Herantis Pharma Plc commences a directed share issue, contemplates secondary listing on Nasdaq First North Growth Market Sweden and expands its management team
Herantis Pharma Plc
Inside information 11 November 2019 at 09:00 EET
THE INFORMATION CONTAINED IN THIS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The board of directors of Herantis Pharma Oyj ("Herantis" or the "Company") has resolved on a directed share issue of up to 360,000 new shares (the "Offer Shares") in an offering (the "Offering"), which consists of a public offering of up to 360,000 Offer Shares in Sweden (the "Swedish Public Offering") and in Denmark (the "Danish Public Offering", together with the Swedish Public Offering, the "Public Offering") and of private placements to qualified investors and certain other investors in the European Economic Area (the "Private Placement").
The board of directors of the Company may, in the event of an oversubscription, increase the number of Offer Shares offered in the Private Placement by a maximum of 258,018 Offer Shares (the "Upsize Option"). If the Upsize Option is used in full, the number of Offer Shares offered in the Offering may amount up to 618,018 Offer Shares in aggregate. In the Offering, up to 360,000 Offer Shares will be offered in the Public Offering, and the use of the Upsize Option does not increase the number of Offer Shares offered in the Public Offering.
The subscription price of each Offer Share is SEK 71 (the "Subscription Price"). The aggregate maximum amount of the Public Offering is thus SEK 25,560,000.00, which corresponds to EUR 2,491,640.92 based on the average EUR/SEK exchange rate for the calendar year 2018 as published by the European Central Bank.
The subscription period for the Offer Shares will commence on 18 November 2019 at 09:00 Swedish time and is expected to end on 1 December 2019 at 23:59 Swedish time (the "Subscription Period"). The Company may, in its sole discretion, end, shorten, or extend the Subscription Period. Changes to the Subscription Period may be made one or several times, provided, however, that the Subscription Period can end at the earliest on 24 November 2019 at 23:59 Swedish time and it will not be extended beyond 15 December 2019 at 23:59 Swedish time.
The Company will publish an English-language information memorandum in respect of the Offering including the full terms and conditions of the Offering on its website prior to the commencement of the Subscription Period on or around 11 November 2019. The information memorandum will be available on the Company's website at www.herantis.com/information-memorandum.
The Offer Shares will upon consummation of the Offering constitute approximately 5.61 per cent of the outstanding shares in the Company assuming that the Upsize Option is not used. Assuming that the Upsize Option is used in full, the Offer Shares will upon consummation of the Offering constitute 9.25 per cent of the outstanding shares in the Company.
The purpose of the Offering is to fund the Company's business and to broaden the Company's shareholder base in order to implement the trading on Nasdaq First North Growth Market Sweden ("First North Sweden"), a multilateral trading facility maintained by Nasdaq Stockholm AB ("Nasdaq Stockholm"), and to increase the liquidity of the Company's share.
The Company's primary listing is on Nasdaq First North Growth Market Finland ("First North Finland"), maintained by Nasdaq Helsinki Ltd. Further, the Company intends to make an application to Nasdaq Stockholm to list:
- on First North Finland the Offer Shares issued and allotted in the Private Placement and delivered through Euroclear Finland Oy; and
- on First North Sweden the Offer Shares issued and allotted in the Public Offering and delivered through Euroclear Sweden AB.
The trading symbol on First North Sweden is expected to be HRNTS, and on First North Finland the trading symbol is HRTIS.
The Offer Shares are expected to be registered with the trade register maintained by the Finnish Patent and Registration Office on or about 9 December 2019. The Offer Shares will be delivered through Euroclear Sweden AB to investors in the Swedish Public Offering and the Danish Public Offering on or about 10 December 2019. The Offer Shares in the Private Placement will be delivered through Euroclear Finland Oy on or about 10 December 2019.
Provided that Nasdaq Stockholm approves the Company's listing application and the Offering is completed, the Company expects trading with the Offer Shares to commence on First North Sweden and on First North Finland on or about 16 December 2019.
The Company's board of directors may, at its sole discretion (and for any reason), withdraw the Offering. If the Offering is withdrawn, any subscriptions given by investors will be automatically cancelled. A withdrawal of the Offering will be announced by the Company by way of a company release. Further, if the Company's application to list the Offer Shares on First North Finland and First North Sweden is not approved, the Offering will be withdrawn.
“Sweden is among the strongest European markets for public drug development companies”, commented Pekka Simula, CEO of Herantis. “In addition, we collaborate with leading Swedish University Hospitals in our clinical development. Therefore a dual-listing in Sweden would be a very natural step in our growth and preparations for the next stage in our drug development programs.”
Use of proceeds
Provided that the Offering is subscribed for in full (without the Upsize Option), the Company expects the net proceeds from the Offering together with existing cash funds to finance the Company through the first quarter of 2021, which is beyond the anticipated unblinding of the Company's ongoing randomized, blinded, placebo-controlled clinical studies. The Company currently expects that it will use the existing cash and the net proceeds from the Offering in preparations for the Phase 2 and Phase 3 clinical studies of CDNF and Lymfactin®, for the preclinical development of a non-invasive CDNF, for strengthening the Company's capital structure, and for other purposes decided by the Board of Directors of Herantis.
The lead manager of the Offering is UB Securities Ltd. Nordnet Bank AB acts as selling agent. Krogerus Attorneys Ltd acts as the legal counsel to the Company as to Finnish law.
Expansion of management team
The Board of Directors of Herantis has also decided on expanding the Company's management team as of 11 November 2019 to include along with CEO Pekka Simula the following persons: Sigrid Booms (Director of Clinical Development), Henri Huttunen (Chief Scientific Officer), Jutta Poutanen (Chief Pharmaceutical Officer) and Antti Vuolanto (Chief Operational Officer).
Herantis Pharma Oyj
Board of Directors
About Herantis Pharma Plc
Herantis Pharma Plc is an innovative drug development company breaking the boundaries of standard therapeutic approaches. Our regenerative medicine drug candidates, CDNF and Lymfactin®, aim to revolutionize the treatment of Parkinson’s disease and other neurodegenerative diseases, and of secondary lymphedema. The shares of Herantis are listed on the First North Finland marketplace run by Nasdaq Helsinki stock exchange.
Not for publication or distribution, directly or indirectly, in or into Australia, South Africa, Hong Kong, Japan, Canada or the United States of America or in any other jurisdiction in which publishing or distributing would be prohibited by applicable law.
This release is not a prospectus and not an offer relating to securities. No offer will be made in any such jurisdiction in which the offer or participation therein would be unlawful. No offer will be made in any such jurisdiction in which the offer would require the preparation of a prospectus, registration or any other similar action. The lead manager is acting exclusively for the Company and no one else connected to the possible share issue. The lead manager will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the contents of this release or the possible transaction pursuant to this release.
This release is directed only to (A) persons who are outside the United States of America; (B) (i) persons who are resident in Sweden or Denmark or (ii) persons who are resident in any other Member State of the European Economic Area (other than Sweden and Denmark) and are a qualified investor (within the meaning of Article 2(1)(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation")); and (C) as regards the United Kingdom, (i) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth entities; and (iii) and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any shares offered in the possible share issue or requests, offers or agreements relating to the subscription for, purchase of or any other acquisition of such shares are intended to be made available to Relevant Persons only. No one who is not a Relevant Person shall act on the basis of this release.
The Public Offering has been structured in a manner which makes it exempt from the obligation to publish a prospectus approved by the Danish Financial Supervisory Authority (Dk. Finanstilsynet) or by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). As the total consideration of the Public Offering will amount to less than EUR 2.5 million, the Public Offering will be below the threshold to publish a prospectus for offerings of securities to the public in Denmark and Sweden, as set out in the Prospectus Regulation and as implemented in Denmark by section 10 of the Danish Capital Markets Act and in Sweden by chapter 2 section 1 of the law (2019:414) complementing the EU prospectus regulation (Sw. lag med kompletterande bestämmelser till EU:s prospektförordning) and will thus be exempt from the obligation to publish a prospectus approved by the Danish Financial Supervisory Authority (Dk. Finanstilsynet) or by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). Additionally, any offer of Offer Shares in Denmark and Sweden under the Private Placement will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus. This release has not been, and the information memorandum will not be, reviewed or approved by or registered with the Danish Financial Supervisory Authority (Dk. Finanstilsynet) or the Swedish Financial Supervisory Authority (Sw. Finansinspektionen), or by any other competent authority, as a competent authority under the Prospectus Regulation.
This release does not constitute an offer for sale of securities in the United States. The shares may not be offered or sold within the United States absent of registration or an exemption under the U.S. Securities Act 1933 (as amended). The Company has not registered and it does not intend to register, any portion of the offering in the United States, and it does not intend to conduct a public offering in the United States.
This release contains forward-looking statements. These forward-looking statements are not based on historical facts, but are statements about future expectations. Statements included in this release which contain expressions "considers", "aims", "anticipates", "assumes", "believes", "estimates", "expects", "intends", "may", "plans", "should", and other similar expressions related to the Company or the possible share issue are examples of such forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements contain information about future results, plans or expectations regarding the Company's business operations, including its strategy and growth plans and profitability, and the general economic situation. These forward-looking statements are based on current plans, estimates, prospects and expectations. They are based on certain currently valid expectations that may however turn out to be wrong. These forward-looking statements are based on assumptions and they contain several risks and uncertainties. Investors should not rely on these forward-looking statements. Several factors may result in a material deviation of the Company's actual business outcome or financial standing from the business outcome or financial standing that is indicated or referred to in forward-looking statements. The absence or occurrence of the aforementioned factors may cause a substantial deviation of the Company's actual business outcome or financial standing from what is directly or indirectly presented or described in the sections, which include forward-looking statements. Because of risks, uncertainties, assumptions and other factors, events described in forward-looking statements may not necessarily occur. Therefore, the accuracy and completeness or the occurrence of the predicted events of the forward-looking statements presented in this release cannot be guaranteed.