E-Mail: [email protected]
About Faron Pharmaceuticals Ltd
Faron (AIM:FARN) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline based on the endothelial receptors involved in regulation of immune response, in oncology and organ damage. Clevegen, its precision immunotherapy, is a novel anti-Clever-1 antibody with the ability to switch immune suppression to immune activation in various conditions, with potential across oncology, infectious disease and vaccine development. Currently in phase I/II clinical development as a novel macrophage checkpoint immunotherapy for patients with untreatable solid tumours, Clevegen has potential as a single-agent therapy or in combination with other immune checkpoint molecules. Traumakine, the Company's pipeline candidate to prevent vascular leakage and organ failures, has completed a phase III clinical trial in Acute Respiratory Distress Syndrome (ARDS) and progressing in phase II trial for the Rupture of Abdominal Aorta Aneurysm ("RAAA"). Plans for its future development are being finalised to avoid interfering steroid use together with Traumakine. Faron is based in Turku, Finland. Further information is available at www.faron.com
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should", "expect", "hope", "seek", ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.
A number of factors could cause actual results to differ materially from the results and expectations discussed in the forward looking statements, many of which are beyond the control of the Company. In particular, the early data from initial patients in the MATINS trial may not be replicated in larger patient numbers and the outcome of clinical trials may not be favourable or clinical trials over and above those currently planned may be required before the Company is able to apply for marketing approval for a product. In addition, other factors which could cause actual results to differ materially include the ability of the Company to successfully licence its programmes within the anticipated timeframe or at all, risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets or other sources of funding, reliance on key personnel, uninsured and underinsured losses and other factors. Although any forward looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Subject to any continuing obligations under applicable law or any relevant AIM Rule requirements, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.
