TIDMFARN
RNS Number : 0729F
Faron Pharmaceuticals Oy
16 February 2018
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 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
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 PHARMACEUTICALS OY ("FARON")
OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF
FARON.
THE PROPOSED TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT WOULD
BE MADE PURSUANT TO A PRIVATE PLACEMENT EXEMPTION UNDER THE
EUROPEAN DIRECTIVE 2003/71/EC (AND AMMENTS THERETO (THE "PROSPECTUS
DIRECTIVE"), AS IMPLEMENTED IN THE MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA, FROM THE REQUIREMENTS TO PRODUCE A PROSPECTUS UNDER
THE PROSPECTUS DIRECTIVE FOR OFFERS OF SECURITIES. FARON HAS NOT
TAKEN ANY ACTION, NOR WILL IT TAKE ANY ACTION, TO OFFER ANY
SECURITIES OR ANY OTHER DOCUMENTS RELATING TO THE PROPOSED
TRANSACTION 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.
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 PUBLIC OFFERING OF THE PLACING SHARES IN THE UNITED STATES,
THE UNITED KINGDOM OR ELSEWHERE. NO REPRESENTATION IS BEING MADE AS
TO THE AVAILABILITY OF ANY EXEMPTION UNDER THE SECURITIES ACT FOR
THE REOFFER, RESALE, PLEDGE OR TRANSFER OF THE PLACING SHARES. THE
PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION
OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE
PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
Faron Pharmaceuticals Oy
("Faron" or the "Company")
Proposed Placing and Subscription to raise up to GBP15.0
million
New funding to expedite commercialisation strategy and
pipeline
TURKU - FINLAND, 16 February 2018 - Faron Pharmaceuticals Oy
("Faron") (AIM: FARN), the clinical stage biopharmaceutical
company, is pleased to announce a proposed placing of up to
1,729,350 new ordinary shares in the capital of the Company (the
"Placing Shares") and a proposed subscription of up to 134,000 new
ordinary shares in the capital of the Company (the "Subscription
Shares") at a price of 805 pence per share (the "Issue Price") to
raise, in aggregate, up to approximately GBP15.0 million before
expenses.
KEY HIGHLIGHTS
-- Proposed conditional placing of up to 1,729,350 Placing
Shares with institutional and other investors ("Placing") and
conditional subscription of up to 134,000 Subscription Shares
("Subscription"), each intending to invest at the Issue Price, in
order to raise, in aggregate, up to approximately GBP15.0 million
before expenses
-- The Placing Shares and Subscription Shares if subscribed for
in full will represent, in aggregate, approximately 6.0% of the
Company's registered number of shares as enlarged by the Placing
and Subscription
-- The Issue Price of 805 pence per share represents the closing
mid-market price of 805 pence on 15 February 2018, being the last
practicable date prior to this announcement
-- The net proceeds of the proposed Placing and Subscription (of
approximately GBP14.1 million if fully subscribed) would be used
to:
o accelerate Traumakine commercial investment to prepare for
market launches ahead of expedited regulatory filings in the US and
Europe
o advance, expand and accelerate the Clevegen clinical
development program, the MATINS trial, through to Phase IIb
-- Cash balance as at 31 December 2017 is c.EUR9.31 million
-- The proposed Placing and Subscription is to be implemented
through a private placement with a limited number of institutional
and other investors. It is expected that finalisation of the
proposed Placing and Subscription will commence immediately
following this announcement. As soon as practicable after the
Placing and Subscription have been finalised, a further
announcement will be made containing details of the final number of
Placing Shares and Subscription Shares to be issued at the Issue
Price by the Company (together with the approximate gross proceeds
of the Placing and Subscription). Further terms of the proposed
Placing and Subscription are set out below
-- Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as
Nominated Adviser, Sole Bookrunner and Corporate Broker to the
Company
Commenting on the proposed Placing and Subscription Dr Markku
Jalkanen, CEO of Faron, said: "Ahead of data from the INTEREST
trial, which we continue to expect in early Q2 2018, Faron is
advancing preparation for Traumakine commercialisation in
collaboration with our chosen Contract Commercial Organisation.
This fundraise will allow us to accelerate the build out of medical
sales and supply chain logistics ahead of Traumakine's anticipated
US and European launches in 2019. Furthermore, following recent
positive FDA advice which expedites Traumakine's potential route to
the US market, we want to ensure we have a strong US sales and
marketing base and logistics network in place to ensure prompt
market entry pending potential regulatory approval. In addition, we
plan to initiate the Clevegen Phase I/II MATINS clinical trial
program in several solid tumours and this funding will allow us to
expedite the planned expansion of Clevegen's clinical program to
achieve Phase IIb data. 2018 is set to be a pivotal year for Faron
and we are looking forward to moving both our novel products to the
next stage."
REASONS FOR THE PROPOSED PLACING AND SUBSCRIPTION
Support the Company's preparation for the commercialisation of
Traumakine
-- Traumakine(R) , the Company's lead product, could be the
first ever drug for Acute Respiratory Distress Syndrome (ARDS) upon
approval with blockbuster potential.
-- The Company is planning to advance regulatory approvals in
the US and Europe once data become available, with Fast Track
Designation already granted in the US in addition to Promising
Innovative Medicines (PIM) designation from the MHRA.
-- In preparation for the Traumakine global launch, the Company
wishes to raise capital to accelerate the build out of medical
sales and supply chain logistics.
-- In particular, the Company intends to build a strong US sales
and marketing base in Boston and create a logistics network to
enhance US market entrance including an early access program.
-- This will allow the Company to initiate the alternative of a
direct sales model in the US and EU as a route to market, with the
opportunity to retain more profits, in addition to
out-licensing.
Advance the clinical development of Clevegen(R) in several
indications
-- Faron intends to expedite the expansion of its planned
Clevegen clinical development program, the MATINS trial, in several
solid tumours (liver, pancreas, ovarian and melanoma) in order to
obtain accelerated safety and clinical data read-outs.
-- The Directors believe that Clevegen's ability to remove local
immune suppression by targeting pro-tumoural type-2 macrophages,
while leaving intact the type-1 macrophages that support immune
activation against tumours, could help the human body's own immune
system to combat cancer.
DETAILS OF THE PROPOSED PLACING AND SUBSCRIPTION AND ISSUE OF
EQUITY
Subject to the Placing Shares and Subscription Shares being
subscribed for in full, they will be issued by the Company pursuant
to the Directors' existing authority to allot ordinary shares in
the capital of the Company ("Ordinary Shares") for cash on a
non-pre-emptive basis, as approved by shareholders at the Company's
last annual general meeting which was held on 16 May 2017. The
Company has received non-binding indications of interest from
potential institutional investors for the Placing and Subscription
during a pre-marketing process.
In connection with the proposed Placing, the Company has entered
into a placing agreement with Panmure Gordon (the "Placing
Agreement"). Pursuant to the terms of the Placing Agreement,
Panmure Gordon has agreed to use its reasonable endeavours to
procure placees for the Placing Shares at the Issue Price. The
Placing is conditional upon, inter alia:
-- the Placing Agreement having become unconditional in all respects;
-- the Company having performed, in all material respects, its
obligations under the Placing Agreement and not being in material
breach of the Placing Agreement;
-- legally binding commitments being received in respect of all
of the Placing Shares and the Subscription Shares (the "Placee
Condition"); and
-- the Placing Shares and the Subscription Shares being issued
and being registered at the Finnish Trade Registry (the "Issue
Condition").
The Placing is being implemented through a private placement
with a limited number of institutional and other investors. The
Placing Agreement contains customary warranties and an indemnity
from the Company in favour of Panmure Gordon together with
provisions which enable Panmure Gordon to terminate the Placing
Agreement in certain circumstances before satisfaction of the Issue
Condition in respect of each stage of the Placing, including where
there has been a material breach of any of the warranties contained
in the Placing Agreement (in the reasonable opinion of Panmure
Gordon) or where there is a material adverse change in the business
or financial affairs of the Company. The Company has agreed to pay
Panmure Gordon certain commissions and fees in connection with the
Placing. In order to comply with local securities law in Finland,
the Issue Condition will be satisfied prior to Admission.
Accordingly, pursuant to the terms of the Placing Agreement,
Panmure Gordon has agreed to underwrite the subscription for and
payment to the Company of the Issue Price for the Placing Shares
upon satisfaction of the Placee Condition.
Assuming that the Placing Shares and Subscription Shares ("New
Shares") are subscribed for in full, the Placing and Subscription
is expected to be effected in two stages in anticipation of
allowing investments made by certain venture capital trust and
enterprise investment scheme funds, (the "EIS/VCT Investors") in
order to qualify under Venture Capital Trust and Enterprise
Investment Scheme rules. The Placing Shares issued to the EIS/VCT
Investors are expected to be allotted and issued first, followed by
certain further Placing Shares and Subscription Shares issued to
non-EIS/VCT Investors. An application will then be made for the
admission of all such Placing Shares (the "First Issue Shares") to
trading on AIM ("Admission") and with Admission becoming effective
and dealings in the First Issue Shares commencing on or around 8.00
a.m. on 23 February 2018. A further announcement will be made to
confirm the outcome of the Placing and Subscription (subject to,
inter alia, satisfaction of the Issue Condition and Admission) and
that the application has been made to AIM for the Admission of the
First Issue Shares in due course, but with such announcement being
made by no later than 5.00 p.m. on 22 February 2018.
Immediately following Admission of the First Issue Shares, the
remaining Placing Shares and Subscription Shares are then expected
to be issued (the "Second Issue Shares") and with an application
being made for Admission of the Second Issue Shares. It is expected
that Admission of the Second Issue Shares will become effective and
that dealings in the Second Issue Shares will commence on or around
8.00 a.m. on 28 February 2018. The issue and allotment of the
Second Issue Shares is conditional upon, inter alia, Admission of
the First Issue Shares taking place, the Issue Condition relating
to the Second Issue Shares being satisfied and the Placing
Agreement otherwise remaining in full force and no material breach
of its terms having occurred. A further announcement will be made
to confirm Admission of the First Issue Shares and to confirm the
application has been made to AIM for the Admission of the Second
Issue Shares.
MARKET ABUSE REGULATION
Market Soundings, as defined in the Market Abuse Regulation
("MAR"), were taken in respect of the proposed Placing and
Subscription with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information in
relation to the Placing and Subscription 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 a Market Sounding are
no longer in possession of inside information relating to the
Company and its securities.
Panmure Gordon (UK) Limited, which is regulated in the UK by the
Financial Conduct Authority, is acting as Nominated Adviser, Sole
Bookrunner and Corporate Broker to the Company and no one else in
connection with the Placing. Accordingly, it will not be
responsible to any person other than the Company for providing the
regulatory and legal protections afforded to its clients nor for
providing advice in relation to the contents of this Announcement
or any matter, transaction or arrangement referred to in it.
For more information please contact:
Faron Pharmaceuticals Oy
Dr Markku Jalkanen, Chief Executive Officer
investor.relations@faron.com
Consilium Strategic Communications
Mary-Jane Elliott, Philippa Gardner, Matthew Neal, Lindsey
Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com
Panmure Gordon (UK) Limited, Nomad and Broker
Freddy Crossley, Ryan McCarthy (Corporate Finance)
Tom Salvesen, Amy Sarra (Corporate Broking)
Phone: +44 207 886 2500
Westwicke Partners, IR (US)
Chris Brinzey
Phone: 01 339 970 2843
E-Mail: chris.brinzey@westwicke.com
About Faron Pharmaceuticals Oy
Faron (AIM:FARN) is a clinical stage biopharmaceutical company
developing novel treatments for medical conditions with significant
unmet needs. The Company currently has a pipeline focusing on acute
organ traumas, vascular damage and cancer immunotherapy. The
Company's lead candidate Traumakine, to prevent vascular leakage
and organ failures, could be the first ever drug for Acute
Respiratory Distress Syndrome ("ARDS") undergoing Phase III
clinical trials and in 2017 received advice from US FDA that it may
proceed directly to BLA submission following successful completion
of EU and Japanese Phase III studies. There is currently no
approved pharmaceutical treatment for ARDS. An additional European
Phase II Traumakine trial is underway for the Rupture of Abdominal
Aorta Aneurysm ("RAAA"). Faron's second candidate Clevegen is a
ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has
the ability to switch immune suppression to immune activation in
various conditions, with potential across oncology, infectious
disease and vaccine development. This novel macrophage-directed
immuno-oncology switch called Tumour Immunity Enabling Technology
("TIET") may be used alone or in combination with other immune
checkpoint molecules for the treatment of cancer patients. Faron is
based in Turku, Finland. Further information is available at
www.faron.com
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 particular, the outcome of clinical trials
(including, but not limited to the Company's INTEREST trial) 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 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, 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEFKPDBNBKBNBD
(END) Dow Jones Newswires
February 16, 2018 02:00 ET (07:00 GMT)
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