Notification according to Chapter 9, Section 5 of the Finnish Securities Markets Act


BIOTIE THERAPIES CORP.             STOCK EXCHANGE RELEASE      24 April 2015 at 1.35 p.m.

Notification according to Chapter 9, Section 5 of the Finnish Securities Markets Act

Biotie Therapies Corp. (the "Company" or "Biotie") has received a notification in accordance with Chapter 9, Section 5 of the Finnish Securities Markets Act from Seth Klarman on behalf of himself and SAK Corporation and The Baupost Group, L.L.C.

According to the notification, Seth Klarman is the sole owner of SAK Corporation, the manager and controlling entity of The Baupost Group, L.L.C., which is the managing general partner of (i) Baupost Limited Partnership 1983 A-1 (being the parent entity of Baupost Private Investments A-1, L.L.C), (ii) Baupost Limited Partnership 1983 B-1 (being the parent entity of Baupost Private Investments B-1, L.L.C.), (iii) Baupost Limited Partnership 1983 C-1 (being the parent entity of Baupost Private Investments C-1, L.L.C), (iv) Baupost Value Partners, L.P.-II (being the parent entity of Baupost Private Investments BVII-1, L.L.C), (v) HB Institutional Limited Partnership (being the parent entity of Baupost Private Investments H-1, L.L.C.), (vi) PB Institutional Limited Partnership (being the parent entity of Baupost Private Investments P-1, L.L.C.), (vii) YB Institutional Limited Partnership (being the parent entity of Baupost Private Investments Y-1, L.L.C.), (viii) Baupost Value Partners, L.P.-I (being the parent entity of Baupost Private Investments BVI-1, L.L.C), (ix) Baupost Value Partners, L.P.-III (being the parent entity of Baupost Private Investments BVIII-1, L.L.C.) and (x) Baupost Value Partners, L.P.-IV (being the parent entity of Baupost Private Investments BVIV-1, L.L.C). The notification concerns an arrangement that, if realized, would result in the below described changes in share ownership.  

The notification relates to the subscription agreement entered into on 23 April 2015 between Biotie and certain investors which is described in more detail in the stock exchange release issued by the Company on 23 April 2015. The said investors have agreed to invest in the Company by means of subscribing for convertible promissory notes ("Convertible Notes") and other equity-based instruments ("Warrants"). The issue and subscription of the Convertible Notes and Warrants is conditional, among other things, on the granting of necessary authorizations and election of new Board members by an Annual General Meeting of Biotie to be held on 26 May 2015.

The convertible loan to be represented by the Convertible Notes can be converted into new shares in the Company by their holders at any time prior to the repayment of the Convertible Notes, which is scheduled to occur on or after 1 May 2035. Further, the Convertible Notes would automatically convert into new shares in the Company upon completion of a proposed US public offering and listing on the Nasdaq Global Market of American Depositary Receipts representing the Company's shares. If the US public offering would not take place by 1 May 2016, the Company can force the conversion of the Convertible Notes at any time thereafter. The Warrants will entitle to subscribe for shares in the Company until 1 November 2020.  

According to the notification, should the Convertible Notes and Warrants be issued to the entities listed in Annex 1, their conversion and exercise in full would result in shareholding in the Company as described below:

  Number of shares and voting rights (%) of shares and voting rights
Shares and voting rights currently held 0 0
 

Shares and voting rights after full conversion and exercise
Shares that may be subscribed based on Convertible Notes 30,555,556 3.71
Shares that may be subscribed based on Warrants 30,555,556 3.71
Total 61,111,112 7.43
 
TOTAL HOLDINGS 61,111,112 7.43

According to the notification, the total number of shares and votes used above is 822,634,842, which has been calculated as (a) the current total number of shares and votes as published by the Company in accordance with Chapter 8, Section 6 of the Securities Markets Act, added with (b) the total number of shares and votes following full conversion and exercise of the Convertible Notes and Warrants, assuming no other new shares are issued by the Company. At the date of this release, the number of shares in Biotie Therapies Corp. amounts to 455,968,174, of which 3,366,690 shares are held by the Company and its subsidiaries.

In Turku, 24 April 2015

Biotie Therapies Corp.

Timo Veromaa
President and CEO

For further information, please contact:

David Cook, CFO
Tel. +358 2 2748 900, e-mail: david.cook@biotie.com

DISTRIBUTION:

NASDAQ OMX Helsinki Ltd
Main Media
www.biotie.com

ANNEX 1: INDIRECT HOLDINGS OF SHARES AND VOTING RIGHTS

Name of shareholder and reason for indirect holding (e.g. controlled undertaking or transfer of voting rights) Shares Voting rights
Number % Number %
Baupost Private Investments A-1, L.L.C. (indirectly controlled by Seth Klarman) 6,037,778

 
0.73

 
6,037,778

 
0.73

 
Baupost Private Investments B-1, L.L.C. (indirectly controlled by Seth Klarman) 2,389,444

 
0.29

 
2,389,444

 
0.29

 
Baupost Private Investments C-1, L.L.C. (indirectly controlled by Seth Klarman) 13,646,112

 
1.66

 
13,646,112

 
1.66

 
Baupost Private Investments H-1, L.L.C. (indirectly controlled by Seth Klarman) 4,320,556

 
0.53

 
4,320,556

 
0.53

 
Baupost Private Investments P-1, L.L.C. (indirectly controlled by Seth Klarman) 2,218,334

 
0.27

 
2,218,334

 
0.27

 
Baupost Private Investments Y-1, L.L.C. (indirectly controlled by Seth Klarman) 1,564,444

 
0.19

 
1,564,444

 
0.19

 
Baupost Private Investments BVI-1, L.L.C. (indirectly controlled by Seth Klarman) 3,807,222

 
0.46

 
3,807,222

 
0.46

 
Baupost Private Investments BVII-1, L.L.C. (indirectly controlled by Seth Klarman) 4,772,778

 
0.58

 
4,772,778

 
0.58

 
Baupost Private Investments BVIII-1, L.L.C. (indirectly controlled by Seth Klarman) 1,900,556

 
0.23

 
1,900,556

 
0.23

 
Baupost Private Investments BVIV-1, L.L.C. (indirectly controlled by Seth Klarman) 20,453,888

 
2.49 20,453,888

 
2.49
Total 61,111,112 7.43 61,111,112 7.43

HUG#1914562