investors and the company's directors and prepares for a contemplated secondary
listing on the First North Stockholm marketplace
Herantis Pharma Plc is planning a directed share issue to a limited number of investors and the company's directors and prepares for a contemplated secondary listing on the First North Stockholm marketplace
Herantis Pharma Plc
Company release 15 February 2019 at 9:00 am
Not for publication or distribution, directly or indirectly, in or into Australia, South Africa, Hong Kong, Japan, Canada or the United States of America or in any other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
Herantis Pharma Plc ("Herantis" or the "Company") is planning a directed share issue to a limited number of investors and the Company's directors (the "Private Placement") for the purposes of financing the development necessary for the business of the Company such as activities related to preparations for the Phase 2 and Phase 3 clinical studies of CDNF and Lymfactin®, and for the preclinical development of a non-invasive CDNF. By strengthening its financial standing, the Company would also seek to improve its negotiating position in potential partnership negotiations concerning the co-development or commercialization of CDNF and Lymfactin®. The purpose of the investments by the Company's directors is also to commit said persons to the Company.
The possible Private Placement would not include a public offering of the shares.
In addition to a possible share issue, the company is preparing for a contemplated secondary listing of its shares on the First North Stockholm marketplace, which is expected to take place in 2019 (the "Secondary Listing"). The Company will consider a public offering of a limited number of its shares in conjunction with the Secondary Listing.
The purpose of the possible share issue in connection with the Secondary Listing would be to secure the sufficiency of working capital until approximately the end of 2020.
Herantis is today issuing a notice to convene an Extraordinary General Meeting. The Company's Board of Directors will propose to the Extraordinary General Meeting that it authorize the Board of Directors to decide on an issue of up to 1,500,000 new or treasury shares to facilitate the potential Private Placement and the potential Secondary Listing.
Both the possible Private Placement and the possible Secondary Listing are subject to, inter alia, the approval of the Company's General Meeting of the share issue authorization and the resolution of the Company's Board of Directors to carry out either or both of the Private Placement and/or the Secondary Listing.
Herantis has appointed UB Securities Ltd as the sole lead manager of the possible Private Placement.
HERANTIS PHARMA PLC
Herantis Pharma Plc, Pekka Simula, CEO, telephone: +358 40 7300 445
Company web site: www.herantis.com
Certified Adviser: UB Securities Ltd, telephone: +358 9 25 380 225
Herantis Pharma Plc
Herantis Pharma Plc is an innovative drug development company focused on regenerative medicine and unmet clinical needs. Our clinical stage assets CDNF and Lymfactin® are based on globally leading scientific research in their fields. They both aim at breakthrough in the treatment of severe diseases: CDNF in neurodegenerative diseases such as Parkinson's disease; and Lymfactin® in breast cancer associated lymphedema with potential also in other lymphedemas. 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 or would require the preparation of a prospectus, registration or any other similar action. The sole lead manager is acting exclusively for the Company and no one else connected to the possible share issue. The sole 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 a Member State of the European Economic Area (other than Finland) and are a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measure in each Member State of the European Economic Area); or (ii) persons who are resident in Finland and are a qualified investor (within the meaning of Chapter 3, Section 5 of the Finnish Securities Markets Act (746/2012, as amended, in Finnish: kokenut sijoittaja); and (C) as regards Great Britain, (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.
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.