Faron Pharma. Oy - Proposed Placing and Financial Adviser Appointment
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE EU REGULATION 596/2014.
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 PHARMACEUTICALS OY ("FARON") OR ANY OTHER ENTITY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.
FARON HAS NOT TAKEN ANY ACTION, NOR WILL IT TAKE ANY ACTION, TO OFFER ANY OF THE PLACING SHARES OR ANY DOCUMENTS RELATING TO THE PLACING TO THE PUBLIC IN
THE PLACING SHARES WILL NOT BE REGISTERED UNDER
Proposed Placing of Shares and Appointment of Financial Adviser
The Placing, arranged by
· A private placement conducted by way of an accelerated book-building, directed to a limited number of institutional investors and certain members of the management and of the Board, in which Carnegie uses reasonable endeavours to procure subscriptions for the Placing Shares, which would correspond to a minimum of approximately 10.0 per cent. of all of the issued shares and votes in the Company immediately prior to the Placing.
· The net proceeds of the Placing would be primarily used to advance the clinical development of Clevegen® in several indications and to help advance the seamless continuation of Clevegen® development to optimise the value of the asset in advance of any partnership deal.
· The cash balance held by the Company as at
Carnegie acts as Lead Manager and Sole Bookrunner of the Placing and Financial Adviser to the Company.
REASONS FOR THE PROPOSED PLACING
Advance the clinical development of Clevegen® in several indications
· Faron intends to initiate the cohort expansion (part II) of the MATINS trial in colorectal cancer after the dose optimisation (details of which were announced
· The Company also expects further analysis of patient data from part I of the MATINS trial to aid the selection of additional cohort expansions among the non-treatable and advanced solid cancers as indicated in the clinical pipeline available on the Company's website and based on the substantial appearance of Clever-1 positive myeloid cells in these cancer types.
Advance seamless continuation of Clevegen® development to optimise value creation
· The Company has during the course of the MATINS trial to date learned that Clevegen has been shown to promote immune activation in all of the dosed patients. This would potentially make Clevegen a new and effective macrophage immune checkpoint drug for cancer patients, who frequently suffer from supressed immune capacity toward tumour elimination;
· Clevegen has also been shown to be safe and well tolerated, which the Company believes to make it a low-risk candidate to be used together with existing cancer therapies;
· The recent analysis of the MATINS data has also confirmed that lower doses may potentially induce a stronger immune response than higher doses, which forms the basis for additional dose optimisation to secure the best possible outcome of the ongoing clinical development under way currently; and
· Combined, this MATINS data suggests there may be an increased value to a Clevegen partnership with a wider number of partners. As announced on
· The Company will have a face-to-face meeting with the FDA in early
DETAILS OF THE PROPOSED PLACING AND ISSUE OF EQUITY
The proposed Placing is carried out on the basis of the authorisation granted to the Board by the Company's Extraordinary General Meeting held on
If the minimum number of 3,935,500 Placing Shares are fully subscribed for, the number of Placing Shares corresponds to approximately 10.0 per cent. of all of the issued shares and votes in the Company immediately prior to the Placing. The Company may in its discretion resolve on the final number of the Placing Shares up to a total of 7,871,000 ordinary shares, depending on the demand in the Bookbuild.
The Placing, arranged by Carnegie, 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. 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
In connection with the proposed Placing, the Company has entered into a placing agreement with Carnegie (the "Placing Agreement"). Pursuant to the terms of the Placing Agreement, Carnegie has agreed to use its reasonable endeavours to procure the subscription of Placing Shares.
The Placing Agreement contains customary warranties and an indemnity from the Company in favour of Carnegie together with provisions which enable Carnegie to terminate the Placing Agreement in certain circumstances before the completion of the Bookbuild and the Board's resolution on carrying out the Placing, 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 Carnegie certain commissions and fees in connection with the Placing. Pursuant to the terms of the Placing Agreement, Carnegie has agreed to a limited settlement underwriting covering payments of the subscription prices to be made by subscribers of the Placing Shares to the Company upon the Board having resolved on carrying out the Placing after the close of the Bookbuild, on the Issue Price, on approving the binding subscriptions received through the Bookbuild and on confirming such final number of the Placing Shares. Provided that the Board decides on issuing the Placing Shares, an application will then be made for the admission of all Placing Shares to trading on AIM market of the
The Placing is conditional upon, inter alia:
· The Placing Agreement having become unconditional in all respects;
· Binding commitments being received from investors;
· The Board resolving to carry out the Placing at the Issue Price and the Company and Carnegie 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
In connection with the Placing, Faron has entered into a lock-up undertaking, under which it has, subject to certain exceptions, agreed not to issue or sell any shares in Faron for a period of 180 days after the closing of the Placing.
Subject to all conditions being met, the Placing Shares are expected to be entered in the
As announced on
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.
Carnegie, a public limited company duly incorporated and validly existing under the laws of
This announcement contains inside information for the purposes of Article 7 of MAR.
For more information please contact:
Mika Karikoski (Corporate Finance)
Phone: +358 9 6187 1295
Phone: +44 207 886 2500
Phone: +44 (0)20 3709 5700
E-mail: [email protected]
Phone: 01 339 970 2843
E-mail: [email protected]
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 based on the endothelial receptors involved in regulation of immune response, in oncology and organ damage. Clevegen, its precision immunotherapy, is a novel anti-Clever-1 antibody with the ability to switch immune suppression to immune activation in various conditions, with potential across oncology, infectious disease and vaccine development. Currently in phase I/II clinical development as a novel macrophage checkpoint immunotherapy for patients with untreatable solid tumours, Clevegen has potential as a single-agent therapy or in combination with other immune checkpoint molecules or other cancer standard cares. Traumakine, the Company's pipeline candidate to prevent vascular leakage and organ failures, has completed a phase III clinical trial in Acute Respiratory Distress Syndrome (ARDS). Plans for its future development are being finalised to avoid interfering steroid use together with Traumakine. Faron is based in
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.
This information is provided by RNS, the news service of the
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Market Cap: £195.22 m
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