REG - Faron Pharma. Oy - Proposed REX Retail Offer

Faron Pharmaceuticals OyAnnouncement

05/06/2024 08:00

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RNS Number : 1905R  Faron Pharmaceuticals Oy  05 June 2024

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY THE "UNITED
STATES"), AUSTRALIA, CANADA, NEW ZEALAND, SOUTH AFRICA OR JAPAN, OR ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PEEL HUNT LLP WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL
CONDUCT AUTHORITY (FRN 530083). THIS IS A FINANCIAL PROMOTION AND IS NOT
INTENDED TO BE INVESTMENT ADVICE.

 

 

Faron Pharmaceuticals Ltd

 

("Faron" or the "Company")

 

Proposed REX Retail Offer

 

Company announcement, 5 June 2024 at 10:00 a.m. (EEST) / 8:00 a.m. (BST) /
3:00 a.m. (EDT)

 

Key Highlights

 

·    Faron will conduct an offer to retail investors in the United Kingdom
on the "REX" platform. The REX Offer (as defined below) is part of an Offering
(as defined below) raising approximately EUR 30.7 million. Details of the
Offering can be found in the Company's announcement dated 4 June 2024 and
available on the Company's website at www.faron.com/investors/publicoffer.

 

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
its intention to raise funds by means of a proposed retail offer via the
Retail Capital Markets 'REX' portal (the "REX Offer") of ordinary shares
("Ordinary Shares") in the capital of the Company (the "REX Offer Shares").

 

The Company is conducting the Offering to raise approximately EUR 30.7 million
in total through the issue of up to 30,714,592 Ordinary Shares (the "Offer
Shares") at a subscription price of EUR 1 per Offer Share (or GBP 0.85 per
Offer Share in respect of the UK Open Offer and the REX Offer) by way of:

·    a public offering of Offer Shares to private individuals and legal
entities in Finland (the "Public Offering");

·    an institutional offering of Offer Shares to institutional investors
in the European Economic Area and, in accordance with applicable laws,
internationally (the "Institutional Offering");

·    an open offer to qualifying holders of depositary interests in the
United Kingdom (the "UK Open Offer"); and

·    the REX Offer (together with the Public Offering, the Institutional
Offering and the UK Open Offer, the "Offering").

The price of the REX Offer Shares is 85 pence per REX Offer Share (the "Offer
Price"), which is the same issue price as for the UK Open Offer and is
equivalent to the EUR 1 subscription price of the Public Offering and the
Institutional Offering based on an exchange rate of GBP 1 : EUR 1.1714 on 31
May 2024. The Offer Price represents a 54 per cent. discount to the closing
price of the Ordinary Shares on 31 May 2024 (being the latest practicable date
prior to the announcement of the Offering dated 4 June 2024). The aggregate
gross proceeds of the REX Offer and the UK Open Offer shall not exceed £6.8
million (the GBP equivalent of EUR 8 million based on an exchange rate of GBP
1 : EUR 1.1714 on 31 May 2024).

 

For the avoidance of doubt, the REX Offer is not part of the Public Offering,
Institutional Offering or the UK Open Offer.

 

REX Offer

 

The REX Offer is conditional upon, among other things:

 

1.         completion of the Public Offering, Institutional Offering
and the UK Open Offer;

 

2.         the REX Offer Shares being admitted to trading on AIM, the
market of that name operated by London Stock Exchange plc, and Nasdaq First
North Growth Market Finland of Nasdaq Helsinki Ltd ("Admission"). Admission is
expected to take place at or around 8.00 a.m. on 24 June 2024.

 

The Company values its retail shareholder base in the United Kingdom and
believes that it is appropriate to provide retail investors in the United
Kingdom the opportunity to participate in the current fundraising.

 

Therefore, the Company is making the REX Offer open to eligible investors in
the United Kingdom following release of this announcement through certain
financial intermediaries.

 

Investors should contact their broker or wealth manager to participate in the
REX Offer.

 

The REX Offer is expected to close at or around 7:30 a.m. on 19 June 2024.
Investors should note that financial intermediaries may have earlier closing
times.

 

At the time of this announcement the following intermediaries have confirmed
their participation in the REX Offer:

 

·    AJ Bell

·    interactive investor

 

Retail brokers wishing to participate in the REX Offer on behalf of retail
investors, should contact info@rexretail.com (mailto:info@rexretail.com) .

 

To be eligible to participate in the REX Offer, applicants must be a customer
of a participating intermediary, which may include individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £50 per investor. The terms and conditions
on which investors subscribe will be provided by the relevant financial
intermediaries, including relevant commission or fee charges.

 

The Company reserves the right in its absolute and sole discretion to: (i)
scale back any order under the REX Offer; and (ii) reject any application for
subscription under the REX Offer without giving any reason for such rejection.

 

Allocations under the REX Offer are expected to be in keeping with the
principle of soft pre-emption, subject to the Company's discretion.

 

It is vital to note that once an application for REX Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The REX Offer Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Company's then existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared, made or paid in respect of such shares after the date of issue.

 

It is a term of the REX Offer that the aggregate total value of the Offer
Shares to be allotted and issued pursuant to the REX Offer and the UK Open
Offer does not exceed £6.8 million (the GBP equivalent of EUR 8 million based
on an exchange rate of GBP 1 : EUR 1.1714 on 31 May 2024). Allocations under
the REX Offer will be scaled back, as necessary, to ensure that the total
aggregate consideration under the REX Offer and the UK Open Offer will not
exceed this amount.

 

The REX Offer is being made in the United Kingdom under the exemption from the
requirement to publish a prospectus in section 86(1)(e) of FSMA. As such,
there is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules of the Financial Conduct Authority, or for approval of the
same by the Financial Conduct Authority. The REX Offer is not being made into
any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the REX Offer, and investors' commitments
will be made solely on the basis of the information contained in this
announcement and information that has been published by or on behalf of the
Company prior to the publication of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as assimilated into
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 (as amended).

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice. In relation to the Public Offering, the Institutional Offering
and the UK Open Offer, please refer to Company's announcement on 4 June 2024,
published at 7:00 a.m (BST), and materials available on the Company's website
www.faron.com/investors/publicoffer
(https://urldefense.com/v3/__http:/www.faron.com/investors/publicoffer__;!!OPvj_Mo!5H33Try6YjXRq7XGFBGoNCeSHmy6b2rIRd0RpbG2LIehlIni-PMwViaRpXn_N53_6K6w0dXthIcZkUtx_VxImCPF-GMn$)
 

It should be noted that a subscription for REX Offer Shares and investment in
the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the REX Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can
fall as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

For Further Information

 

 Investor 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

 REX Retail                                                              Info@rexretail.com

 

Further information on the Company can be found on its website at
www.faron.com.

 

The Company's LEI is 7437009H31TO1DC0EB42.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of this announcement should be
read and understood.

 

Important Notices

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

 

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY THE "UNITED
STATES"), AUSTRALIA, CANADA, NEW ZEALAND, SOUTH AFRICA OR JAPAN, OR ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

No action has been taken by the Company or any person acting on its behalf or
any of its or their affiliates that would permit an offer of the REX Offer
Shares or possession or distribution of this announcement or any other
offering or publicity material relating to such REX Offer Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required to inform themselves about,
and to observe, such restrictions.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  The REX Offer Shares
have not been and will not be registered under the US Securities Act of 1933,
as amended (the "US Securities Act") or under the applicable state securities
laws of the United States and may not be offered or sold directly or
indirectly in or into the United States, except pursuant to an applicable
exemption from registration. No public offering of the REX Offer Shares is
being made in the United States. The REX Offer Shares are being offered and
sold outside the United States in "offshore transactions", as defined in,
and in compliance with, Regulation S under the US Securities Act ("Regulation
S"). In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

 

The REX Offer has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any United States regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Institutional Offering,
the UK Open Offer, the Public Offering or REX Offer, or the accuracy or
adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States.

 

This announcement or any part of it does not constitute an offer to sell or
issue or a solicitation of an offer to buy or subscribe for REX Offer Shares
in the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the REX
Offer Shares referred to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

REX is a proprietary technology platform owned and operated by Peel Hunt LLP
(registered address at 7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN
530083). Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the REX
Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
connection with the REX Offer, Admission and the other arrangements referred
to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Peel Hunt expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange plc or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. Neither Peel Hunt nor any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Peel Hunt and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The REX Offer Shares to be issued or sold pursuant to the REX Offer will not
be admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange plc.

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