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, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Faron Pharmaceuticals Oy
(“Faron” or the “Company”)
Results of the Placing and Subscription
and Issue of Equity
PDMR Shareholding
Successful fundraising of €3.12 million (£2.67 million) through the Placing and Subscription
TURKU – FINLAND, 28 March 2019 – Faron Pharmaceuticals Oy (AIM: FARN), the clinical stage biopharmaceutical company, is pleased to announce that, following the announcements on 26 March 2019, the proposed Placing and Subscription has been subscribed for in full, in satisfaction of the Placee Condition.
Pursuant to the Placing and Subscription, the Company is raising approximately €3.12 million before expenses by way of the Placing of 864,164 Placing Shares at the Issue Price of 60.0 pence per share and the Subscription of 3,584,461 Subscription Shares at an equivalent Euro Issue Price of 70.2 cents per share (“Euro Issue Price”). The Placing and Subscription have been supported by the participation of existing and new institutional shareholders. The Board of Directors of Faron has resolved on and approved the issuance of the Placing Shares and the Subscription Shares pursuant to the existing authorisation granted by shareholders at the Company’s Annual General Meeting held on 31 May 2018.
The Placing Shares and the Subscription Shares are expected to be registered with the Finnish Trade Register shortly. The Placing Shares and Subscription Shares will, when registered, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of registration of the Placing Shares and Subscription Shares with the Finnish Trade Register.
Application has been made to the London Stock Exchange for admission to AIM of the 4,448,625 Placing Shares and Subscription Shares (in aggregate) (“Admission”), and it is expected that Admission will take place at 8:00 a.m. on 29 March 2019.
Faron’s enlarged issued number of shares immediately following registration and Admission will be 35,476,519 Ordinary Shares with voting rights attached. The Company has no shares in Treasury; therefore upon, and subject to, registration, the total number of voting rights in Faron will be 35,476,519 (the “Enlarged 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 Enlarged Number of Shares and Votes of the Company.
Commenting on the successful Placing and Subscription, Dr Markku Jalkanen, CEO of Faron, said: “We are very pleased to have received such support from new and existing shareholders, employees and Company directors. This financing will allow us to further clinical programmes for two medicines with significant potential to help patients with life threatening conditions like organ damage and cancer. The opportunity to prepare a new phase III study for Traumakine marks a significant step for Faron as we remain confident in the impact this future medicine can bring, first to a subset of ARDS patients and then hopefully to all of them. We are also excited and encouraged by the early clinical data being generated for Clevegen and look forward to development of this novel precision cancer immunotherapy.”
Use of Proceeds
The net proceeds of approximately €2.9 million (£2.5 million) will be used to further the clincal development of both Traumakine and Clevegen as described in the Company’s announcement released 7.00 a.m. on 26 March 2019. The net proceeds of the Fundraise are expected to provide the Company with working capital into Q3 2019.
Director/PDMR and other Shareholdings
Certain Directors (Dr Markku Jalkanen, Yrjo Wichmann, Dr Gregory Brown and Matti Manner) or persons closely associated with them have subscribed for in aggregate 405,982 Subscription Shares at the Euro Issue Price and Dr Frank Armstrong has subscribed for 33,333 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 and Subscription
|
|
Following Admission
|
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Director/PDMR
|
Number of Ordinary Shares held
|
Holding as a % of the Company’s existing issued shares and votes
|
Number of shares subscribed for
|
Number of Ordinary Shares held
|
Holding as a % of the Company’s Enlarged Number of Shares and Votes
|
|
Dr Markku Jalkanen
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2,909,390
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9.38%
|
284,900*
|
3,194,290
|
9.00%
|
|
Yrjš Wichmann
|
74,640
|
0.24%
|
49,857**
|
124,497
|
0.35%
|
|
Dr Frank Armstrong
|
22,396
|
0.07%
|
33,333
|
55,729
|
0.16%
|
|
Dr Gregory Brown
|
18,000
|
0.06%
|
28,490
|
46,490
|
0.13%
|
|
Matti Manner
|
508,300
|
1.64%
|
42,735***
|
551,035
|
1.55%
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
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*of which, 213,675 have been subscribed by Markku Jalkanen directly, and 71,225 have been subscribed for by the Mehto Estate, a family estate in which Markku Jalkanen’s wife, Sirpa Jalkanen, is benficially interested
** subscribed by Yrjš Wichmann’s wife Irene Averbach-Wichmann
*** of which, 28,490 have been subscribed by Matti Manner directly, and 14,245 have been subscribed for by his wife Susanna Hedenstršm-Manner
The participation of Dr Markku Jalkanen, Yrjo Wichmann, Dr Frank Armstrong, Dr Gregory Brown and Matti Manner in the Placing and Subscription constitutes a related party transaction for the purposes of the AIM Rules. The independent directors for the purpose of the Placing and Subscription, being Leopoldo Zambeletti and John Poulos, 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 PDMRs also participated in the Fundraise, these include Matti Karvonen, Jami Mandelin and Maria Lahtinen or persons closely associated with them who subscribed for 56,980, 10,256 and 14,245 Subscription Shares respectively.
In addition to the subscriptions made by the Directors and PDMRs above, Dr Jonathan Knowles, chairman of the Scientifc Advisory Board, has also subscribed for 284,900 Subscription Shares for an amount of €200,000.
The notification below, which has been made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on the subscriptions by PDMRs and person’s closely associated with them.
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Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
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1
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Details of the person discharging managerial responsibilities/person closely associated
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a.
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Names (Position)
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Dr Markku Jalkanen (CEO and PDMR)
Saima Mehto estate (PCA)
Irene Averbach-Wichmann (PCA)
Matti Manner (Non-Executive Director and PDMR)
Susanna Hedenstrom-Manner (PCA)
Dr Gregory Brown (Non-Executive Director and PDMR)
Dr Frank Armstrong (Non-Executive Chairman and PDMR)
Matti Karvonen (PDMR)
Minja Pfeiffer (PCA)
Jami Mandelin (PDMR)
Maria Lahtinen (PDMR)
|
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2
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Reason for notification
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|
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a.
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Position/Status
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Persons discharging managerial responsibilities
|
|
b.
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Initial notification/
Amendment
|
Initial Notification
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|
a.
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Name
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Faron Pharmaceuticals Oy
|
|
b.
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LEI
|
7437009H31TO1DC0EB42
|
|
4
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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
|
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a.
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Description of the financial instrument, type of instrument
Identification Code
|
Ordinary shares
ISIN: FI4000153309
|
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b.
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Nature of the transaction
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Purchase of ordinary shares
|
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c.
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Price(s) and volume(s)
|
|
|
|
|
|
|
Price(s)
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Volume(s)
|
|
|
70.2 €cent
70.2 €cent
70.2 €cent
70.2 €cent
70.2 €cent
70.2 €cent
60.0 GBPp
70.2 €cent
70.2 €cent
70.2 €cent
70.2 €cent
|
213,675
71,225
49,857
28,490
14,245
28,490
33,333
42,735
14,245
10,256
14,245
|
|
|
|
d.
|
Aggregated information
– Aggregated Volume
– Price
|
520,796
€365,599
|
|
e.
|
Date of the transaction
|
March 27, 2019
|
|
f.
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Place of the transaction
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Turku
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| |
|
|
|
|
|
|
|
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The information contained within this announcement constitutes inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014.
Unless stated otherwise, all capitalised terms in this announcement are made with reference to the announcement made by Faron at 7.00 a.m. (GMT) on 26 March 2019.
Exchange rate
Unless otherwise specified, this announcement contains certain translations of Euros into amounts in Pounds Sterling for the convenience of the reader based on the exchange rate of £1.00 = €1.17, being the published exchange rate by the Bank of England at the close of business on 25 March 2019 (the latest practicable date prior to the date of the pricing announcement).
ENDS
For more information please contact:
Faron Pharmaceuticals Oy
Dr Markku Jalkanen, Chief Executive Officer
investor.relations@faron.com
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
About Faron Pharmaceuticals Ltd
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 first candidate Traumakine, to prevent vascular leakage and organ failures, has completed a Phase III clinical trial in Acute Respiratory Distress Syndrome (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 early 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 Turn-on-your-Immunity or Turn-It 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 early data from initial patients in the MATINS trial may not be replicated in larger patient numbers and the outcome of clinical trials 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 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.
