TIDMFARN
RNS Number : 9229O
Faron Pharmaceuticals Oy
12 February 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
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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
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Faron Pharmaceuticals Oy
("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 11 February 2021
regarding the proposed issue and placing of new ordinary shares in
the Company (the "Launch Announcement"), unless the context
provides otherwise.
Company announcement, 12 February 2021 at 7:00 a.m. GMT / 9:00
a.m. EET
Inside information
TURKU - FINLAND - Faron Pharmaceuticals Oy (First North: FARON,
AIM: FARN), the clinical stage biopharmaceutical company, announces
today that the Bookbuild, announced on 11 February 2021, is now
closed. The Placing comprises the issue of 3,521,127 Placing Shares
at an Issue Price of EUR4.26 per Placing Share, which represents a
5% discount to the 30 day volume weighted average price on NASDAQ
Helsinki First North Growth.
The Placing Shares to be issued amount to approximately 7.5 per
cent of the issued shares and votes in the Company, immediately
prior to the Placing. The Company raised aggregate gross proceeds
of EUR 15 million in the Placing. Several new high-quality
Continental European institutional investors participated in the
Placing, expanding Faron's investor base, along with existing
investors, as planned. The European Investment Council Fund, EIC,
which had given a pre-commitment, was the largest of the new
investors. Faron is the first publicly listed company that the EIC
Fund has invested in.
Commenting on the successful Placing, Dr Markku Jalkanen, Chief
Executive Of ficer of Faron, said: "We are delighted to have
received this significant support from our existing and new
investors in this successful financial round. In particular we
would like to welcome the European Innovation Council Fund, a
breakthrough initiative from the European Commission. With these
additional resources we can further accelerate our pipeline
projects, especially in the fight against cancer with our Clever-1
targeting precision immunotherapy, bexmarilimab. The recent
discovery of free, soluble Clever-1 as an immune suppressive agent
capable of directly restricting T-cell activation in all locations
of the body may help us to control cancer-induced immune
suppression in remote locations such as distant organs. Cancer
clinicians have, for years, sought the ability to measure and
control immune suppressive elements in their patients. Soluble
Clever-1 is a prime candidate for this, with bexmarilimab offering
significant potential as a breakthrough therapy."
Commenting on the participation of the EIC in the Placing,
Stéphane Ouaki , Head of Unit for Financial Instruments, DG
Research and Innovation - European Commission , said: " I am glad
to announce that the EIC Fund is supporting Faron via this
successful investment. This unique form of financing - combining
grants and equity - is a signature feature of the European
Innovation Council. It will bridge the funding gap for highly
innovative companies, unlock additional private investments and
enable the companies to scale up in Europe."
Commenting on the successful Placing, Toni Hänninen, Chief
Financial Of ficer of Faron, said: "We are extremely pleased with
the results of this Placing conducted on a very competitive market.
This allows us to accelerate our development programmes and
significantly strengthens our balance sheet."
Use of Proceeds
The primary reason for conducting the Fundraise was to
accelerate and expand the clinical development of the Company's
main drug candidates, bexmarilimab and Traumakine(R) (intravenous
interferon beta). In summary:
Bexmarilimab
-- testing h igher frequency of dosing to investigate potential for enhanced clinical responses;
-- three new trials to study bexmarilimab treatment in a
neoadjuvant setting, in combination with a PD(L)-1 checkpoint
inhibitor and in haematological malignancies; and
-- continuation of the MATINS trial, where five solid tumour
cohorts have demonstrated early signs of clinical benefit in the
first two stages (Part I and II) of the study.
Traumakine
-- launch of the phase II/III HIBISCUS study in the US; and
-- preparations to expand into additional clinical indications.
General corporate
-- establishment of an operational unit in the US;
-- investment in the manufacturing of both bexmarilimab and intravenous interferon beta; and
-- strengthening of 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 12 February 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 around 16 February
2021.
Following issue and Registration of the Placing Shares, the
number of shares in the Company will be 50,417,874 ordinary shares
with voting rights attached. The Company has no shares in treasury;
therefore, the total number of voting rights in Faron will be
50,417,874 (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 46,948 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 200,000
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 6,839,239 shares, representing 13.57
per cent 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 Advisors 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 Oy
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, Mark Rogers
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
Consilium Strategic Communications
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com
Stern Investor Relations
Julie Seidel, Naina Zaman
Phone: +1 (212) 362-1200
E-mail: 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. The Company currently has
a pipeline based on the receptors involved in regulation of immune
response in oncology and organ damage. Bexmarilimab is its
investigative precision immunotherapy with the potential to provide
permanent immune stimulation for difficult-to-treat cancers through
targeting myeloid 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. With the ability to switch immune suppression to
immune activation in various conditions, bexmarilimab has potential
across oncology, infectious diseases and vaccine development.
Currently in phase I/II clinical development as a potential therapy
for patients with untreatable solid tumours, 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.
In addition to its profound antiviral effect, Traumakine
upregulates the cell surface protein Cluster of Differentiation 73
(CD73), an enzyme that suppresses pro-inflammatory responses in
endothelial cells. Using an IV administration of interferon beta-1a
provides optimal exposure to the lung vasculature, increasing
protection against serious lung complications and helping to
prevent vascular leakage by enhancing endothelial barrier function.
Traumakine is currently being evaluated in global trials as a
potential treatment for hospitalised patients with COVID-19. As
part of a working relationship established with Faron, the 59th
Medical Wing of the US Air Force and the US Department of Defense
are also evaluating Traumakine's role in preventing 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 ( "
EIC " ) Fund is a breakthrough initiative of the Commission to make
direct equity and quasi-equity investments (between EUR500.000 and
EUR15 million) in the capital of start-ups and SMEs. The EIC Fund
aims to fill a critical financing gap faced by innovative companies
when bringing their technologies to the commercialisation stage.
The Fund helps to fill this financing gap at the start-up stage
where the EU venture capital market still underperforms compared to
the global venture capital market. Its main purpose is not to
maximise the return on the investments, but to have a high impact
by accompanying companies with breakthrough and disruptive
technologies in their growth as patient capital investor.
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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