TIDMFARN
RNS Number : 7673S
Faron Pharmaceuticals Oy
08 November 2019
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.
Faron Pharmaceuticals Oy
Results of Placing and Issue Price
Issue of Equity and Total Voting Rights
PDMR dealing
Capitalised terms used in this announcement have the meanings
given to them in the announcement made at 16.51 GMT on 7 November
2019 regarding the proposed placing of new ordinary shares in the
company (the "Launch Notice"), unless the context provides
otherwise.
TURKU - FINLAND, 8 November 2019 - Faron Pharmaceuticals Oy
("Faron" or the "Company") (AIM: FARN), the clinical stage
biopharmaceutical company, is pleased to announce that the
Bookbuild, announced on 7 November 2019, is now closed and the
Company has accepted subscriptions for 3,935,500 Placing Shares,
which number also corresponds to the minimum number of ordinary
shares initially intended to be issued in the Placing. The Placing
comprises the issue of 3,935,500 Placing Shares at an Issue Price
of GBP 190 pence per Placing Share. This is equivalent to an Issue
Price of EUR 2.198 per Placing Share.
The Placing Shares to be issued amount to approximately 10.0 per
cent. of the issued shares and votes in the Company, immediately
prior to the Placing. The Company raises aggregate gross proceeds
of GBP 7.48 million (EUR 8.65 million) in the Placing.
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 November 2019
("Registration"). Following 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 the AIM market of the London Stock Exchange on or about
14 November 2019.
Following issue and Registration of the Placing Shares, the
number of shares in Faron will be 43,290,747 ordinary shares with
voting rights attached. The Company has no shares in treasury;
therefore the total number of voting rights in Faron will be
43,290,747 (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.
Commenting on the successful Placing, Dr Markku Jalkanen, CEO of
Faron, said: "We are very pleased to have received such a
tremendous support from new and existing shareholders, employees
and Company directors in this transaction. We are very happy to
have a significant number of new Nordic shareholders. This
financing will allow us to further progress our clinical programme
on Clevegen with a view to clarifying its full potential, either
alone or in combination with existing cancer treatments. This is
very important as many, if not all, cancer patients have reduced
immune capacity to defend them against cancer spread and may
potentially be focal information in terms of specifying our goals
for the ongoing partnering discussions."
Use of Proceeds
The net proceeds raised in the Placing will be used to further
the clinical development of Clevegen(R) as described in the Launch
Notice. The net proceeds of the Placing are expected to provide the
Company with twelve months' working capital.
Related Party and PDMR Transactions
Timo Syrjälä, an existing shareholder in the Company, has
subscribed for 113,282 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 248,994
(GBP 215,235) 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 6,086,855 shares,
representing 14.06 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
independent directors for the purpose of the Placing, being Gregory
Brown, John Poulos, Leopoldo Zambeletti, Markku Jalkanen and Matti
Manner, all of whom are independent of Mr Syrjälä, having consulted
with Panmure Gordon, 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.
Dr Frank Armstrong, chair of the Board of Directors, has
subscribed for 9,063 Placing Shares at the Issue Price. The
beneficial interests of the directors in the issued shares and
votes of the Company is set out below:
Before the Placing Following the Placing
Holding as Number of Holding as a
Number of a % of the Placing Shares Number of % of the Company's
ordinary Company's shares subscribed ordinary New Number of
Director shares held and votes for shares held Shares and Votes
Dr Frank Armstrong 55,729 0.14% 9,063 64,792 0.15%
The participation of Dr Frank Armstrong in the Placing
constitutes a related party transaction for the purposes of the AIM
Rules. The independent directors for the purpose of the Placing,
being Gregory Brown, John Poulos, Leopoldo Zambeletti, Markku
Jalkanen and Matti Manner, have consulted with the Company's
nominated adviser, Panmure Gordon, and consider that the terms of
the related party transaction are fair and reasonable insofar as
the shareholders are concerned.
Other persons discharging managerial responsibilities ("PDMRs")
also participated in the Placing; these include Maria Lahtinen,
Toni Hänninen and Yrjö Wichmann who subscribed for 2,226; 6,797 and
6,797 Placing Shares respectively. Further details are provided
below.
In addition to the subscriptions made by the directors and PDMRs
above, members of the personnel of the Company have also subscribed
for 14,046 Placing Shares.
Exchange rate
Unless otherwise specified, this notice contains certain
translations of euros into amounts in pounds sterling for the
convenience of the reader based on the exchange rate of EUR 1 = GBP
0.86442, being the published exchange rate by the European Central
Bank at the close of business on 7 November 2019 (the latest
practicable date prior to the date of this notice).
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
Carnegie Investment Bank AB, Financial Adviser
Mika Karikoski (Corporate Finance)
Phone: +358 9 6187 1295
Panmure Gordon (UK) Limited, Nomad and Broker
Emma Earl, Freddy Crossley (Corporate Finance)
James Stearns (Corporate Broking)
Phone: +44 207 886 2500
Consilium Strategic Communications
Mary-Jane Elliott
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com
Westwicke Partners, IR (US)
Chris Brinzey
Phone: 01 339 970 2843
E-Mail: chris.brinzey@westwicke.com
Notification of a Transaction pursuant to Article 19(1) of Regulation
(EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person
closely associated
----- ----------------------------------------------------------------------------------------------
a. Names (Position) Frank Armstrong (Chair)
Maria Lahtinen (Director, Supplier Management)
Toni Hänninen (CFO)
Yrjö Wichmann (Vice President, Financing
and Investor Relations)
---------------------------------------------------------
2 Reason for notification
----------------------------------- ---------------------------------------------------------
a. Position/Status Persons discharging managerial responsibilities
----------------------------------- ---------------------------------------------------------
b. Initial notification/ Initial Notification
Amendment
----------------------------------- ---------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------------------
a. Name Faron Pharmaceuticals Oy
-----------------------------------
b. LEI 7437009H31TO1DC0EB42
----------------------------------- ---------------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----- ----------------------------------------------------------------------------------------------
a. Description of Ordinary shares
the financial
instrument, type ISIN: FI4000153309
of instrument
Identification
Code
----------------------------------- ---------------------------------------------------------
b. Nature of the Purchase of ordinary shares
transaction
----------------------------------- ---------------------------------------------------------
c. Price(s) and Price(s) Volume(s)
volume(s)
----------------------------------- -------------------------
EUR19,921.99 9,063
EUR4,981.05 2,266
EUR14,940.94 6,797
EUR14,940.94 6,797
------------------------- -----------------
Aggregated information
- Aggregated
Volume 24,923
d. - Price EUR54,784.93
----------------------------------- ---------------------------------------------------------
e. Date of the transaction 8 November 2019
----------------------------------- ---------------------------------------------------------
f. Place of the Turku
transaction
----------------------------------- ---------------------------------------------------------
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END
MSCBPBFTMBIMMIL
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November 08, 2019 02:00 ET (07:00 GMT)
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