FIT Biotech Ltd’s listing prospectus has been published – FIT Biotech

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FIT Biotech Ltd’s listing prospectus has been published

COMPANY RELEASE 1 June 2015 at 9:30

FIT Biotech Ltd's listing prospectus has been published

NOT TO BE PUBLISHED OR DISTRIBUTED IN AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL.

FIT Biotech Ltd (the "Company") announced on 29 May 2015 on its decision to arrange a share offering and to file an application for the admission of the Company's series K shares to trading on the First North Finland market. On the same day, the Finnish Financial Supervisory authority approved the Company's Finnish-language listing prospectus, through which the Company offers a maximum of 5,418,578 new series K shares in the Company (the 'Offer Shares') for subscription in an offering comprised of an institutional offering, a public offering and  a conversion offering (the 'Offering'). The Offer Shares represent approximately 25.2% of the shares and votes in the Company after the Offering, provided that all Offer Shares offered in the Offering are subscribed for.

The terms and conditions of the Offering are appended to this release in their entirety.

The Finnish-language listing prospectus and the marketing brochure are available on the website of the subscription place of the Offering, FIM Sijoituspalvelut Oy, at www.fim.com/FIT and on the Company's website at www.fitbiotech.com. In addition, the listing prospectus and the marketing brochure are available at the subscription place at Pohjoisesplanadi 33 A, 00100 Helsinki, Finland and at FIT Biotech's head office at Biokatu 8, 33520 Tampere, Finland.

The Company's financial advisor and the Company's certified advisor in accordance with the Rules of First North is Translink Corporate Finance Oy. The Company's legal advisor is Castrén & Snellman Attorneys Ltd.

Additional information:

CEO Kalevi Reijonen, FIT Biotech Oy
Email: kalevi.reijonen@fitbiotech.com
Phone: +358 40 843 5695

DISCLAIMER

The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hongkong, Japan, South Africa or the United States. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The issue, exercise or sale of securities in the offering is subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Translink Corporate Finance Oy assume no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer of, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

The Company has not authorised any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a 'Relevant Member State'), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an 'offer of securities to the public' means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression '2010 PD Amending Directive' means Directive 2010/73/EU.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as 'relevant persons'). Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

APPENDIX - TERMS AND CONDITIONS OF THE OFFERING

This is an unofficial translation of the original Finnish text. In case of any discrepancies between the Finnish original version and the English translated version, the Finnish original version shall prevail.

TERMS AND CONDITIONS OF THE OFFERING

Share issue authorisations

On 18 May 2015, the extraordinary general meeting of FIT Biotech Oy ('FIT Biotech' or the 'Company') authorised the Company's board of directors to decide on an issue of a maximum of 12,558,000 new series K shares against payment in one or more tranches. In addition, on 18 May 2015, the extraordinary general meeting of the Company authorised the Company's board of directors to decide on an issue of a maximum of 8,371,000 new series K shares without payment in one or more tranches. 

On the basis of the authorisation granted by the general meeting, on 29 May 2015 the board of directors of the Company decided on a directed offering in accordance with these terms and conditions:

General terms and conditions of the Offering

Offer Shares

The Company offers a maximum of 5,418,578 new series K shares in the Company (the 'Offer Shares') for subscription in an offering (the 'Offering') comprised of:

a) an institutional offering (the 'Institutional Offering'), where Offer Shares are offered to institutional investors in Finland and internationally in certain jurisdictions subject to the fulfilment of requirements based on local laws;
b) a public offering (the 'Public Offering'), where Offer Shares are offered to the public in Finland; and
c) a conversion offering (the 'Conversion Offering'), where Offer Shares are offered to the holders of the Company's convertible capital loans and subordinated loans and to a holder of one loan (jointly the 'Creditors').

A maximum of 2,811,859 Offer Shares are offered in the Institutional Offering and the Public Offering and a maximum of 2.606.719 Offer Shares are offered in the Conversion Offering.

The Offer Shares represent approximately 25.2% of the shares and votes in the Company after the Offering, provided that all Offer Shares offered in the Offering are subscribed for, and approximately 19.0% of the shares and votes in the Company after the Offering taking into account the automatic conversion of the Company's convertible capital loan issued in 2015 into the Company's series K shares and the fee of the Company's financial advisor, which will be paid in series K shares, and assuming that the Offering Without Payment (as defined below) is subscribed for in full.

In the event of an oversubscription, the Company's board of directors is entitled to increase the number of Offer Shares by a maximum of 3.205.128 new series K shares in the Company (the 'Over-Allotment Option'). If the Over-Allotment Option is also used in full, a maximum total of 8.623.706 Offer Shares may be issued in the Offering, in which case the share of the Offer Shares will represent  approximately 34.9% of all shares and votes in the Company after the Offering and approximately 27.2% taking into account the automatic conversion of the Company's convertible capital loan issued in 2015 into the Company's series K shares and the fee of the Company's financial advisor, which will be paid in series K shares, and assuming that the Offering Without Payment is subscribed for in full.

The Over-Allotment Option may also be used in the Conversion Offering if the Subscription Price (defined below) is lowered in accordance with these terms and conditions of the Offering.

Subscription price

The subscription price is EUR 1.56 per Offer Share (the 'Subscription Price'). The Subscription Price must be paid in cash in accordance with the terms and conditions of the Institutional Offering and the Public Offering. In the Conversion Offering, the Subscription Price will be paid by setting it off against the subscriber's claims from the Company.

When determining the Subscription Price, the prevailing market conditions, the valuation coefficients of the companies operating in the field, the latest financing rounds and the Company's expected results, among other things, were taken into account. The Subscription Price corresponds to the understanding of the Company's board of directors concerning the fair value of the Company's series K shares.

The Company's board of directors is entitled to reduce the Subscription Price during the subscription period.

The proceeds raised in the Offering will be entered in full into the share capital of the Company.

Subscription period

The subscription period for the Public Offering and the Conversion Offering will commence on 1 June 2015 at 9:30 (Finnish time) and expire on or about 17 June 2015 at 16:30 (Finnish time). The subscription period for the Institutional Offering will commence on 1 June 2015 at 9:30 (Finnish time) and expire on or about 18 June 2015 at 16:30 (Finnish time).

The Company may, at its sole discretion, discontinue the subscription period or shorten or extend it. The subscription period may be changed one or more times, but the subscription period may not end before 16:30 (Finnish time) on 8 June 2015 and will not be continued after 16:30 (Finnish time) on 25 June 2015. Any changes to the subscription period will be announced in a company release before the subscription period is extended. The discontinuation of the subscription period will be announced in a company release after the subscription period has been discontinued. If there is no announcement of a change to the subscription period, the subscription period will expire as described in the previous paragraph. The Company may not change or discontinue the subscription period between 9:30 (Finnish time) and 16:30 (Finnish time) or change the subscription period after the expiry of the subscription period.

If the subscription period is changed, the approval date of the subscriptions, the due date for the payments and the delivery dates of the Offer Shares will be adjusted accordingly.

Place of subscription

The place of subscription in the Offering is FIM Sijoituspalvelut Oy (the 'Place of Subscription' or 'FIM'). For more information on the Place of Subscription, see sections 'Special terms and conditions of the Institutional Offering - Place of subscription and submission of subscriptions' and 'Special terms and conditions of the Public Offering - Place of subscription and submission of subscriptions' below.

Allocation of Offer Shares and publication of the results of the Offering

If the Offering is oversubscribed, investors may not be allocated all of the Offer Shares subscribed for by them or any Offer Shares at all.

If the Institutional Offering and the Public Offering are oversubscribed (including the Over-Allotment Option), the Company will primarily approve the subscriptions made in the Public Offering in full within the limits of the maximum amount set out for the Institutional Offering and the Public Offering (including the Over-Allotment Option). After this, Offer Shares will be distributed to investors that made their subscriptions in the Institutional Offering in proportion to the amounts subscribed. The subscriptions made in the Conversion Offering will be approved in full.

If there are no changes to the subscription period, the Company will publish the results of the Offering (including the final number of Offer Shares issued in the Offering and the principles governing the allocation of the Offer Shares) in a company release on or about 22 June 2016.

Deviation from the pre-emptive subscription right of shareholders

The Offer Shares will be offered through a directed share issue in deviation from the pre-emptive subscription right of the Company's current shareholders. This deviation from the pre-emptive subscription right of shareholders is made to ensure sufficient working capital for the Company, to strengthen its capital structure, to streamline its balance sheet, to develop its business and to allow for the FN Listing (as defined below). The FN Listing will increase the number of the Company's shareholders and create a secondary market for the Listing Shares (as defined below). On these grounds, the Company's board of directors deems that there is a weighty financial reason as referred to in Chapter 9, section 4(1) of the Finnish Limited Liability Companies Act for deviating from the pre-emptive subscription right of shareholders.

Registration and delivery of Offer Shares

The Company will file a notification for the registration of the Offer Shares with the trade register maintained by the Finnish Patent and Registration Office (the 'Trade Register') as soon as practically possible after the approval of the subscriptions for the Offer Shares. The Company expects that, if there are no changes to the subscription period, the Offer Shares will be registered with the Trade Register on or about 23 June 2015.

The Offer Shares will be delivered to the investors through Euroclear Finland's book-entry system. If there are no changes to the subscription period, the Offer Shares will be recorded on the book-entry accounts of the subscribers on or about 23 June 2015.

Listing

The Company intends to file an application with the Helsinki Stock Exchange for the admission to trading on the First North Finland market ('First North') of

i) the Offer Shares subscribed for in the Offering; and
ii) all other series K shares in the Company (including the K shares issued based on the automatic conversion of the Company's convertible capital loan issued in 2015 and the K shares issued in the Offering Without Payment) ((i) and (ii) jointly the 'Listing Shares' and the 'FN Listing').

In First North, these shares are expected to have the trading symbol FITBIO. Trading in the Listing Shares on First North is expected to commence on or about 24 June 2015.

Shareholder rights

The Offer Shares will entitle their holders to shareholder rights after the Offer Shares have been registered with the Trade Register and recorded on the subscriber's book-entry account. The Company has different series of shares that carry different rights (see section 'Company, shares and share capital').

Binding subscriptions

The subscriptions made in the Offering are binding and cannot be withdrawn, save for certain situations described below in section '- Withdrawal of subscriptions' of these terms and conditions. The Company and the Place of Subscription are entitled to reject subscriptions in part of in full unless they have been submitted in accordance with these terms and conditions or the more detailed instructions provided by the Place of Subscription.

Withdrawal of subscriptions

Procedure when reducing the Subscription Price

If the Subscription Price is reduced during the subscription period, this will be announced in a company release and on the Company's website, www.fitbiotech.com, and the Company will publish a supplement concerning the reduction of the Subscription Price to the Finnish language listing prospectus related to the Offering and the FN Listing ('Listing Prospectus') (see ' - Right of withdrawal required by the Finnish Securities Markets Act'). In the event the Subscription Price is reduced, investors who have submitted a subscription in the Institutional or Public Offerings before the publication of a supplement concerning the reduction of the Subscription Price are entitled to withdraw their subscriptions in accordance with section ' - Right of withdrawal required by the Finnish Securities Markets Act'.

In the event investors do not withdraw their subscriptions, investors who have paid for their subscription will be refunded the difference between the Subscription Price and the new, reduced subscription price multiplied by the number of shares covered by the subscription in accordance with the provisions of the terms and conditions concerning the refunding of payments (see ' - Refund of the Subscription Price).

Right of withdrawal required by the Finnish Securities Markets Act

In accordance with the Securities Markets Act, the Company is obligated to supplement the Listing Prospectus up to the end of the period of validity for the offer concerning erroneous or insufficient or material new information that is discovered before the end of the period of validity for the offer and that may have material significance for investors. Supplements are to be published in the same manner as the Listing Prospectus.

If the Listing Prospectus is supplemented, investors who subscribed for Offer Shares before the supplement was published are entitled to withdraw their subscriptions. The right of withdrawal must be exercised during the withdrawal period, which cannot be shorter than two banking days from the publication of the supplement to the Listing Prospectus. The withdrawal of an investor's subscription will be deemed to apply to all of the subscriptions made by that investor.

Procedure when withdrawing a subscription

The withdrawal of a subscription must be notified in writing to FIM's customer service either by e-mail (asiakaspalvelu@fim.com) or in accordance with the instructions available from FIM's customer service by telephone (+358 (0)9 6134 6250). Information on the right of withdrawal will be provided in the supplement to the Listing Prospectus to be published and in instructions for withdrawal on FIM's website, www.fim.com.

If an investor that withdraws its subscription has already paid the subscription price, the subscription price will be repaid to the bank account stated by the subscriber in connection with making the subscription. The subscription price will be repaid no later than on the fifth (5th) banking day from the approval of the subscriptions or the cancellation of the Offering (see ' - The Company's right to cancel the Offering'). No interest will be paid on the refunded amounts.

The Company's right to cancel the Offering

The Company is entitled at its own discretion to cancel the Offering for any reason. If the Offering is cancelled, the subscriptions made by investors will be automatically voided. In such cases, subscription prices already paid by investors will be repaid to the bank account stated by the investor in connection with making the subscription. The subscription price payments will be repaid within five (5) business days of the cancellation of the Offering. The cancellation of the Offering will be announced via a company release.

The Company intends to apply for the listing of the Offer Shares in the manner described above in 'Terms and conditions of the Offering - General terms and conditions - Listing'. If the Company's application for the listing of the Offer Shares is not approved, the Company will cancel the Offering.

The Company cannot cancel the Offering once the Company's board of directors has decided to approve the subscriptions of Offer Shares.

Refund of the Subscription Price

If a subscription is rejected or only partially approved or it has been decided to reduce the Subscription Price, the paid amount or part thereof will be refunded to the subscriber to the bank account indicated by the subscriber in connection with the subscription on or about the fifth (5th) business day after the approval of the subscriptions, on or about 29 June 2015. If the subscriber's bank account is in a different financial institution than the Subscription Place, the funds being refunded will be paid to a Finnish bank account in accordance with the payment transactions schedule between financial institutions, at the latest on or about two (2) business days later. If numerous subscriptions submitted by a single investor have been combined, any refund will only be paid to a single bank account. No interest will be paid on refunded amounts. See also ' - Withdrawal of subscriptions'.

Applicable law

The Offering and the Offer Shares shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by the court of competent jurisdiction in Finland.

Other issues

The Company's board of directors may decide on other matters relating to the Offering.

Special terms and conditions of the Institutional Offering

Investors entitled to subscribe in the Institutional Offering

In the Institutional Offering, Offer Shares are offered to investors in Finland and internationally subject to the fulfilment of requirements based on local laws.

The Company may, at its sole discretion, reject an investor's subscription in the Institutional Offering, e.g. if it has a justified reason to believe that it would not be permitted to issue Offer Shares to the investor.

Minimum subscription

Subscriptions in the Institutional Offering must cover no less than 30,000 Offer Shares per investor.

Investors wishing to subscribe for fewer Offer Shares shall subscribe to Offer Shares in the Public Offering.

Place of subscription and submission of subscriptions

In the Institutional Offering, subscriptions for the Offer Shares must be submitted during the subscription period by indicating the number of Offer Shares that the investor wishes to subscribe for in accordance with the instructions given by the Place of Subscription (Place of Subscription tel. +358 9 6134 6250).

Any orally placed subscriptions in the Institutional Offering will be binding upon the investor and subject to the same terms and conditions as a written subscription. FIM or the Company may at any time and at their own discretion require an investor to confirm their oral subscription in writing.

Approval of subscriptions for Offer Shares

The allocation principles concerning the Offer Shares have been set out in '- Allocation of Offer Shares and publication of the results of the Offering'. A confirmation concerning the approval or rejection of subscriptions will be sent to all investors who participated in the Institutional Offering, on or about 22 June 2015.

Payment of the Subscription Price

In the Institutional Offering, investors shall pay for the subscriptions of the Offer Shares in accordance with the instructions given by the Place of Subscription no later than 22 June 2015, unless the Company extends the payment period.

If necessary in connection with a subscription being made or before the approval of a subscription, the Place of Subscription has the right to require that a subscriber provides information concerning its ability to pay for the Offer Shares subscribed for or require that the amount corresponding to the subscription be paid in advance. In such cases, the amount to be paid is the Subscription Price multiplied by the number of shares covered by the subscription.

If payment is not made by the due date, the Company may, at its sole discretion, reject the subscription and re-allocate the Offer Shares to other investors in the Institutional Offering in the event of oversubscription.

Special terms and conditions of the Public Offering

Investors entitled to subscribe in the Public Offering

In the Public Offering, Offer Shares are offered to the public in Finland.

In order for an investor to subscribe for Offer Shares in the Public Offering, the investor shall be a natural person residing in Finland or a legal entity incorporated and existing under the laws of Finland, whose registered office is in Finland.

The Place of Subscription has the right to require the investor to prove or confirm their right to participate in the Public Offering.

Minimum subscription

Subscriptions in the Public Offering must cover no less than 300 Offer Shares per investor.

Subscriptions submitted by a single investor in one or more place of subscription will be combined into a single subscription, which will be subject to the aforementioned minimum number.

Place of subscription and submission of subscriptions

In the Public Offering, the subscriptions must be submitted during the Subscription Period using the Internet service of the Place of Subscription at www.fim.com. Investors may also agree on submitting subscriptions in the Public Offering by contacting FIM Investment Services Ltd's customer service at Pohjoisesplanadi 33 A, 00100 Helsinki (asiakaspalvelu@fim.com, tel. +358 9 6134 6250).

Investors participating in the Public Offering must observe the instructions given by the Place of Subscription from time to time. Instructions to the investors have been described under the heading 'Instructions to investors' in the Listing Prospectus.

Payment of the Subscription Price

In the Public Offering, the Subscription Price is to be paid when making the subscription in accordance with the instructions given by the Place of Subscription.

Approval of subscriptions for Offer Shares

The Company will seek to approve subscriptions in the Public Offering in full. The allocation principles concerning the Offer Shares have been set out in '- Allocation of the Offer Shares and publication of the results of the Offering'. A confirmation concerning the approval or rejection of subscriptions will be sent to all investors who participated in the Public Offering, on or about 22 June 2015.

Special terms and conditions of the Conversion Offering

Investors entitled to subscribe in the Conversion Offering

In the Conversion Offering, Offer Shares are offered to holders of the Company's convertible capital loans and subordinated loans and to one loan holder (convertible capital loans, subordinated loans and the loan jointly the 'Loans') (holders of the Loans jointly the 'Creditors'). For more information on the convertible loans and the subordinated loans, please see sections 'Pro forma financial information' and 'Agreements relating to the Offering - Subscription commitments and the automatic conversion of the convertible capital loan issued by the Company in 2015 into series K shares' in the Listing Prospectus.

If a Creditor wishes to subscribe for Offer Shares in the Conversion Offering, the amount of the Offer Shares subscribed for by the Creditor must equal the total of the sum of the principal amounts of all Loans held by the Creditor and the sum of interest accrued on the loans other than capital loans as at 30 May 2015 divided by the Subscription Price of the Offer Share. No fractions of the Offer Shares will be allotted. 

In connection with the Conversion Offering, there will be an offering without payment ('Offering Without Payment') directed to (i) the Creditors of the convertible capital loans whose subscriptions for Offer Shares have been approved and (ii) parties having interest receivables from the Company based on convertible capital loans already converted into shares ((i) and (ii) jointly the 'Creditors in the Offering Without Payment'). In the Offering Without Payment, the number of shares without payment received by Creditors in the Offering Without Payment will equal the total of the amount of the interest accrued on the convertible capital loans held by the Creditor and/or convertible capital loans already converted into shares as at 30 May 2015 divided by the subscription price of the Offer Share. The Creditors in the Offering Without Payment waive any right to claim from the Company any unpaid interest against the shares issued in the Offering Without Payment. No fractions of the shares will be allotted. In the Offering Without Payment, a maximum of 5.441.629 shares will be offered to the Creditors in the Offering Without Payment, if the Subscription Price is not lowered in accordance with these terms and conditions of the Offering.

The Offering Without Payment will be carried out at the same time as the Company's board of directors approves the subscriptions of Offer Shares. The prerequisites for the Conversion Offering and the Offering Without Payment are that the Creditors and the Creditors in the Offering Without Payment waive all claims toward the Company relating to the Loan and interest receivables based on the convertible capital loan already converted into shares and provides the Company with any documents and information requested by the Company in relation to this matter. 

Subscription commitments

All of the Company's Creditors and the creditors in the Offering Without Payment have committed to converting their Loans into Offer Shares in accordance with the terms and conditions of the Conversion Offering and/or to waive their right to claim from the Company any unpaid interest against the shares to be issued in the Offering Without Payment. Of the Creditors of the Conversion Offering, the Finnish Innovation Fund Sitra, Varma Mutual Pension Insurance Company and Aboa Venture Ky have committed to converting in the Conversion Offering the Loans for an amount that exceeds 5 per cent of the Offer Shares. However, if the Over-Allotment Option is exercised in full, only Sitra's and Varma Mutual Pension Insurance Company's subscription commitments exceed 5 per cent of the Offer Shares.

Payment

In the Conversion Offering, the subscription price of the Offer Shares shall be paid by setting off the subscriber's receivable from the Company against the subscription price of the Offer Shares. The set-off and the payment of the shares to be issued through the Conversion Offering will take place when the board of directors approves the subscriptions.

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