Herantis Pharma Plc
Company release 12 May 2014 at 9:00 a.m.
Company release 12 May 2014 at 9:00 a.m.
Not for release or distribution or publication in whole or in part in or into Australia, South-Africa, Hong Kong, Japan, Canada or The United States or any other jurisdiction in which the release, distribution or publication would be unlawful Helsinki 12 May 2014 - Herantis Pharma Plc ("Herantis" or the "company") is launching its initial public offering and will apply for listing of its shares on First North Finland ("First North"), a multilateral trading facility operated by NASDAQ OMX Helsinki Ltd. Herantis was formed by combining two Finnish pharmaceutical companies, Hermo Pharma Ltd and Laurantis Pharma Ltd, on 29 April 2014. Herantis is a Finnish pharmaceutical company that researches and creates drugs for inflammatory, central nervous system and lymphatic diseases. The emphasis in its development operations is in diseases with a clear unmet clinical need according to the company's assessment. Herantis focuses on early clinical development and on drug candidates, which are based on solid scientific research. Herantis aims at forming commercial partnerships with domestic or foreign pharmaceutical companies for later stage development. The Board of Directors of Herantis has on 8 May 2014 decided, as authorised by the company's shareholders, to launch a directed share issue in which a maximum of 1,600,000 new shares, with an over-allotment option of a maximum of 1,000,000 new shares, will be issued for subscription ("offering"). In addition, the company will apply for listing of its shares on First North. "The company has three independent drug development programs, and a Board of Directors and management with experience in every stage of drug development all the way up to the top management of an international pharmaceutical company" says Pekka Simula, the Managing Director of Herantis. "We believe that this makes the company an interesting investment opportunity in a field of business where product development always contains significant risks." The subscription period begins on 14 May 2014. The subscription price is EUR 10.50 per share, and the estimated net proceedings of the offering are expected to be approximately EUR 16.0 million, without the over-allotment option, and approximately EUR 26.1 million, if also the over-allotment option is fully subscribed. The offering proceedings are intended to be used for product development of Herantis, in particular for the clinical studies of the three main drug candidates. These drug candidates are being developed for the treatment of dry eye syndrome, Parkinson's disease and secondary lymphedema resulting from breast cancer. "Drug development programs are typically lengthy projects and require significant investment. The offering is launched in order to finance Herantis' planned drug development until the end of the year 2017, at which time we expect our operations to become profitable. This requires, among other things, that the company succeeds in concluding at least one commercial contract for one of its main drug candidates", says Pekka Mattila, the Chairman of the Board of Directors of Herantis. "We particularly value the fact that the current shareholders of the company are not selling their shares in connection with the offering." The main shareholders of Herantis currently are Inveni Life Sciences Fund I Ky, Helsingin yliopiston rahastot (Helsinki University Funds) and Aloitusrahasto Vera Ltd, an investment fund of Finnvera. UB Securities Ltd acts as the Lead Arranger and as the subscription place. Subscriptions can be submitted at the offices of UB Securities Ltd at Aleksanterinkatu 21 A, 00100 Helsinki and at the website www.unitedbankers.fi. The company's Certified Adviser under the First North rules is UB Capital Ltd. Krogerus Attorneys Ltd is acting as legal adviser to the company. Herantis has compiled a prospectus relating to the offering and the contemplated listing of its shares on First North, which is available at the above website of the Lead Arranger, at the company's website at www.herantis.com/ipo and at Herantis headquarters at Viikinkaari 4, 00790 Helsinki on or about 14 May 2014. Key terms and conditions The subscription period starts on 14 May 2014 at 9:30 a.m. and ends on or about 30 May 2014 at 4:30 p.m. In case of oversubscription the Board of Directors of the company has the right to end the subscription period no earlier than 28 May 2014, however not during banking hours, i.e., between 9:30 a.m. and 4:30 p.m. The offering consists of a maximum of 1,600,000 new shares and additionally, in case of oversubscription, an over-allotment option of a maximum of 1,000,000 new shares. The maximum amount of new shares equals approximately 37.3 per cent of the company's shares and votes after the offering, assuming that all shares are subscribed, and approximately 49.1 per cent assuming that the over-allotment option is also fully subscribed. The company expects to announce the result of the offering by way of a company release on or about 2 June 2014. The new shares issued in the offering are expected to be registered with the Trade Register on or about 6 June 2014 and trading in the company's shares on First North is expected to commence on or about 11 June 2014. The trading code is HRTIS. The terms and conditions of the offering are attached in their entirety to the company release in Finnish. Herantis Pharma Plc Board of directors Further information: Herantis Pharma Plc, Pekka Simula, Managing Director, mobile: +358 40 7300 445 UB Securities Ltd, Herman Segercrantz, Head of Equities, telephone: +358 9 2538 0220, email: firstname.lastname@example.org Herantis Pharma Plc Herantis Pharma Plc is a pharmaceutical company specialising in introducing early stage clinical research results for the purposes of clinical research aiming at developing new drugs. The company focuses on diseases for which treatment is not known or known treatments are insufficient. These diseases include for example dry eye syndrome, Parkinson's disease, and secondary lymphedema. DISCLAIMER This press release is not a prospectus. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. Any such offer will be made solely on the basis of a prospectus to be published and registered with the Finnish Financial Supervisory Authority. This document is not an offer for sale nor a solicitation of an offer to buy any securities in the United States or outside the European Economic Area . The securities may not be offered or sold in or into the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Herantis has not registered and will not register any part of its offering in the United States nor will it offer securities to the public in the United States. This communication is only being distributed to and is directed only at (i) persons who are outside the United Kingdom, or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order, and (iv) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Securities in the company have not been, and will not be, registered under the applicable securities laws of Australia, Canada or Japan and may not be offered or sold within Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia, Canada or Japan except under circumstances which will result in full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time. The company does not offer securities to the public in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland (each, a "Relevant Member State"), no action has been undertaken to date to make an offer to the public of the securities requiring a publication of a prospectus in any Relevant Member State. As a result, the shares may only be offered in Relevant Member States in circumstances not requiring the company to publish a prospectus as provided under the Directive 2003/71/EC. This company release contains forward looking statements. These forward looking statements include statements that are not historical facts and statements concerning inter alia Herantis' future revenues, financial position, financial standing, prospects, growth, strategies and its plans, beliefs and current expectations in relation to its field of business. By their very nature, forward looking statements involve inherent risks and uncertainties, since they relate to events or result from circumstances that may or may not occur in the future, and therefore they only describe the circumstances prevailing when the statement is given. Herantis cautions that forward looking statements or historical facts do not guarantee future performance and that its true revenues, financial position and financial standing and the development of the industry may significantly differ from the forward looking statements presented in this release. The company does not intend and does not assume any obligation to update any forward looking statement contained herein.