REG - Faron Pharma. Oy - Proposed Issue and Placing

Faron Pharmaceuticals OyAnnouncement

05/02/2025 16:30

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RNS Number : 0683W  Faron Pharmaceuticals Oy  05 February 2025

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.

 

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").

 

 

Faron Pharmaceuticals Ltd

("Faron" or the "Company")

 

Inside Information: Proposed Issue and Placing of preliminarily approx. EUR 10
million by way of an accelerated book-building

 

 

Company announcement, 5 February 2025 at 4:30 p.m. GMT / 6:30 p.m. EET

Inside information

 

KEY HIGHLIGHTS

·    A proposed private placement of newly issued treasury shares
("Placing Shares") to raise preliminarily approximately EUR 10 million, to be
conducted by way of an accelerated book-building, directed to a limited number
of institutional and other investors.

·    Subject to the Company raising approximately EUR 10 million, the
Company will have sufficient funding for its working capital needs into Q4
2025 and be able to meet its financial covenants into August 2025. The total
cash and cash equivalents held by the Company as of 31 December 2024 was ca.
EUR 9.5 million.

·    The net proceeds will strengthen the Company's financial position
ahead of its upcoming BEXMAB Phase II trial topline readout, which is expected
in April 2025. The proceeds will be used for the continuation of the BEXMAB
Phase II trial, mainly to produce follow-up data (duration of response and
survival) and to prepare the package for end of Phase II FDA meeting and to
enhance the Company's balance sheet.

·    The Company will continue to actively evaluate further business
transactions such as licensing as well as financing alternatives (e.g. equity,
convertible or debt instruments) in order to achieve the best commercial
outcome for its shareholders. The proposed Placing would improve the Company's
negotiation position ahead of the BEXMAB Phase II efficacy and safety readout,
while also ensuring compliance with the financial covenants.

·    Carnegie Investment Bank AB (publ), Finland Branch
("Carnegie"), Bryan, Garnier & Co Ltd. and Bryan Garnier Securities SAS
(together with Bryan, Garnier & Co Ltd., "Bryan Garnier") are acting as
joint bookrunners ("Joint Bookrunners") in the placing.

 

TURKU, FINLAND - Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON),
a clinical-stage biopharmaceutical company focused on tackling cancers via
novel immunotherapies, today announces a proposed private placement to raise
preliminarily approximately EUR 10 million before expenses to a limited number
of institutional investors and other investors ("Placing"). Carnegie and Bryan
Garnier are acting as Joint Bookrunners in the Placing.

 

The Placing will be conducted in a private placement by way of an accelerated
book-building process in which selected investors may submit bids for the
Placing Shares (the "Bookbuild"). The subscription price per Placing Share is
to be determined on the basis of the bids received in the Bookbuild in EUR.
The Bookbuild is expected to commence immediately following this announcement
and is expected to end by 9:00 a.m. EET on 6 February 2025 at the latest. The
Bookbuild may be discontinued or extended at any time during the book-building
process. Following the close of the Bookbuild, the Board of Directors of Faron
(the "Board") will first make the decision to issue the relevant number of
treasury shares to Faron itself without consideration, followed by the
decision to then convey such Placing Shares, including, as applicable,
acceptance of the received bids, the number of Placing Shares to be conveyed
to investors and the subscription price per Placing Share (the "Issue Price"),
subject to the registration of the Placing Shares in the Finnish Trade
Register. The Company has received non-binding indications of interest from
potential investors to subscribe for the Placing Shares under the Placing
during a pre-marketing process.

 

As soon as practicable after the close of the Bookbuild, and following receipt
of binding commitments from investors, an announcement will be made on the
final number of the Placing Shares to be issued first to Faron itself without
consideration and then to be conveyed to investors in the Placing, the
expected registration date of the Placing Shares and the Issue Price.

 

Further details on the terms and conditions of the Placing are set out below.
The Placing Shares are expected to be admitted to trading on Nasdaq First
North Growth Market Finland ("First North") and AIM ("AIM") in London as set
out below.

 

"This fundraise will enable us to continue our ambitious bexmarilimab
development program as previously communicated, with a specific focus on
hematologic malignancies," said Dr. Juho Jalkanen, Chief Executive Officer of
Faron.

 

As to alternative funding options and partnering discussions, the Company
continues to evaluate timing, scope and the best available options and terms
for a commercial deal. To allow continued flexibility in pursuing the best
commercial outcome for the Company and its shareholders through being in a
better negotiation position with BEXMAB Phase II efficacy and safety readout,
while also ensuring compliance with the financial covenants, the Company will,
while taking into account the actual equity raised in the Placing, also
continue to actively evaluate further financing alternatives and business
transactions (which could include equity or convertible instruments).

 

REASONS FOR THE PROPOSED PLACING

 

The development of bexmarilimab has advanced significantly over the past 12
months and the furthering of its development provides an opportunity to build
additional value for shareholders. The proceeds of the Placing are to be used
to advance the development of the Company's pipeline and to strengthen the
financial position of the Company.

 

·    Bexmarilimab development

o Securing topline readout of Phase II BEXMAB trial in April 2025.

o Continuation of the BEXMAB Phase II trial to generate high-quality follow-up
data (duration of response and survival)

o Preparing for a meeting with FDA after Phase II topline response rate
readout.

·    Strengthening of financial position of the Company to enhance its
position while securing compliance with financial covenants relating to
financial arrangements.

 

DETAILS OF THE PROPOSED PLACING AND ISSUE OF EQUITY

 

·      Faron intends to raise preliminarily approximately EUR 10 million
by offering Placing Shares to a limited number of institutional and other
investors in the Placing. The Company has an authorization to offer a maximum
of 19,113,496 Placing Shares in the Company.

·      Subject to the Company raising preliminarily approximately EUR 10
million, the Company will have sufficient funding for its working capital
needs into Q4 2025.

·      Carnegie and Bryan Garnier are acting as Joint Bookrunners in the
Placing.

 

The proposed Placing is being carried out within the authorisation granted to
the Board by shareholders at the Company's Annual General Meeting held on 5
April 2024 to issue up to a total of 20,000,000 new ordinary shares in the
Company as well as to convey up to the same maximum number (20,000,000) of
treasury shares in the possession of the Company, in a directed share issue
and in deviation from the shareholders' pre-emptive rights. A total of 886,504
warrants have been issued by the Company in connection with a previous funding
arrangement. Therefore, pursuant to the outstanding authority, the Company may
issue and further convey up to a maximum of 19,113,496 ordinary shares, which
represents approximately 18.3 per cent of all the issued shares and votes in
the Company immediately prior to the Placing.

 

The Placing, arranged by Carnegie and Bryan Garnier, will be conducted in a
private placement by way of the Bookbuild, which is an accelerated
book-building process in which selected investors may submit bids for the
Placing Shares. In the Placing, the Company is primarily targeting long-term
institutional and other qualified investors that are capable of offering
substantial investments cost-effectively, at attractive terms. The Issue Price
is to be determined on the basis of the bids received in the Bookbuild. The
Bookbuild is expected to commence immediately following this announcement and
is expected to end by 9:00 EET a.m. on 6 February 2025 at the latest. The
Bookbuild may be discontinued at any time during the book-building process.
Following the close of the Bookbuild, the Board will make the decision to
issue the relevant number of new Placing Shares to the Company itself and
subsequently convey the Placing Shares to the investors in the Placing,
including deciding upon, as applicable, the acceptance of the received bids,
the number of Placing Shares to be conveyed and the Issue Price. As soon as
practicable after the close of the Bookbuild, receipt of binding commitments
from investors and the Board having resolved on carrying out the Placing, an
announcement will be made on the final outcome of the Bookbuild and, as
applicable, the number of the Placing Shares to be issued to the Company
itself and then conveyed to investors, the Issue Price as well as the expected
registration date of the Placing Shares.

 

In connection with the proposed Placing, the Company has entered into a
placing agreement with Carnegie and Bryan Garnier (the "Placing Agreement").
Pursuant to the terms of the Placing Agreement, the Joint Bookrunners have
agreed to use their reasonable endeavours to procure the subscription of
Placing Shares.

 

The Placing Agreement contain customary warranties and an indemnity from the
Company in favour of the Joint Bookrunners. The Placing Agreement also contain
provisions which enable the Joint Bookrunners to terminate the Placing
Agreement in certain circumstances before the completion of the Bookbuild, the
Board's resolution on carrying out the Placing and the settlement of the
Placing Shares to investors, including where there has been a material breach
of any of the warranties contained in the Placing Agreement or where there is
a material adverse change, e.g., in the business or financial affairs of the
Company. The Company has agreed to pay the Joint Bookrunners certain
commissions and fees in connection with the Placing. Pursuant to the terms of
the Placing Agreement, the Joint Bookrunners shall collect payment of the
gross Issue Price from the investors in respect of the Placing Shares
allocated in the Placing, paying such amounts to the Company on behalf of the
investors and organizing the delivery of the Placing Shares to the investors
against payment of the Issue Price in full (DVP).

 

 The Placing is conditional upon, inter alia:

·    the Placing Agreement having become unconditional in all respects;

·    the Board resolving to carry out the Placing at the Issue Price and
the Company and Joint Bookrunners entering into a separate pricing agreement
confirming the Issue Price and the number of the Placing Shares; and

·    the Placing Shares being issued and being registered with the Finnish
Trade Register.

 

Subject to all conditions being met, the Placing Shares are expected to be
entered in the Finnish Trade Register approximately on 6 February 2025.

 

DEVIATION FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF SHAREHOLDERS

 

As previously announced by the Company on 22 October 2024, in order to enable
more flexibility in pursuing the best commercial outcome for the Company and
its shareholders, in continued compliance with the financial covenants and to
facilitate availability of high-quality Phase II BEXMAB efficacy data, the
Company could, subject to market conditions, consider strengthening its
financial position before concluding discussions concerning partnering as it
believes that the better the Company is financed, the better its position is
to conclude a partnership. The Company has been exploring and continues to
explore several funding alternatives and has concluded that a promptly
executed private placement by way of a book-building process is the most
suitable option available to the Company at this time.

 

The Placing represents a deviation from the shareholders' pre-emptive
subscription right. Prior to resolving to pursue the Placing, the Board has
conducted an overall assessment and carefully investigated the alternatives
for raising capital, also observing the broader fundraise arranged by the
Company in June 2024 enabling shareholder participation. As previously
announced, the Company's current funding provides sufficient working capital
into Q2 2025 and the Company's ability to satisfy its financial covenants
until the latter half of March 2025. The Placing, in the form of accelerated
book-building, reduces both execution and completion risk as it enables an
equity raise efficiently and in a timely manner, typically with a lower
discount to the current trading price, less exposure to market volatility, at
a lower cost and with significantly reduced completion risk compared to a
share issue enabling broader shareholder and investor participation. In the
Placing, the Company is primarily targeting long-term institutional and other
qualified investors due to their capability of offering substantial
investments cost-effectively, at attractive terms. In particular, the
rapidness of the Placing is considered as a significant advantage as it would
provide the Company with funding prior to the forthcoming topline readout of
Phase II BEXMAB trial and, consequently, continued operations and flexibility
in pursuing the best commercial outcome in the partnering discussions. As
indicated by the Company in the summer 2024, a rights issue or a broader share
issue, the latter as organised by the Company in June 2024 enabling wider
shareholder participation would be significantly more time-consuming and
require resources from the Company which the Company does not currently have.
 The private placement structure is known to the market from previous funding
actions of the Company. Based on an overall assessment, the Board considers
the Placing to be the most favourable alternative for the Company to raise
capital.

 

In light of the above, the Board considers that that the Placing is in the
best interest of the Company and all of its shareholders, and that there is a
weighty financial reason for the Company to deviate from the shareholders'
pre-emptive subscription right.

 

As the subscription price in the Placing would be determined through an
accelerated book-building process, it is the Board's assessment that the
subscription price is determined on market terms, reflecting current market
conditions and investor demand.

 

ISSUE OF THE PLACING SHARES AND ADMISSION TO TRADING

 

The Placing Shares are expected to be issued in one tranche to the Company
itself as treasury shares and subsequently conveyed to the investors, and
applications will be made for the admission of the Placing Shares to trading
on First North and AIM with said admissions expected to become effective and
trading to commence on or around 7 February 2025 (the "Admissions"). The dates
above may be subject to change.

 

A further announcement will be made to confirm the outcome of the Placing
(subject to, inter alia, satisfaction of the above conditions) and to
confirm the expected timing of issue of the Placing Shares to the Company
itself and subsequent issuance to investors, and the Admissions.

 

Upon registration with the Finnish Trade Register and further conveyance of
the Placing Shares to investors (DVP), the Placing Shares will rank pari passu
in all respects with the existing shares of the Company.

 

For more information please contact:

 

Investor Contact, Media Contact

Faron Pharmaceuticals

E-mail: faron@icrhealthcare.com (mailto:faron@icrhealthcare.com)

 

ICR Healthcare
Mary-Jane Elliott, David Daley, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@icrhealthcare.com (mailto:faron@icrhealthcare.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

 

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR
DISPOSE OF ANY SECURITIES IN FARON PHARMACEUTICALS LTD ("FARON") PURSUANT TO
THE PROPOSED TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT
IS THEREFORE DIRECTED ONLY AT, IN A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, PERSONS WHO ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE
EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) (THE
"PROSPECTUS REGULATION"). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES IN FARON OR ANY OTHER ENTITY IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.

 

IN ADDITION, IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS ONLY DIRECTED AT
PERSONS IN THE UNITED KINGDOM THAT ARE QUALIFIED INVESTORS WITHIN THE MEANING
OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS INCORPORATED INTO UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 THAT ARE ALSO (I)
INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER")
AND/OR (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY
BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (E) OF THE ORDER (EACH
SUCH PERSON, TOGETHER WITH QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS
REGULATION, BEING REFERRED TO AS A "RELEVANT PERSON").

 

ACCORDINGLY, THIS ANNOUNCEMENT AND ITS CONTENTS MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND
TO OBSERVE ANY SUCH RESTRICTIONS.

 

THE PROPOSED TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT WOULD BE MADE
PURSUANT TO A PRIVATE PLACEMENT EXEMPTION UNDER THE PROSPECTUS REGULATION FROM
THE REQUIREMENTS TO PRODUCE A PROSPECTUS UNDER THE PROSPECTUS REGULATION FOR
OFFERS OF SECURITIES. FARON HAS NOT TAKEN ANY ACTION, NOR WILL IT TAKE ANY
ACTION, TO OFFER ANY OF THE PLACING SHARES THAT ARE TO BE SUBSCRIBED FOR
PURSUANT TO THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT OR ANY DOCUMENTS
RELATING TO THE PLACING TO THE PUBLIC IN FINLAND, SWEDEN, NORWAY OR DENMARK,
OR IN ANY OTHER JURISDICTION IN ANY FORM WHICH WOULD CONSTITUTE AN OFFER TO
THE PUBLIC.

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING 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
PLACING SHARES IN THE UNITED STATES OR TO MAKE A PUBLIC OFFERING IN THE UNITED
STATES.

 

About BEXMAB

 

The BEXMAB trial 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) one, 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 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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