TIDMFARN
RNS Number : 1613P
Faron Pharmaceuticals Oy
16 June 2022
Faron Pharmaceuticals Ltd
("Faron" or the "Company")
Notice of Faron Pharmaceuticals LTD's Extraordinary General
Meeting
Company Announcement, June16, 2022 at 07:00 AM (EST) / 12:00 PM
(BST) / 02:00 PM (EEST)
Shareholders of Faron Pharmaceuticals Ltd (the "Company") are
invited to attend the Extraordinary General Meeting to be held on 7
July 2022 at 9:00 a.m. (Finnish time) at the Radisson Blu Marina
Palace Hotel, meeting room "Meri" at Linnankatu 32, 20100 Turku,
Finland. The registration of attendees and the distribution of
voting slips will commence at the meeting venue at 8:30 a.m.
(Finnish time).
The Board has summoned the Extraordinary General Meeting in
order to resolve on authorising the Board to decide on the issuance
of shares, options or other special rights entitling to shares. Due
to the nature of the Company's line of business and also taking
into account the debt funding arrangement with IPF Partners
announced on 28 February 2022, the authorisation to decide on the
issuance of shares, options or other special rights entitling to
shares provides the Company with customary and necessary means of
raising capital in order to finance its business operations.
The Company operates in a global industry, is listed on two
stock exchanges and has been raising capital from international
markets. The increasingly competitive capital markets require the
Company to conduct its capital raises in a manner that fit the
changing market demands. In equity raises the common practice on
international capital markets is "delivery-versus-payment" (DVP)
settlement, where the investors pay for the shares at the same
moment they receive the shares.
To further facilitate DVP without outside interim financing in
the Finnish corporate law environment observing the demands of the
international markets, the Company's Board proposes an
authorization to enable a two-step share issuance mechanism, where
the Company may first issue shares to itself without consideration
(treasury shares) and then convey such treasury shares to investors
against payment. As Finnish corporate law defines both the issuance
of new shares and the conveyance of existing treasury shares as
share issuances, this mechanism requires an authorization for both
steps. Therefore, the Board technically needs to propose the same
size authorization twice. The proposal would result in a maximum
dilution of twenty (20) per cent. Therefore, the proposed
authorisation is proportionally the same size as the Company's
Board's outstanding authorisation to decide on the issuance of
shares, options or other special rights entitling to shares,
resolved upon by the Annual General Meeting on 23 April 2021.
The Company's Annual Report 2021 and the statement by the Board
of Directors on events after the preparation of the financial
statements with a material effect on the Company are available to
view and download on the Company's website at
https://www.faron.com/.
A. MATTERS ON THE AGA OF THE EXTRAORDINARY GENERAL MEETING
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Authorising the Board of Directors to decide on the issuance
of shares, options or other special rights entitling to shares
The Board of Directors proposes that the Extraordinary General
Meeting authorise the Board of Directors to resolve by one or
several decisions on issuances of shares, options or other special
rights entitling to shares referred to in Chapter 10, Section 1 of
the Finnish Limited Liability Companies Act, which authorisation
contains the right to issue new shares or dispose of the Company's
own shares in the possession of the Company. The authorisation
would consist of up to eleven million (11,000,000) new shares in
the aggregate (including shares to be received based on options or
other special rights), which corresponds to approximately twenty
(20) per cent of the existing shares and votes in the Company, as
well as the conveyance of up to the same maximum number (eleven
million (11,000,000)) of treasury shares in the possession of the
Company.
In practise, the above authorisation includes that the Board may
first resolve on one or several share issues (up to the maximum
number of eleven million (11,000,000) new shares) without
consideration to the Company itself and then further convey such
treasury shares (up to the maximum number of eleven million
(11,000,000) shares) against consideration.
The authorisation would not exclude the Board's right to decide
on the issuance of shares, options or other special rights
entitling to shares in deviation from the shareholders' pre-emptive
rights. The authorisation is proposed to be used for material
arrangements from the Company's point of view, such as financing
(including, without limitation, issuance of warrants under the
funding agreement with IPF Partners announced on 28 February 2022)
or implementing business arrangements, investments or for other
such purposes determined by the Board in which case a weighty
financial reason for issuing shares, options or other special
rights entitling to shares, and possibly deviating from the
shareholders' pre-emptive rights, would exist.
For the sake of clarity, it is noted that in no circumstances
can the total number of new shares to be registered under this
authorisation exceed eleven million (11,000,000) new shares in
aggregate.
The Board would be authorised to resolve on all other terms and
conditions of the issuance of shares, options or other special
rights entitling to shares.
The authorisation would be effective until 30 June 2023.
7. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
The above-mentioned proposals to the Extraordinary General
Meeting, the Company's Annual Report 2021 including the financial
statements, the Report of the Board of Directors and the Auditor's
Report, and the statement by the Board of Directors on events after
the preparation of the financial statements with a material effect
on the Company and this notice are available on the Company's
website at https://www.faron.com/ as of the date of publication of
this notice. The Board's proposals and the other above-mentioned
documents will also be available at the Extraordinary General
Meeting. Copies of these documents and of this notice will be sent
to shareholders upon request. The minutes of the Extraordinary
General Meeting will be available on the Company's website from 21
July 2022 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS
1. The right to participate and registration
Each shareholder who on the record date of the Extraordinary
General Meeting, being 27 June 2022, is registered in the Company's
shareholders register held by Euroclear Finland Oy has the right to
participate in the Extraordinary General Meeting. A shareholder
whose shares are registered on their personal Finnish book-entry
account is registered in the Company's shareholders register. If
you do not have a Finnish book-entry account, see section C3
"Holder of nominee-registered shares (including depositary interest
holders)".
A shareholder who is registered in the Company's shareholders
register and who wants to participate in the Extraordinary General
Meeting should register for the meeting by no later than 4:00 p.m.
(Finnish time) on Monday, 4 July 2022 by giving a prior notice of
participation:
-- by email to general.meeting@faron.com or
-- by mail to Faron Pharmaceuticals Ltd, attn. Kaisa Kyttä,
Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state their name, personal
identification number / business identity code, address, telephone
number and the name of a possible proxy representative or assistant
and the personal identification number of the proxy representative.
The personal data given by shareholders to the Company are used
only in connection with the Extraordinary General Meeting and the
necessary processing of related registrations.
Shareholders, and their authorised representatives or proxy
representatives should, when necessary, be able to prove their
identity and/or right of representation.
2. Proxy representative and powers of attorney
Shareholders may participate in the Extraordinary General
Meeting and exercise their rights at the meeting by way of proxy
representation. A proxy representative must present a dated power
of attorney or other reliable proof of their authority to represent
the shareholder.
A shareholder may participate in the Extraordinary General
Meeting by means of several proxy representatives, who represent
the shareholder with shares held on different book-entry accounts.
In such case, the shares represented by each proxy representative
shall be identified when registering for the Extraordinary General
Meeting.
Possible proxy documents should be sent by email to
general.meeting@faron.com and in originals to Faron Pharmaceuticals
Ltd, attn. Kaisa Kyttä, Joukahaisenkatu 6, FI-20520 Turku, Finland
before the end of registration period.
3. Holder of nominee-registered shares (including depositary interest holders)
A holder of nominee-registered shares (including depositary
interest holders) has the right to participate in the Extraordinary
General Meeting by virtue of such shares based on which the holder
would be entitled to be registered in the Company's shareholders
register held by Euroclear Finland Oy on the Extraordinary General
Meeting's record date of 27 June 2022.
Additionally, participation requires that the holder of
nominee-registered shares is temporarily registered in the
Company's shareholders' register held by Euroclear Finland Oy by
10:00 a.m. (Finnish time) on Monday, 4 July 2022. Temporary
registration in the shareholders register shall be deemed to be a
registration for the Extraordinary General Meeting.
Holders of nominee-registered shares are advised to request the
necessary instructions regarding the temporary registration in the
shareholders register, the issuing of proxy documents and
registration for the General Meeting from their custodian bank
without delay. A holder of nominee-registered shares shall note
that custodian banks may apply deadlines for the registration and
advance voting of holders of nominee-registered shares. The account
management organisation of the custodian bank shall notify a holder
of nominee-registered shares who wants to participate in the
Extraordinary General Meeting to be temporarily entered into the
Company's shareholders register by the above-mentioned time.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Limited
Liability Companies Act, shareholders who are present at the
Extraordinary General Meeting are entitled to request information
regarding the matters addressed by the meeting.
On the date of this notice, 16 June 2022, the total number of
shares and votes in the Company is 53,257,032.
The Extraordinary General Meeting shall be held in Finnish and
in English.
Turku, 16 June 2022
FARON PHARMACEUTICALS LTD
Board of Directors
For more information please contact:
Investor Contact
Faron Pharmaceuticals
Julia Balanova
VP, Investor Relations
julia.balanova@faron.com
investor.relations@faron.com
Phone: +1 (917) 306-6096
Media Contact
Faron Pharmaceuticals
Eric Van Zanten
VP, Communications
eric.vanzanten@faron.com
Phone: +1 (610) 529-6219
Cairn Financial Advisers LLP, Nomad
Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880
Peel Hunt LLP, Broker
Christopher Golden, James Steel
Phone: +44 (0) 20 7418 8900
Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990
Consilium Strategic Communications
Mary-Jane Elliott, David Daley, Lindsey Neville
faron@consilium-comms.com
Phone: +44 (0)20 3709 5700
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 solid tumors and hematologic
malignancies, 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 by 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.
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", "hope", "seek", "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 particular, the early data from initial patients in
the MATINS trial may not be replicated in larger patient numbers
and the outcome of clinical trials may not be favourable or
clinical trials over and above those currently planned may be
required before the Company is able to apply for marketing approval
for a product. In addition, other factors which could cause actual
results to differ materially include the ability of the Company to
successfully licence its programmes within the anticipated
timeframe or at all, 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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