Offer shares of Herantis Pharma Plc registered with the Trade Register
Herantis Pharma Plc
Company release 9 December 2019 at 3:00 pm 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THE INFORMATION CONTAINED IN THIS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OR IN ANY OTHER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.
Herantis Pharma Plc ("Herantis" or the "Company") announced on 2 December 2019 that the Company's directed share issue announced on 11 November 2019 (the "Offering") was oversubscribed multiple times, and is completed as planned. In the Offering, the Company issued a total of 618,018 new shares (the "Offer Shares").
A total of 618,018 Offer Shares subscribed for in the Offering have been registered in the trade register maintained by the Finnish Patent and Registration Office today on 9 December 2019. Following the registration of the Offer Shares, the total number of registered shares in Herantis is 6,680,305. The Offer Shares confer the same rights as the Company's other shares, and each Offer Share entitles to one vote in the general meeting of shareholders of the Company.
The Offer Shares will be entered in the book-entry systems maintained by Euroclear Sweden AB and Euroclear Finland Oy on or about 10 December 2019 in the following way, in accordance with the terms and conditions of the Offering: (i): 360,000 Offer Shares allocated to private individuals and entities other than qualified investors in Sweden and Denmark will be entered in the book-entry system maintained by Euroclear Sweden AB; and (ii) 258,018 Offer Shares allocated to qualified investors and certain other investors in the European Economic Area will be entered in the book-entry system maintained by Euroclear Finland Oy.
Further, Herantis will on or about 10 December 2019, submit a listing application to Nasdaq Stockholm AB for the listing of the Offer Shares. Trading in the Offer Shares entered in the book-entry system maintained by Euroclear Sweden AB is expected to commence on Nasdaq First North Growth Market Sweden on or about 16 December 2019, and trading in the Offer Shares entered in the book-entry system maintained by Euroclear Finland Oy is expected to commence on Nasdaq First North Growth Market Finland on or about 16 December 2019.
Herantis Pharma Plc
Board of directors
Herantis Pharma Plc, Pekka Simula, CEO, telephone: +358 40 7300 445
Company web site: www.herantis.com
Certified Advisor: UB Securities Ltd, telephone: +358 9 25 380 225
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.