Herantis Pharma Plc’s directed share issue is oversubscribed multiple times and completed as planned
Herantis Pharma Plc
Company release 2 December 2019 at 8:00 pm
THE INFORMATION CONTAINED IN THIS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OR IN ANY OTHER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’s (“Herantis” or the “Company“) Offering (as defined below) has ended and the board of directors of the Company has today resolved on the completion of the Offering.
In the Offering, the Company issues a total of 618,018 new shares (the “Offer Shares“) in a directed share issue (the “Offering“), provided that the Offer Shares subscribed in the Offering are paid according to the terms and conditions of the Offering. As the Offering was oversubscribed multiple times, the board of directors of the Company resolved to use the upsize option in the Private Placement (as defined below) according to the terms and conditions of the Offering by increasing the number of the Offer Shares in the Private Placement by 258,018 Offer Shares. The subscription price for each Offer Share was SEK 71 per Offer Share. The Company raises gross proceeds of approximately SEK 43.9 million in the Offering.
The Offer Shares are allocated in the following way, according to the terms and conditions of the Offering: 341.680 Offer Shares to private individuals and entities other than qualified investors in Sweden (the “Swedish Public Offering“), 18.320 Offer Shares to private individuals and entities other than qualified investors in Denmark (the “Danish Public Offering“) and 258,018 Offer Shares to qualified investors and certain other investors in the European Economic Area (the “Private Placement“). As the Offering was oversubscribed multiple times, the board of directors of the Company resolved to reduce the subscriptions as follows: (i) in the Swedish Public Offering and Danish Public Offering so as to optimize the number of new shareholders and liquidity of the Company’s share on Nasdaq First North Growth Market Sweden; and (ii) in the Private Placement, on a pro rata basis but predominantly to existing shareholders of the Company.
With respect to accepted subscriptions, a separate notification is sent to the investors on or about 3 December 2019 to the e-mail address provided in the subscription form. Subscriptions given in the Offering must be paid no later than on 5 December 2019 according to the instructions given by the lead manager in the notice of approval so that the payment is on the Company’s account no later than on 5 December 2019 at 3:00 pm (Swedish time).
The Offer Shares will confer a right to dividends and other shareholder rights from their registration with the trade register kept 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. Trading in the Offer Shares is expected to commence on Nasdaq First North Growth Market Sweden and Nasdaq First North Growth Market Finland on or about 16 December 2019.
The Company intends to make an application to Nasdaq Stockholm AB to list: (i) on Nasdaq First North Growth Market Finland the Offer Shares issued and allotted in the Private Placement and delivered through Euroclear Finland Oy; and (ii) on Nasdaq First North Growth Market Sweden, the Offer Shares issued and allotted in the Swedish Public Offering and Danish Public Offering and delivered through Euroclear Sweden AB. Trading in the Offer Shares is expected to commence on Nasdaq First North Growth Market Sweden and Nasdaq First North Growth Market Finland on or about 16 December 2019.
The Offer Shares issued in the Offering amount to approximately 9.25 per cent of the shares and votes in the Company following the Offering. As a result of the Offering, the total number of shares in the Company is 6,680,305.
The CEO of Herantis, Pekka Simula comments:
“The intended dual-listing in Sweden and the capital raised mark an important corporate development milestone for Herantis as they enable us to further advance our innovative CDNF program in Parkinson’s disease and our drug candidate Lymfactin® in Lymphedema with a solid basis for continued growth. We value the positive interest from Swedish investors and their support for both of our clinical programs based on their potential to make an impact in serious diseases. We look forward to keeping all our shareholders updated on the near-term inflection points expected in 2020.”
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.
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.