TIDMFARN
RNS Number : 0180O
Faron Pharmaceuticals Oy
26 January 2023
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").
Faron Pharmaceuticals Ltd
("Faron" or the "Company")
Proposed Issue and Placing of approx. EUR 11.0 million by way of
an accelerated book-building
Company announcement,26 January 2023 at 4:30 p.m. GMT / 6:30
p.m. EET
Inside information
KEY HIGHLIGHTS
-- A proposed private placement of newly issued treasury shares
("Placing Shares") to raise approximately EUR 11.0 million, to be
conducted by way of an accelerated book-building, directed to a
limited number of institutional and other investors.
-- The Leukemia & Lymphoma Society Therapy Acceleration Program(R) ("LLS TAP") and Mr Timo Syrjälä have provided non-binding indications for a substantial amount of the placing, subject to the minimum total amount of EUR 8.0 million being raised and certain other customary conditions.
-- The placing is conditional upon raising a minimum of EUR 8.0
million. Subject to the Company raising the minimum amount, the
Company will have sufficient funding for its working capital needs
into May 2023 and be able to meet its financial and operational
covenants by 31 January 2023, as per agreed waivers with IPF
Partners. The total cash and cash equivalents held by the Company
as of 31 December 2022 was ca. EUR 7.0 million.
-- Significant majority of the net proceeds of the placing would
be used for the acceleration of the bexmarilimab clinical
development program and manufacturing.
-- Carnegie Investment Bank AB (publ), Finland Branch
("Carnegie") is acting as sole bookrunner and lead manager in the
placing.
TURKU, FINLAND / BOSTON, MA - Faron Pharmaceuticals Ltd (First
North: FARON, AIM: FARN), a clinical stage biopharmaceutical
company focused on building the future of immunotherapy by
harnessing the power of the immune system to tackle cancer and
inflammation, today announces a proposed private placement to raise
approximately EUR 11.0 million before expenses to a limited number
of institutional investors and other investors ("Placing").
Carnegie is acting as sole bookrunner and lead manager in the
Placing.
The Placing will be conducted in a private placement by way of
an accelerated book-building process in which selected investors
may submit bids for the Placing Shares (the "Bookbuild"). The
subscription price per Placing Share is to be determined on the
basis of the bids received in the Bookbuild in EUR. The Bookbuild
is expected to commence immediately following this announcement and
is expected to end by 9:00 a.m. EET on 27 January 2023 at the
latest. The Bookbuild may be discontinued or extended at any time
during the book-building process. Following the close of the
Bookbuild, the Board of Directors of Faron (the "Board") will first
make the decision to issue the relevant number of treasury shares
to Faron itself without consideration, followed by the decision to
then convey such Placing Shares, including, as applicable,
acceptance of the received bids, the number of Placing Shares to be
conveyed to investors and the subscription price per Placing Share
(the "Issue Price"), subject to the registration of the Placing
Shares in the Finnish Trade Register. The Company has received
non-binding indications of interest from potential investors to
subscribe for the Placing Shares under the Placing during a
pre-marketing process. In addition, the Company has obtained
non-binding indications for a substantial amount of the Placing
from LLS TAP and Mr. Timo Syrjälä, both subject to certain
customary conditions.
As soon as practicable after the close of the Bookbuild, and
following receipt of binding commitments from investors, an
announcement will be made on the final number of the Placing Shares
to be issued first to Faron itself without consideration and then
to be conveyed to investors in the Placing, the expected
registration date of the Placing Shares and the Issue Price.
Further details on the terms and conditions of the Placing are
set out below. The Placing Shares are expected to be admitted to
trading on Nasdaq First North Growth Market Finland ("First North")
and AIM ("AIM") in London as set out below.
"This fundraise will enable us to accelerate our ambitious
bexmarilimab development program, with a specific focus on
advancing our combination trials in both solid tumors and
hematologic malignancies," said Dr. Markku Jalkanen, Chief
Executive Officer of Faron. "Far too many patients are not
benefiting from recently approved treatments because their immune
system simply does not recognize and mount a defense against their
cancer. By converting highly immunosuppressive M2 macrophages to
immune stimulating M1 macrophages , bexmarilimab is capable of
igniting an immune response in these patients, which we think will
be amplified when used as part of a combination regimen."
REASONS FOR THE PROPOSED PLACING
The development of bexmarilimab has advanced significantly over
the past 12 - 18 months and the furthering of its development
provides an opportunity to build additional value for shareholders.
The proceeds of the Placing are to be used to advance the
development of the Company's pipeline of drug candidates and to
strengthen the financial position of the Company. Raising at least
EUR 8.0 million is required to secure that the Company meets all
its financial and operational covenants by 31 January 2023, as per
agreed waivers with IPF Partners.
-- Bexmarilimab Development (approximately 87%)
o Complete Part I of the BEXMAB combination trial with AML/MSD
patients with an anticipation to accelerate the most promising
indication
o Initiate BEXCOMBO with PD-1 blockade that was recently
approved by FIMEA
o Conclude MATINS trial for FDA Meeting to obtain advice for
pivotal pathway with last line cancer patients
o Advance bexmarilimab commercial scale production
-- US Buildup (approximately 5%)
o Build medical and regulatory capabilities in the US
o Build IR and US IPO readiness functions
-- Pipeline - other (approximately 8%)
o Traumakine and Haematokine development
-- Strengthening of financial position
o Maintaining sufficient cash position to meet any additional
requirements from changes in operational activities, especially
clinical trials expansion
In addition to the above, Faron is in negotiations with its
lender, IPF Partners ("IPF") on the utilization of the second EUR
5.0 million tranche of the agreed loan commitment. Advanced
discussions are expected to start immediately upon the closing of
the Placing with the current aim to draw the second tranche during
H1 2023. The second tranche would be conditional on, among other
things, Faron receiving FDA approval on the continuation of the
MATINS trial, which is currently expected in late March - April
2023, and minimum overall funding requirement.
Under the terms of the facilities arrangement with IPF, the
Company is required to maintain a minimum cash
balance of EUR 6.0 million while maintaining three months cash
runway.
DETAILS OF THE PROPOSED PLACING AND ISSUE OF EQUITY
-- Faron intends to raise approximately EUR 11.0 million by
offering Placing Shares to a limited number of institutional and
other investors in the Placing. The Company has an authorization to
offer a maximum of 6,458,270 Placing Shares in the Company.
-- The Company has received non-binding indications for a
substantial amount of the Placing from LLS and Mr. Timo Syrjälä,
both subject to certain customary conditions.
-- The placing is conditional upon raising a minimum of EUR 8.0
million. With the minimum amount, the Placing Shares issued would
correspond to at least approximately 3.4% of all the shares and
voting rights in the Company immediately prior to the Placing.
-- Subject to the Company raising the minimum amount of EUR 8.0
million, the Company will have sufficient funding for its working
capital needs until May 2023. The minimum amount is required to
secure that the Company meets all its financial and operational
covenants by 31 January 2023, as per agreed waivers with IPF.
-- IPF has agreed to waive certain covenants under the terms of
the facilities agreement until completion of the Placing, subject
to the Company raising a minimum of EUR 8.0 million by 31 January
2023, amongst other conditions. Under the terms of the facilities
arrangement with IPF, the Company is required to maintain a minimum
cash balance of EUR 6.0 million while maintaining three months cash
runway.
-- The Placing Shares will be offered by way of an accelerated
book building placement to institutional investors outside of the
U.S. in accordance with Regulation S of the U.S Securities Act and
in a private placement in the U.S. to a limited number of qualified
institutional buyers, or QIBS, pursuant to an exemption from
registration under the U.S. Securities Act.
-- The Company intends to enter into a lock-up undertaking for a
period of 90 days with customary and certain other exemptions,
including the possibility to issue further shares, with the prior
written consent of Carnegie, who has agreed to provide such consent
as long as any such further issue is at least at the prevailing
market price, is made to qualifying long-only investors (in the
reasonable opinion of Carnegie) and is within the existing
authorities granted at the Company's Extraordinary General Meeting
held on 7 July 2022 (taking into account the authorities used in
connection with the contemplated Placing). The Company's existing
authorities, without factoring in the authorities used in
connection with the proposed Placing, equate to the conveyance of
up to 6,458,270 shares in total.
-- Carnegie acts as sole bookrunner and lead manager.
The proposed Placing is being carried out within the
authorisation granted to the Board by shareholders at the Company's
Extraordinary General Meeting held on 7 July 2022 to issue up to a
total of 11,000,000 new ordinary shares in the Company as well as
to convey up to the same maximum number (11,000,000) of treasury
shares in the possession of the Company, in a directed share issue
and in deviation from the shareholders' pre-emptive rights. A total
of 3,229,930 new ordinary shares have been issued and conveyed by
the Company and up to 600,000 new shares are reserved for share
issuances based on the exercise of warrants pursuant to the funding
arrangement entered into by Faron with IPF Partners, as disclosed
on 28 February 2022. In addition, a further 1,311,800 treasury
shares have been conveyed by the Company within the outstanding
authority. Therefore pursuant to the outstanding authority, the
Company may issue and further convey up to a maximum of 6,458,270
ordinary shares, which represents approximately 10.8 per cent of
all the issued shares and votes in the Company immediately prior to
the Placing.
The Placing, arranged by Carnegie, will be conducted in a
private placement by way of the Bookbuild, which is an accelerated
book-building process in which selected investors may submit bids
for the Placing Shares. The Issue Price is to be determined on the
basis of the bids received in the Bookbuild. The Bookbuild is
expected to commence immediately following this announcement and is
expected to end by 9:00 EET a.m. on 27 January 2023 at the latest.
The Bookbuild may be discontinued at any time during the
book-building process. Following the close of the Bookbuild, the
Board will make the decision to issue the relevant number of new
Placing Shares to the Company itself and subsequently convey the
Placing Shares to the investors in the Placing, including deciding
upon, as applicable, the acceptance of the received bids, the
number of Placing Shares to be conveyed and the Issue Price. As
soon as practicable after the close of the Bookbuild, receipt of
binding commitments from investors and the Board having resolved on
carrying out the Placing, an announcement will be made on the final
outcome of the Bookbuild and, as applicable, the number of the
Placing Shares to be issued to the Company itself and then conveyed
to investors, the Issue Price as well as the expected registration
date of the Placing Shares.
In connection with the proposed Placing, the Company has entered
into a placing agreement with Carnegie (the "Placing Agreement").
Pursuant to the terms of the Placing Agreement, the sole bookrunner
has agreed to use its reasonable endeavours to procure the
subscription of Placing Shares. In addition, the Company has
obtained non-binding indications from the LLS TAP and Mr. Timo
Syrjälä, both subject to certain customary conditions.
The Placing Agreement contain customary warranties and an
indemnity from the Company in favour of the sole bookrunner. The
Placing Agreement also contain provisions which enable the sole
bookrunner to terminate its Placing Agreement in certain
circumstances before the completion of the Bookbuild, the Board's
resolution on carrying out the Placing and the settlement of the
Placing Shares to investors, including where there has been a
material breach of any of the warranties contained in the Placing
Agreement or where there is a material adverse change, e.g., in the
business or financial affairs of the Company. The Company has
agreed to pay the sole bookrunner certain commissions and fees in
connection with the Placing. Pursuant to the terms of the Placing
Agreement, the sole bookrunner shall collect payment of the gross
Issue Price from the investors in respect of the Placing Shares
allocated in the Placing, paying such amounts to the Company on
behalf of the investors and organizing the delivery of the Placing
Shares to the investors against payment of the Issue Price in full
(DVP).
The Placing is conditional upon, inter alia:
-- the Placing Agreement having become unconditional in all respects;
-- binding commitments corresponding to gross proceeds of at
least the minimum amount of EUR 8 million being received from
investors;
-- the Board resolving to carry out the Placing at the Issue
Price and the Company and sole bookrunner entering into a separate
pricing agreement confirming the Issue Price and the number of the
Placing Shares; and
-- the Placing Shares being issued and being registered with the Finnish Trade Register.
In connection with the Placing, Faron has entered into a lock-up
undertaking for a period of 90 days with customary and certain
other exemptions, including the possibility to issue further
shares, with the prior written consent of Carnegie, who has agreed
to provide such consent as long as any such further issue is at
least at the prevailing market price, is made to qualifying
long-only investors (in the reasonable opinion Carnegie) and is
within the existing authorities granted at the Company's
Extraordinary General Meeting held on 7 July 2022 (taking into
account the authorities used in connection with the contemplated
Placing). The Company's existing authorities, without factoring in
the authorities used in connection with the proposed Placing,
equate to the conveyvance of up to 6,458,270 shares in total.
Subject to all conditions being met, the Placing Shares are
expected to be entered in the Finnish Trade Register approximately
on 27 January 2023.
ISSUE OF THE PLACING SHARES AND ADMISSION TO TRADING
The Placing Shares are expected to be issued in one tranche to
the Company itself as treasury shares and subsequently conveyed to
the investors, and applications will be made for the admission of
the Placing Shares to trading on First North and AIM with said
admissions expected to become effective and trading to commence on
or around 31 January 2023 (the "Admissions"). The dates above may
be subject to change.
A further announcement will be made to confirm the outcome of
the Placing (subject to, inter alia , satisfaction of the above
conditions) and to confirm the expected timing of issue of the
Placing Shares to the Company itself and subsequent issuance to
investors, and the Admissions.
Upon registration with the Finnish Trade Register and further
conveyance of the Placing Shares to investors (DVP), the Placing
Shares will rank pari passu in all respects with the existing
shares of the Company.
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
J ennifer Smith-Parker
Head of Communications
Jennifer.Smith-Parker@faron.com
Cairn Financial Advisers LLP, Nomad
Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880
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
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN FARON
PHARMACEUTICALS OY ("FARON") PURSUANT TO THE PROPOSED TRANSACTION
REFERRED TO IN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS THEREFORE
DIRECTED ONLY AT, IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA,
PERSONS WHO ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF
THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU)
2017/1129) (THE "PROSPECTUS REGULATION"). THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN FARON OR ANY OTHER ENTITY IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.
IN ADDITION, IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS ONLY
DIRECTED AT PERSONS IN THE UNITED KINGDOM THAT ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS
REGULATION 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, TOGETHER WITH
QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION, 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.
THE PROPOSED TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT WOULD
BE MADE PURSUANT TO A PRIVATE PLACEMENT EXEMPTION UNDER THE
PROSPECTUS REGULATION FROM THE REQUIREMENTS TO PRODUCE A PROSPECTUS
UNDER THE PROSPECTUS REGULATION FOR OFFERS OF SECURITIES . FARON
HAS NOT TAKEN ANY ACTION, NOR WILL IT TAKE ANY ACTION, TO OFFER ANY
OF THE PLACING SHARES THAT ARE TO BE SUBSCRIBED FOR PURSUANT TO THE
TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT OR ANY DOCUMENTS
RELATING TO THE PLACING TO THE PUBLIC IN FINLAND, SWEDEN, NORWAY OR
DENMARK, OR IN ANY OTHER JURISDICTION IN ANY FORM WHICH WOULD
CONSTITUTE AN OFFER TO THE PUBLIC.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE
IS NO INTENTION TO REGISTER THE PLACING SHARES IN THE UNITED STATES
OR TO MAKE A PUBLIC OFFERING IN THE UNITED STATES. ANY SALE OF THE
PLACING SHARES IN THE UNITED STATES WILL BE MADE SOLELY TO
"QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A IN
RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
U.S. SECURITIES ACT.
About Bexmarilimab
Bexmarilimab is Faron's wholly-owned, investigative precision
immunotherapy with the potential to provide permanent immune
stimulation for difficult-to-treat cancers through targeting
myeloid cell function. A novel anti-Clever-1 humanised antibody,
bexmarilimab targets Clever-1 positive (Common Lymphatic
Endothelial and Vascular Endothelial Receptor 1) tumour associated
macrophages (TAMs) in the tumour microenvironment, converting these
highly immunosuppressive M2 macrophages to immune stimulating M1
macrophages. In mouse models, bexmarilimab has successfully blocked
or silenced Clever-1, activating antigen presentation and promoting
interferon gamma secretion by leukocytes. Additional pre-clinical
studies have proven that Clever-1, encoded by the Stabilin-1 or
STAB-1 gene, is a major source of T cell exhaustion and involved in
cancer growth and spread. Observations from clinical studies to
date indicate that Clever-1 has the capacity to control T cell
activation directly, suggesting that the inactivation of Clever-1
as an immune suppressive molecule could be more broadly applicable
and more important than previously thought. As an immuno-oncology
therapy, bexmarilimab has potential as a single-agent therapy or in
combination with other standard treatments including immune
checkpoint molecules in both solid tumors and hematologic
malignancies. Beyond immuno-oncology, it offers potential in
infectious diseases, vaccine development and more.
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 .
About The Leukemia & Lymphoma Society and Therapy
Acceleration Program(R) (TAP)
The Leukemia & Lymphoma Society(R) (LLS) is a global leader
in the fight against cancer. The LLS mission is to cure leukemia,
lymphoma, Hodgkin's disease and myeloma, and improve the quality of
life of patients and their families. LLS TAP is a strategic
initiative that builds business alliances and collaborations with
biotechnology companies and academic researchers to identify
potential breakthrough therapies with the ability to change the
standard of care. LLS TAP funds late-stage preclinical studies, and
proof of concept or registrational clinical trials to help advance
therapeutics along the drug development and approval pathway. LLS
TAP accepts funding applications on a rolling basis from companies
with innovative science that has a high potential to improve
patient lives. To learn more, visit
www.LLS.org/therapy-acceleration-program . Follow LLS on Facebook ,
Twitter , and Instagram .
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
IOENKABDABKDODB
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