Herantis Pharma Plc is planning a directed share issue to a limited number of investors and the company's directors regarding the financing of the Lymfactin Phase 2 clinical study
Herantis Pharma Plc
Company release 19 October 2017 at 4:00 pm
Not for publication or distribution, directly or indirectly, in or into Australia, South Africa, Hong Kong, Japan, Canada or the United States of America or in any other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 regarding the financing of the Lymfactin® Phase 2 clinical study. The purpose of the investments by the Company's directors is also to commit said persons to the Company.
The possible share issue would seek new equity financing in an amount of approximately 4.6 million euros through a new share issue of up to 800,000 shares. The possible share issue would not include a public offering of the shares.
The purpose of the possible share issue would be to secure the sufficiency of working capital until approximately the end of 2019, by which time two randomized, placebo-controlled clinical studies are aimed to be concluded: CDNF for the treatment of Parkinson's disease and Lymfactin® for the treatment of secondary lymphedema. The Company's intention is to finance the placebo-controlled, randomized Phase 2 clinical study with Lymfactin® in the years 2018-2019. By strengthening its financial standing, the Company would also seek to improve its negotiating position in potential partnership negotiations. The ongoing CDNF clinical study is primarily intended to be financed from the grant awarded from the European Union's Horizon 2020 programme, on which the Company issued a company release on 12 December 2016.
Herantis is today issuing a notice convening 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 800,000 new or treasury shares.
Herantis has received subscription undertakings from certain institutional investors and a limited number of qualified investors as well as certain directors of the Company, under which said parties have committed to subscribe, subject to certain conditions being fulfilled, for a total of 778,000 shares at a subscription price of 5.85 euros per share in the possible share issue. The aggregate subscription undertakings amount to 4,551,300 euros (before any costs to be incurred by the Company in relation to the possible share issue). The subscription undertakings are conditional on the Extraordinary General Meeting resolving to approve the proposed share issue authorization and, with respect to certain subscribers, no material adverse change relating to the Company becoming known prior to the Extraordinary General Meeting.
The following directors of the Company have given subscription undertakings:
- Chairman of the Board Pekka Mattila, 2,500 shares
- Member of the Board Timo Veromaa, 2,500 shares
- Member of the Board Frans Wuite, 2,500 shares
- CEO Pekka Simula, 7,500 shares
The possible share issue is 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 the share issue.
Herantis has appointed UB Securities Ltd as the sole lead manager of the possible share issue.
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 for breakthrough in unmet clinical needs. Our first-in-class assets are based on globally leading scientific research in their fields: CDNF for disease modification in neurodegenerative diseases, primarily Parkinson's and ALS; and Lymfactin® for 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.