TURKU, Finland, Feb. 12, 2021 /PRNewswire/ -- THIS
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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
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 €4.26 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 Officer 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 Officer 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® (intravenous
interferon beta). In summary:
Bexmarilimab
- testing higher 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 €500.000 and €15 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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