TIDMFARN
RNS Number : 6496N
Faron Pharmaceuticals Oy
01 October 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, SINGAPORE, HONG KONG OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF
MAR AS INCORPORATED INTO UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
THIS ANNOUNCEMENT IS ONLY DIRECTED AT PERSONS IN THE UNITED
KINGDOM THAT ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF REGULATION 2017/1129/EU AS INCORPORATED INTO UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 THAT ARE
ALSO (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER") AND/OR (II) HIGH NET WORTH ENTITIES, AND
OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING
WITHIN ARTICLE 49(2)(A) TO (E) OF THE ORDER (EACH SUCH PERSON BEING
REFERRED TO AS A "RELEVANT PERSON"). ACCORDINGLY, THIS ANNOUNCEMENT
AND ITS CONTENTS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
Faron Pharmaceuticals Ltd
("Faron" or the "Company")
Results of Placing and Issue Price
Capitalised terms used in this announcement have the meanings
given to them in the announcement made on 30 September 2021
regarding the proposed issue and placing of new ordinary shares in
the Company (the "Launch Announcement"), unless the context
provides otherwise.
Company announcement, 1 October 2021 at 7:00 a.m. BST / 9:00
a.m. EEST
Inside information
TURKU, FINLAND / BOSTON, MA - Faron Pharmaceuticals Ltd (First
North: FARON, AIM: FARN), the clinical stage biopharmaceutical
company, announces today that the Bookbuild, announced on 30
September 2021, is now closed. The Placing comprises the issue of
2,763,158 Placing Shares at an Issue Price of EUR 3.80 per Placing
Share, which represents a 9.4 % discount to the volume weighted
average price on 30 September 2021 on NASDAQ Helsinki First North
Growth.
The Placing Shares to be issued amount to approximately 5.5 % of
the issued shares and votes in the Company, immediately prior to
the Placing. The Company raised aggregate gross proceeds of EUR
10.5 million in the Placing. The Placing was supported by existing
shareholders as well as new investors. The European Investment
Council (EIC) Fund, which had given a pre-commitment, was among the
largest investors. With these proceeds and the current level of
activities the Company has sufficient working capital until Q3
2022.
" We are extremely pleased with the results of this Placing and
the interest we received from investors, including a second
significant investment from the European Investment Council Fund,"
said Toni Hänninen, Chief Financial Officer of Faron. "These funds
raised strengthen our balance sheet and will allow us to continue
accelerating our bexmarilimab and Traumakine development
programs."
"We are extremely pleased to continue supporting Faron with this
second share subscription in Faron Pharmaceuticals," commented José
Fernando Figueiredo, member of the EIC Fund Investment Committee.
"This follow-on investment witnesses the EIC Fund commitment in
accelerating the clinical development of the treatments for medical
conditions."
Use of Proceeds
The primary reason for conducting the Placing was to accelerate
and expand the clinical development of the Company's main drug
candidates, bexmarilimab and Traumakine(R) (intravenous interferon
beta-1a). Some proceeds will also be used for the manufacturing
processes of both drug candidates, and to strengthen the Company's
balance sheet.
The Placing 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 (the "Trade
Register") which is expected to be on or about 1 October 2021 (the
"Registration"). Following the Registration, the Placing Shares
will subsequently be entered in the book-entry system maintained by
Euroclear Finland Oy and registered in the book-entry accounts of
each investor. Trading in the Placing Shares is expected to
commence on NASDAQ First North Growth and the AIM market of the
London Stock Exchange latest on or about 5 October 2021.
Following issue and Registration of the Placing Shares, the
number of shares in the Company will be 53,221,032 ordinary shares
with voting rights attached. The Company has no shares in treasury;
therefore, the total number of voting rights in Faron will be
53,221,032 (the "New Number of Shares and Votes"). This figure may
be used by shareholders as the denominator for the calculations by
which they will determine whether they are required to notify an
interest in, or a change to their interest in, the New Number of
Shares and Votes of the Company.
Related party transaction
Timo Syrjälä, an existing shareholder in the Company, has
subscribed for 1,312,000 Placing Shares in aggregate (subscribed
for through Acme Investments SPF Sarl ("Acme"), an entity wholly
owned by Mr Syrjälä), for an aggregate subscription value of EUR
5.0 million at the Issue Price. Following the Placing, Mr Syrjälä's
total holding in the Company's shares, which includes his indirect
holding through Acme, will be 8,873,402 shares, representing 16.7 %
of the New Number of Shares and Votes. Mr Syrjälä is a "Substantial
Shareholder" in the Company for the purposes of the AIM Rules for
Companies (the "AIM Rules"). His subscription for Placing Shares
pursuant to the Placing is a related party transaction for the
purposes of the AIM Rules. The Directors of the Company, all of
whom are independent of Mr Syrjälä, having consulted with Cairn
Financial Advisers LLP, the Company's nominated adviser for the
purposes of the AIM Rules, consider the terms of the participation
by Mr Syrjälä in the Placing to be fair and reasonable insofar as
shareholders are concerned.
The information contained within this notice constitutes inside
information stipulated under the Market Abuse Regulation (EU) No.
596/2014.
For more information please contact:
Faron Pharmaceuticals Ltd
Dr Markku Jalkanen, Chief Executive Officer
investor.relations@faron.com
Swedbank AB (publ), Finnish Branch, Financial Adviser
Mika Karikoski (Corporate Finance)
Phone: +358 (0)40 741 6959
Cairn Financial Advisers LLP, Nomad
Sandy Jamieson, Jo Turner
Phone: + 44 207 213 0880
Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 40 555 4727
Jukka Järvelä
Phone: +358 50 553 8990
Peel Hunt LLP, Broker
Christopher Golden, James Steel
Phone: +44 (0) 20 7418 8900
Consilium Strategic Communications
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
faron@consilium-comms.com
Stern Investor Relations
Julie Seidel
Phone: +1 (212) 362-1200
julie.seidel@sternir.com
About Faron Pharmaceuticals Ltd.
Faron (AIM: FARN, First North: FARON) is a clinical stage
biopharmaceutical company developing novel treatments for medical
conditions with significant unmet needs caused by dysfunction of
our immune system. The Company currently has a pipeline based on
the receptors involved in regulation of immune response in
oncology, organ damage and bone marrow regeneration. Bexmarilimab,
a novel anti-Clever-1 humanized antibody, is its investigative
precision immunotherapy with the potential to provide permanent
immune stimulation for difficult-to-treat cancers through targeting
myeloid function. Currently in Phase I/II clinical development as a
potential therapy for patients with untreatable solid tumors,
bexmarilimab has potential as a single-agent therapy or in
combination with other standard treatments including immune
checkpoint molecules. Traumakine is an investigational intravenous
(IV) interferon beta-1a therapy for the treatment of acute
respiratory distress syndrome (ARDS) and other ischemic or
hyperinflammatory conditions. Traumakine is currently being
evaluated in global trials as a potential treatment for
hospitalized patients with COVID-19 and with the 59th Medical Wing
of the US Air Force and the US Department of Defense for the
prevention of multiple organ dysfunction syndrome (MODS) after
ischemia-reperfusion injury caused by a major trauma. Faron is
based in Turku, Finland. Further information is available at
www.faron.com.
About the European Innovation Council Fund
Established in June 2020, the European Innovation Council Fund
(EIC Fund) is a breakthrough initiative of the European Commission
to make direct equity and quasi-equity investments (between
EUR500.000 and EUR15 million) in European high impact and deep tech
start-ups and scale ups. With a long-term perspective, the EIC Fund
invests in companies from any sector, across all EU member states
as well as in associated countries.
The EIC Fund aims to fill a critical financing gap and its main
purpose is to support companies in the development and
commercialization of disruptive technologies. This is achieved by
crowding-in market players, and further sharing risk by building a
large network of capital providers and strategic partners suitable
for co-investments and follow-on funding.
IMPORTANT INFORMATION
Market Abuse Regulation
Market soundings, as defined in Regulation (EU) No 596/2014
("MAR"), were taken in respect of the proposed Placing with the
result that certain persons became aware of inside information, as
permitted by MAR. That inside information in relation to the
Placing is set out in this announcement and has been disclosed as
soon as possible in accordance with paragraph 7 of article 17 of
MAR. Therefore, those persons that received inside information in
such market sounding are no longer in possession of inside
information relating to the Company and its securities.
This announcement contains inside information for the purposes
of Article 7 of MAR and Article 7 of UK MAR.
MiFID II
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of: (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the offer.
Caution regarding forward-looking statements
Certain statements in this announcement are, or may be deemed to
be, forward-looking statements. Forward-looking statements are
identified by their use of terms and phrases such as "believe",
"could", "should", "expect", "envisage", "estimate", "intend",
"may", "plan", "potentially", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward-looking statements reflect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
A number of factors could cause actual results to differ
materially from the results and expectations discussed in the
forward-looking statements, many of which are beyond the control of
the Company. In addition, other factors which could cause actual
results to differ materially include the ability of the Company to
successfully licence its programmes, risks associated with
vulnerability to general economic and business conditions,
competition, environmental and other regulatory changes, actions by
governmental authorities, the availability of capital markets or
other sources of funding, reliance on key personnel, uninsured and
underinsured losses and other factors. Although any forward-looking
statements contained in this announcement are based upon what the
Directors believe to be reasonable assumptions, the Company cannot
assure investors that actual results will be consistent with such
forward-looking statements. Accordingly, readers are cautioned not
to place undue reliance on forward-looking statements. Subject to
any continuing obligations under applicable law or any relevant AIM
Rule requirements, in providing this information the Company does
not undertake any obligation to publicly update or revise any of
the forward-looking statements or to advise of any change in
events, conditions or circumstances on which any such statement is
based.
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END
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