Reports and Releases
FIT Biotech’s Initial Public Offering Completed Successfully
COMPANY RELEASE 26 JUNE 2015 at 16.00
FIT Biotech's Initial Public Offering Completed Successfully
NOT TO BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL.
On 29 May 2015, FIT Biotech Oy ('FIT Biotech' or the 'Company') announced a share offering (the 'Offering') in which the Company offered a maximum of 5,418,578 new K shares in the Company (the 'Offer Shares') for subscription. The Offering was comprised of (i) an institutional offering, where Offer Shares were offered to institutional investors in Finland and internationally in certain jurisdictions subject to the fulfilment of requirements based on local laws; (ii) a public offering, where Offer Shares were offered to the public in Finland; and (iii) a conversion offering, where Offer Shares were offered to the holders of the Company's convertible capital loans and subordinated loans and to one loan holder. At the same time, the Company announced that it would apply for the admission to trading of the K shares on the multilateral First North Finland market maintained by NASDAQ OMX Helsinki Ltd (the 'Helsinki Stock Exchange').
The subscription period of the Offering in the institutional, public and conversion offerings ended at 16:30 on 25 June 2015 after the Company extended the subscription period in accordance with the terms and conditions of the Offering.
The total number of shares subscribed for amounts to 11,109,116, taking into account the Offering and an offering without payment that was carried out in the same connection. A total of 2,027,351 Offer Shares were subscribed for in the institutional offering, a total of 237,935 Offer Shares in the public offering and a total of 2,606,715 Offer Shares in the conversion offering. On 26 June 2015, the Company's board of directors decided on the approval of the subscriptions and on the number of Offer Shares to be issued. The subscriptions in the institutional offering were approved on the condition that the Offer Shares subscribed for are paid in accordance with the terms and conditions of the Offering. In addition, the Company's board of directors decided on a directed offering without payment in which a total of 6,237,115 new K shares without payment were offered (i) to the investors that have an interest receivable from the Company based on the convertible capital loans and (ii) as a fee to the Company's financial advisor in the Offering and the listing. The Company's board of directors also decided on the conversion of the A and/or D shares in the Company into K shares in the Company in accordance with the conversion commitments that were submitted by the shareholders to the Company and were conditional on the listing. The board of directors decided to convert a total of 14,848,896 A shares and a total of 1,117,407 D shares into K shares in the Company in accordance with section 5 of the Company's articles of association (1:1). In addition, the Company's board of directors decided on the conversion of the convertible loan issued by the Company in March 2015 into a total of 491,583 K shares in the Company in accordance with the terms and conditions of the convertible loan.
The subscription price of the shares in the institutional, public and conversion offerings was EUR 1.56 per Offer Share. Through the Offering, the Company collects gross funds of approximately EUR 3,5 million and strengthens its capital structure by reducing its debts and off-balance sheet interest liabilities by approximately EUR 13.2 million, taking into account the Offering and the measures described above. As a result of the Offering and the measures, the Company has 395 shareholders, and the number of shares in the Company will increase by 11,600,699 K shares. Further, as a result of the Offering and the measures, the Company has issued a total of 27,670,281 shares, distributed into 27,567,002 K shares, 6,144 A shares and 97,135 D shares.
On 29 May 2015, the Company filed an application with the Helsinki Stock Exchange for the admission to trading of the K shares in the Company on the multilateral First North Finland market maintained by the Helsinki Stock Exchange under the trading symbol FITBIO. The Offer Shares subscribed for in the Offering will be entered into the Trade Register on or about 30 June 2015 and into the book-entry accounts of the subscribers on or about 30 June 2015. Trading on the Company's K shares is expected to begin on or about 1 July 2015.
The Company's CEO, Kalevi Reijonen, gave the following comments on the Offering:
'Thanks to the funds raised in the initial public offering and the strengthening of the balance sheet through the offering, the company is now well positioned to implement its business plan in accordance with the targets we have set. We would like to thank the investors for the confidence they have shown in us.'
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.
CEO Kalevi Reijonen, FIT Biotech Oy
Phone: +358 40 843 5695
Board Member Tina Nyfors, FIT Biotech Oy
Phone: +358 40 684 9502
The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, 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. No part of this Offering will be registered in the United States nor will the securities be offered to the public in the United States.
In certain states, the issue, use and/or sale of securities is subject to special legal or legislative restrictions. The Company or Translink Corporate Finance Oy assumes 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 for, 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 given authorisation for offering the securities to the public in any other member state of the European Economic Area than Finland. Save for Finland, measures for offering the securities to the public have not been and will not be taken in any member state of the European Economic Area having implemented the Prospectus Directive (each a 'Relevant Member State') in a way that would require the publication of a prospectus in the Relevant Member State. As a consequence, the securities can only be offered in the Relevant Member States to (a) legal persons that are qualified investors as defined in the Prospectus Directive or (b) in any other situation mentioned in Article 3(2) of the Prospectus Directive. In this paragraph, the expression 'offer securities to the public' means communication by any means presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to use, purchase or subscribe to these securities, as the expression may vary due to the implementation measures taken in the Member State. The expression 'Prospectus Directive' refers to Directive 2003/71/EC (as amended, including the 2010 Amending Directive, to the extent that it has been implemented in the Relevant Member State), and it includes all relevant implementation measures in the Relevant Member State, and the expression '2010 Amending Directive' refers to Directive 2010/73/EC.
The information presented herein is targeted only at (i) persons outside the United Kingdom or (ii) persons with professional investment experience in the manner referred to in Article 19(5) of the United Kingdom Financial Services and Markets Act (Financial Promotion) Order 2005 and (iii) high net worth entities specified in Article 49(2) of the Order or other persons to which the document can be lawfully communicated (all jointly the 'Relevant Persons'). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.Back to list