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RNS Number : 2003T Faron Pharmaceuticals Oy 20 June 2024
Faron Pharmaceuticals Ltd
("Faron" or the "Company")
Inside Information: Faron publishes the final result of the fully subscribed
EUR 30.7 million share offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO ACQUIRE ANY SECURITIES. PLEASE SEE THE IMPORTANT NOTICES AT THE END
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF MAR AS IT FORMS PART OF
DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR").
Company announcement, 20 June 2024 at 9:00 (EEST) / 7:00 (BST) / 2:00 AM (EDT)
Key Highlights
· The share offering attracted significant interest from both existing
shareholders and new investors and was oversubscribed.
· Through the share offering, the Company raised a total of
approximately EUR 30.7 million, of which approximately EUR 3.7 million will be
paid by converting the Company's Capital Loans (as defined below) and related
arrangement fees and interests into shares in the Company.
· As a result of the share offering, with the gross proceeds of
approximately EUR 27 million the Company believes it will have sufficient
resources to execute its core business and deliver on its key milestones of
the year 2024 under the current business plan and in compliance with the
financial covenants of the IPF Fund II SCA, SICAV-FIAR's ("IPF") Facilities
Agreement until the latter half of March 2025.
· The Company believes that the proceeds allow the completion of the
Phase II of the Company's BEXMAB clinical trial and allow the Company to
pursue readiness to move to Phase III in drug development. The Company will
also seek advice from the FDA regarding next steps for drug development and
pursue negotiating a licensing or partnership agreement for bexmarilimab.
· The Board of Directors of the Company has decided on the completion
of the share offering and the issuance of a total of 30,709,056 newly issued
treasury shares and new shares in the Company in the share offering (including
the shares issued in the UK Offering (as defined below), the "Offering"),
corresponding to approximately 29.9 percent of the Company's outstanding
shares and votes after completion of the Offering.
· The subscription price was EUR 1.00 per share (the "Subscription
Price").
· As set out in the terms and conditions of the Offering, allocation
preference has been given to qualifying shareholders and DI (depositary
interest) holders in the Offering.
TURKU, FINLAND - Faron Pharmaceuticals Ltd (AIM: FARN, First North: FARON), a
clinical-stage biopharmaceutical company pursuing a CLEVER-1 receptor
targeting approach to reprogramming myeloid cells to activate anti-tumor
immunity in hematological and solid tumor microenvironments, today announces
the results of the Offering announced by the Company on 4 June 2024. The Board
of Directors of the Company has decided on the completion of the Offering and
the issuance of a total of 30,709,056 newly issued treasury shares and new
shares in the Company (the "Offer Shares", including the shares issued in the
UK Offering (as defined below)) in the Offering, corresponding to
approximately 29.9 per cent of the Company's shares and votes after the
completion of the Offering. The Subscription Price was EUR 1.00 per share, and
the Company will receive gross cash proceeds of approximately EUR 27 million
from the Offering before deducting the costs related to the Offering.
The Offering was conducted as a directed share issue by way of (i) a public
offering to private individuals and legal entities in Finland (the "Public
Offering") and (ii) an institutional offering to institutional investors in
the European Economic Area and, in accordance with applicable laws,
internationally (the "Institutional Offering"). In addition, the Company
conducted separately (a) an open offer of Offer Shares to qualifying holders
of depositary interests ("DIs") in the United Kingdom and elsewhere (the "UK
Open Offer"), and (b) an offer of Offer Shares to retail investors in the
United Kingdom through intermediaries using Peel Hunt LLP's Retail Capital
Markets Platform (the "REX Retail Offer" and together with the UK Open Offer,
the "UK Offering"), through which a part of the amount of proceeds sought by
the Company in the Offering were raised. The subscription price for shares in
the UK Offering was GBP 0.85 per share, equivalent to the EUR 1.00
Subscription Price of the Offering based on an exchange rate of 1.1714 on 31
May 2024.
The Offering attracted significant demand from both existing shareholders and
new investors, both institutional and retail, with more than 3,000 total
subscribers in the Offering. In the Offering, 7,872,794 Offer Shares will be
allocated to private individuals and legal entities in Finland in the Public
Offering and 16,676,648 Offer Shares will be allocated to institutional
investors in the European Economic Area and, in accordance with applicable
laws, internationally in the Institutional Offering. Separately, the lenders
of the convertible capital loans (the "Capital Loans") have subscribed for
3,709,056 Offer Shares in the aggregate by way of setting off the principal,
any accrued interest and any unpaid arrangement fees relating to Capital Loans
in the aggregate amount of EUR 3.7 million. In addition, 1,955,764 Offer
Shares will be allocated to holders of DIs in the UK Open Offer and 494,794
Offer Shares will be allocated to retail investors in the United Kingdom in
the REX Retail Offer.
Allocation of Offer Shares has been made in accordance with the terms and
conditions of the Offering. The subscriptions made by investors with
allocation preferences (including qualifying shareholders in the Public
Offering) have been accepted and will be met in full, in accordance with the
allocation preferences described in the prospectus published for the Offering.
New investors have been allocated a partial fill on equal terms on a pro-rata
basis. The Company received valid acceptances, including excess applications,
for 1,955,764 Offer Shares under the UK Open Offer and, as a result, all
subscriptions by qualifying DI holders in the UK Open Offer will be met in
full. The REX Retail Offer will result in the issue of a total of 494,794
Offer Shares. In the event there would be discrepancies in allocation, the
Company has reserved the right to make technical corrections and take measures
to correct the situation.
The Offering was conditional upon the Company raising at least EUR 15 million
in gross proceeds. The Company had obtained binding subscription commitments
in the aggregate amount of approximately EUR 6.2 million (the "Subscription
Commitments") and binding subscription guarantee undertakings whereby the
subscription guarantors had undertaken to subscribe for any Offer Shares of
the Company not subscribed for in the Offering in an aggregate amount of up to
EUR 8.8 million (the "Subscription Guarantee Undertakings"). The Subscription
Guarantee Undertakings were limited to cover any unsubscribed Offer Shares up
to the minimum gross proceeds of the Offering of EUR 15 million. The
subscription guarantors will be paid guarantee fees of EUR 1.1 million in the
aggregate for the Subscription Guarantee Undertakings. Certain subscription
guarantors have decided that they will convert the fee in whole in new shares
in the Company at the Subscription Price. The total amount of new shares to be
issued to the subscription guarantors at the Subscription Price, to be set off
against the guarantee fee, is 308,158 (the "Guarantee Fee Shares").
The Company had committed to issue investors who participated in the private
placement announced on 4 April 2024 new shares primarily through a free issue
("Free Shares"), so that the subscription price of the private placement (EUR
1.50 per share) would be equal to the subscription price of a public offer or
other share issue that may have been completed with a lower subscription price
(or that it will make a corresponding compensation in another way). As the
Subscription Price in the Offering was EUR 1.00 per Offer Share, the Company
will issue 1,600,153 Free Shares in total.
The Company believes the net proceeds of the Offering allow the completion of
the Phase II of the BEXMAB clinical trial with patients suffering from MDS
which has relapsed or failed on previous treatment, and enable the Company to
seek advice for market access from the United States Food and Drug
Administration (the "FDA") and pursue readiness to move to Phase III in drug
development. Simultaneously, negotiations for achieving a licensing or
partnership agreement can be carried out.
Dr. Juho Jalkanen, CEO of Faron, comments:
"This financing round has been highly successful. It has secured adequate
resources to get to the next major value inflection point: completion of Phase
II of the BEXMAB trial in patients suffering from relapsed/refractory
myelodysplastic syndrome and partnering bexmarilimab with Phase II data. I
wish to express my sincere and deep gratitude to everyone who participated in
the Offering, both big and small, as well as new and old investors. This has
been a highly complex Offering and tremendous group effort among multiple
parties. Huge thank you goes to everyone involved. After a challenging spring,
we believe Faron is now financially well positioned and we can fully commit
and concentrate on our most important task, taking bexmarilimab through Phase
II. We will continue the work we have begun to be as cost efficient as
possible and maintain our focus on rigorous allocation of capital."
Tuomo Pätsi, Chairman of the Board of Faron, comments:
"The funds raised in the Offering are crucial in providing sufficient runway
to meet our objectives of completing Phase II, obtaining regulatory feedback
from the FDA and signing a significant commercial partnership agreement. The
preliminary results from the Phase II study of our bexmarilimab drug candidate
have been excellent and confirmed the previous positive Phase I results. Now,
our goal is to bring bexmarilimab to market as quickly as possible, as
patients are waiting for such new treatment options."
Edouard Guillet, Partner at IPF Partners, comments:
"We are encouraged by the recent clinical results and progress in fundraising.
We congratulate Faron on this successful fundraise and remain as excited as
everybody to see the program go forward."
To implement the Offering, the Board of Directors of the Company has decided
to issue 20,727,359 shares to Faron itself without consideration ("Treasury
Shares") and, subject to the registration of the Treasury Shares, further
convey such Treasury Shares as the Offer Shares under the Institutional
Offering and
the UK Offering and as Free Shares to the relevant investors. In addition, the
Board of Directors of the Company has decided to issue 11,890,008 new shares
to the relevant investors in the Public Offering, to lenders of the Capital
Loans in the conversion of the Capital Loans, and to subscription guarantors
(the new shares together with the Treasury Shares, the "New Shares").
The Treasury Shares have been registered in the Trade Register maintained by
the Patent and Registration Office on 20 June 2024. The remaining New Shares
will be registered in the Trade Register maintained by the Patent and
Registration Office on or about 20 June 2024. Following the registration of
all the New Shares, the total number of issued shares in the Company will be
104,624,864. The New Shares account for approximately 45.3 per cent of the
Company's outstanding shares and votes prior to the Offering and 31.2 per cent
following the Offering.
The New Shares will be recorded on investors' book-entry accounts on or about
24 June 2024. A part of the New Shares will be registered first as Treasury
Shares of the Company and recorded upon their conveyance on investors'
book-entry accounts (delivery against payment) and, as applicable, settled as
DIs in the UK Open Offer and the REX Retail Offer on or about 24 June 2024.
Applications will be made for the admission to trading of the New Shares on
the Nasdaq First North Growth Market Finland ("First North") maintained by
Nasdaq Helsinki Ltd ("Nasdaq Helsinki") under the current trading code
"FARON", and on AIM ("AIM"), the market of that name operated by London Stock
Exchange plc (the "LSE") under the trading code "FARN". Trading in the New
Shares is expected to commence on or around 10:00 a.m. EEST / 8:00 a.m. BST on
24 June 2024 subject to the admission of the New Shares to trading on First
North and AIM.
Total Voting Rights and Admission of the New Shares
It is expected that the admission of the New Shares to trading on First North
and AIM will become effective at 10:00 a.m. EEST / 8:00 a.m. BST on 24 June
2024. Following admission, the Company will have 104,624,864 shares in issue
each with equal voting rights. No shares will be held in treasury. Therefore,
the number of voting rights in the Company will be 104,624,864.
The above 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 Company.
A confirmation regarding the approval of commitments and allocation of the
Offer Shares in the Public Offering will be sent out as soon as possible and
on or about 24 June 2024 at the latest to all investors who have submitted
their commitments in the Public Offering. Investors who have submitted their
commitments as Nordnet Bank AB's ("Nordnet") customers through Nordnet's
online service, will see their commitments as well as allocation of Offer
Shares on the transaction page of Nordnet's online service. Any excess
payments made in connection with the commitments will be refunded to the
person who made the commitment to the Finnish bank account stated in the
commitment approximately five (5) business days after the completion decision
(i.e. on or about 28 June 2024). If an investor's bank account is in a
different bank than the subscription place, the refund will be paid to a
Finnish bank account in accordance with the payment schedule of the financial
institutions, approximately no later than two (2) banking days thereafter. If
an investor is a client of Nordnet and the commitment is submitted via
Nordnet, the refund will be paid only to a cash account at Nordnet.
Carnegie Investment Bank AB, Finland Branch ("Carnegie") and Peel Hunt LLP
("Peel Hunt") are acting as lead managers (the "Lead Managers") and
bookrunners for the Offering. Carnegie is not participating in arranging the
UK Open Offer or the REX Retail Offer and Peel Hunt is not participating in
arranging the UK Open Offer.
Issuance of Warrants to IPF
As disclosed by the Company on 8 April 2024 and 17 May 2024, the Company has
committed to issue new additional warrants to IPF to adjust the total number
of warrants to be equal to EUR 1,500,000 divided by the Subscription Price
used in the Offering. Therefore, the Company has issued in total 499,601 new
warrants to IPF. The strike price of all warrants is adjusted to EUR 1.00. In
total IPF holds 1,819,944 warrants as at the date of this announcement.
Related Party Transactions and PDMR filings
As announced on 4 June 2024, Christine Roth, a director of the Company, has
subscribed for 46,075 Offer Shares. Her interests in the issued shares and
votes of the Company are set out below:
Before the Offering Following the Offering
Director Number of ordinary shares held % of issued shares and voting rights Number of Offer Shares committed to subscribe for Number of ordinary shares held % of issued shares and votes
Christine Roth 0 0 46,075 46,075 0.04
The participation of Christine Roth in the Offering constitutes a related
party transaction for the purposes of the AIM Rules, the First North Rulebook
and the Finnish Limited Liability Companies Act. The independent directors for
the purpose of Christine Roth's participation in the Offering, being all other
members of the Board, having consulted with Cairn Financial Advisers LLP, the
Company's nominated adviser for the purposes of the AIM Rules, consider the
terms of Christine Roth's participation in the Offering to be fair and
reasonable insofar as shareholders are concerned.
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. Name Christine Roth
2 Reason for notification
a. Position/Status Member of the Board
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 Ltd
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 the financial instrument, type of instrument Share
Identification Code
ISIN: FI4000153309
b. Nature of the transaction Subscription of shares
c. Price(s) and volume(s) Average
Price(s) Volume(s)
EUR 1.00 46,075
d. Aggregated information
- Aggregated Volume 46,075
- Price EUR 1.00
e. Date of the transaction 20 June 2024
f. Place of the transaction Outside of trading venue
In addition, Markku Jalkanen and Tuomo Pätsi, directors of the Company, as
well as Scientific Advisor Sirpa Jalkanen and interim CFO Yrjö Wichmann have
subscribed for 16,667, 6,667, 16,667 and 2,333 Free Shares respectively,
pursuant to the private placement announced on 4 April 2024. Their beneficial
interests in the issued shares and votes of the Company are set out below:
Before the Offering Following the Offering
Director Number of ordinary shares held % of issued shares and votes Number of Free Shares subscribed for Number of ordinary shares held % of issued shares and votes
Markku Jalkanen 2,208,599 3.07 16,667 2,225,266 2.13
Sirpa Jalkanen 1,171,501 1.63 16,667 1,188,168 1.14
Tuomo Pätsi 25,098 0.03 6,667 31,765 0.03
Yrjö Wichmann 95,799 0.13 2,333 98,132 0.09
The subscriptions of Free Shares by Markku Jalkanen, and Tuomo Pätsi
constitute related party transactions for the purposes of the AIM Rules. The
independent directors for the purpose of their subscription of Free Shares,
being John Poulos, Christine Roth, and Marie-Louise Fjällskog, having
consulted with Cairn Financial Advisers LLP, the Company's nominated adviser
for the purposes of the AIM Rules, consider the terms of their subscription of
Free Shares to be fair and reasonable insofar as shareholders are concerned.
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. Name a) Markku Jalkanen
b) Sirpa Jalkanen
c) Tuomo Pätsi
d) Yrjö Wichmann
2 Reason for notification
a. Position/Status Directors/PDMRs/PCAs
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 Ltd
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 the financial instrument, type of instrument Share
Identification Code
ISIN: FI4000153309
b. Nature of the transaction Subscription of shares
c. Price(s) and volume(s) Average
Price(s) Volume(s)
a) EUR 0 a) 16,667
b) EUR 0 b) 16,667
c) EUR 0 c) 6,667
d) EUR 0 d) 2,333
d. Aggregated information
- Aggregated Volume
42,334
- Price
EUR 0
e. Date of the transaction 20 June 2024
f. Place of the transaction Outside of trading venue
In addition, Timo Syrjälä, an existing shareholder in the Company, has
subscribed for and been allocated 3,695,449 Offer Shares in aggregate
(subscribed for by himself and through Acme Investments SPF Sarl ("Acme"), an
entity wholly owned by Mr. Syrjälä, through the Institutional Offering), for
an aggregate subscription value of approximately EUR 3,695,449 at the
Subscription Price, as well as 66,667 Free Shares pursuant to the private
placement announced on 4 April 2024. Based on the information received by
Company, following the completion of the Offering, Mr. Syrjälä's total
holding in the Company's shares, which includes his indirect holding through
Acme, will increase from 12,261,907 shares to 16,024,023 shares, representing
15.32 per cent of the issued shares and votes of the Company following the
Offering. Mr Syrjälä is a "Substantial Shareholder" in the Company for the
purposes of the AIM Rules. His subscription of Offer Shares pursuant to the
Offering and of the Free Shares constitute a related party transaction for the
purposes of the AIM Rules. The Board of Directors of the Company, all of whom
are independent of Mr Syrjälä, having consulted with Cairn Financial
Advisers LLP, the Company's nominated adviser for the purposes of the AIM
Rules, consider the terms of the participation by Mr. Syrjälä in the
Offering and his subscription of the Free Shares to be fair and reasonable
insofar as shareholders are concerned.
For the purposes of MAR and UK MAR, the person responsible for arranging for
the release of this
announcement on behalf of Faron is Juho Jalkanen, Chief Executive Officer.
Faron Pharmaceuticals Ltd
For more information please contact:
ICR Consilium
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com (mailto:faron@consilium-comms.com)
Cairn Financial Advisers LLP, Nomad
Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880
Peel Hunt LLP, Broker
Christopher Golden, James Steel
Phone: +44 (0) 20 7418 8900
Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990
About BEXMAB
The BEXMAB study is an open-label Phase I/II clinical trial investigating
bexmarilimab in combination with standard of care (SoC) in the aggressive
hematological malignancies of acute myeloid leukemia (AML) and myelodysplastic
syndrome (MDS). The primary objective is to determine the safety and
tolerability of bexmarilimab in combination with SoC (azacitidine) treatment.
Directly targeting Clever-1 could limit the replication capacity of cancer
cells, increase antigen presentation, ignite an immune response, and allow
current treatments to be more effective. Clever-1 is highly expressed in both
AML and MDS and associated with therapy resistance, limited T cell activation
and poor outcomes.
About bexmarilimab
Bexmarilimab is Faron's wholly owned, investigational immunotherapy designed
to overcome resistance to existing treatments and optimize clinical outcomes,
by targeting myeloid cell function and igniting the immune system.
Bexmarilimab binds to Clever-1, an immunosuppressive receptor found on
macrophages leading to tumor growth and metastases (i.e. helps cancer evade
the immune system). By targeting the Clever-1 receptor on macrophages,
bexmarilimab alters the tumor microenvironment, reprogramming macrophages from
an immunosuppressive (M2) state to an immunostimulatory (M1) state,
upregulating interferon production and priming the immune system to attack
tumors and sensitizing cancer cells to standard of care.
About Faron Pharmaceuticals Ltd
Faron (AIM: FARN, First North: FARON) is a global, clinical-stage
biopharmaceutical company, focused on tackling cancers via novel
immunotherapies. Its mission is to bring the promise of immunotherapy to a
broader population by uncovering novel ways to control and harness the power
of the immune system. The Company's lead asset is bexmarilimab, a novel
anti-Clever-1 humanized antibody, with the potential to remove
immunosuppression of cancers through reprogramming myeloid cell function.
Bexmarilimab is being investigated in Phase I/II clinical trials as a
potential therapy for patients with hematological cancers in combination with
other standard treatments. Further information is available at www.faron.com
(http://www.faron.com) .
Important notice
This announcement is not an offer of securities for sale into the United
States. The Offer Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (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 intention to
register the Offer Shares in the United States or to make a public offering in
the United States. Any sale of the Offer Shares in the United States will be
made solely to a limited number of "qualified institutional buyers" or
accredited investors, each as defined in Rule 144A in reliance on an exemption
from the registration requirements of the Securities Act.
The distribution of this release may be restricted by law and persons into
whose possession any document or other information referred to herein comes
should inform themselves about and observe any such relevant legal
restrictions. The information contained herein is not for publication or
distribution, directly or indirectly, in or into the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any such aforementioned jurisdiction. This release is not directed to,
and is not intended for distribution to or use by, any person or entity that
is a citizen, resident or located in any locality, state, country or other
jurisdiction where such distribution, publication, availability or use would
violate law or regulation or which would require any registration or licensing
within such jurisdiction.
In any European Economic Area Member State, other than Finland, this release
is only addressed to and is only directed at "qualified investors" in that
Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129
(the "Prospectus Regulation").
In the United Kingdom, this release is only being distributed to and is only
directed at "qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation as it forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") who are (i) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (ii) high net worth companies, and other persons to whom
it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the
Order (all such persons together being referred to as "UK Relevant Persons").
Any investment activities to which this announcement relates will only be
available to and will only be engaged in with UK Relevant Persons. Any person
who is not a UK Relevant Person should not act or rely on this release or any
of its contents.
This release does not constitute a prospectus as defined in either the
Prospectus Regulation or the UK Prospectus Regulation and, as such, it does
not constitute or form part of, and should not be construed as, an offer to
sell, or a solicitation or invitation of any offer to buy, acquire or
subscribe for, any securities or an inducement to enter into investment
activity in relation to any securities.
No part of this release, nor the fact of its distribution, should form the
basis of, or be relied on in connection with, any contract or commitment or
investment decision whatsoever. The information contained in this release has
not been independently verified. No representation, warranty or undertaking,
expressed or implied, is made as to, and no reliance should be placed on, the
fairness, accuracy, completeness or correctness of the information or the
opinions contained herein. The Company or any of its respective affiliates,
advisors or representatives or any other person, shall have no liability
whatsoever (in negligence or otherwise) for any loss, however arising from any
use of this release or its contents or otherwise arising in connection with
this release. Each person must rely on their own examination and analysis of
the Company, its subsidiaries, its securities and the transactions, including
the merits and risks involved.
The Lead Managers are acting exclusively for the Company and no one else in
connection with the Offering. They will not regard any other person as their
respective client in relation to the Offering. The Lead Managers will not be
responsible to anyone other than the Company for providing the duties afforded
to their respective clients, nor for giving advice in relation to the Offering
or any transaction or arrangement referred to herein.
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 Company's current expectations and
assumptions regarding the completion and use of proceeds from the Offering,
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 Company's current
beliefs and assumptions and are based on information currently available to
the Company.
A number of factors could cause actual results to differ materially from the
results and expectations dis-cussed 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 Company believes 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
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