BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 7 May 2015 at 9.00 a.m.
Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or South Africa.
Biotie announces irrevocable subscription undertakings for Convertible Notes from existing shareholders and amends proposals to the Annual General Meeting regarding the relevant authorizations
Following the announcement on 23 April 2015 (the "Announcement") by Biotie Therapies Corp. ("Biotie" or the "Company") of its plans to strengthen its capital structure by approximately EUR 95 million, Biotie announces that it has, from certain of its existing shareholders, received irrevocable subscription undertakings for convertible promissory notes, to be issued on the same terms as the US based investors referred to in the Announcement, (together the "Convertible Notes") in the amount of EUR 5.56 million, bringing the total principal amount to be raised from the issuance of the Convertible Notes to EUR 33.06 million. The Company aims to meet the balance of its approximately EUR 95 million funding plan through the planned US public offering (the "US IPO") and potential other offerings in connection with the US IPO.
As previously announced, the subscribers of the Convertible Notes will for each Convertible Note also receive one warrant ("Warrant") which entitles them to subscribe for one new or treasury share in the Company. The irrevocable subscription undertakings received from the existing shareholders are conditional on the granting of the necessary authorizations by the Annual General Meeting of the Company to be held on 26 May 2015 and on the issuance of Convertible Notes to the US based investors referred to in the Announcement having been completed in an amount of no less than EUR 20 million.
Biotie furthermore amends the proposals of the Board of Directors contained in items 16 a) and 16 b) of the invitation to the Annual General Meeting published on 23 April 2015, which relate to the authorization to issue the Convertible Notes and Warrants as well as the issuance of shares thereunder. The proposal in item 16 a) is amended so that the combined aggregate number of new shares and/or treasury shares to be potentially issued by virtue of the special rights entitling to shares under the Convertible Notes and Warrants shall not exceed 442,000,000 shares, which corresponds to approximately 97 per cent of the existing shares and votes in Biotie. In its original form the proposal covered the issuance of at most 562,000,000 shares thereunder. The proposal in item 16 b) is amended so that the said authorization to issue treasury shares would consist of up to 221,000,000 shares in the aggregate. In its original form the proposed authorization covered up to 281,000,000 shares in the aggregate. As a result of the amendment to the proposal in item 16 a), the dilution after the US IPO, as set out in item 16 c) of the invitation to the Annual General Meeting published on 23 April 2015, is also technically amended. The amended invitation to the Annual General Meeting has been attached hereto in its entirety. The proposals relating to the agenda of the Annual General Meeting as well as the invitation are also available on Biotie Therapies Corp.'s website at www.biotie.com.
Turku, 7 May 2015
Biotie Therapies Corp.
Timo Veromaa
President and CEO
For further information, please contact:
Virve Nurmi, Investor Relations Manager, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com
DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Main Media
About Biotie
Biotie is a specialized drug development company focused on products for neurodegenerative and psychiatric disorders. The current development products include tozadenant for Parkinson's disease, which is transitioning into Phase 3 development, and two additional compounds which are in Phase 2 development for cognitive disorders including Parkinson's disease dementia, and primary sclerosing cholangitis (PSC), a rare fibrotic disease of the liver. Biotie's development has already delivered Selincro (nalmefene) for alcohol dependence, which received European marketing authorization in 2013 and is currently being rolled out across Europe by partner Lundbeck.
Disclaimer
The information herein may not be distributed or sent into the United States, Australia, Canada, Japan or South Africa. 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.
In particular, the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan, unless the Company in its sole discretion determines otherwise. 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. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the company and management, as well as financial statements.
The issue, exercise and/or sale of securities in the offerings are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. 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 authorized any offer to the public of securities in any Member State of the European Economic Area. With respect to each Member State of the European Economic Area other than potentially 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 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") and (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 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: INVITATION TO THE ANNUAL GENERAL MEETING (AS AMENDED ON 7 MAY 2015)
INVITATION TO THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP.
Notice is given to the shareholders of Biotie Therapies Corp. to the Annual General Meeting to be held on Tuesday, 26 May 2015 at 10.00 a.m. (Finnish time) at the Conference center Mauno, President auditorium of Biocity -building, address Tykistökatu 6, Turku, Finland. The reception of shareholders who have registered for the meeting and the distribution of voting tickets will commence at 9.30 a.m. (Finnish time).
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of Directors and the auditor's report for the year 2014
- Review by the CEO
- The company's equity is less than a half of the share capital, if the capital loans are not counted among the items of the company's shareholders' equity. Possible measures to remedy the financial position of the company.
7. Adoption of the financial statements
8. Booking of the result of the financial year
The Board of Directors proposes that no dividend for the financial year 2014 will be paid and that the net income of the parent company for the financial year of EUR 5,1 million (FAS) will be carried forward to shareholders' equity.
9. Resolution on the discharge of the members of the Board of Directors and the Managing Director from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes on the basis of the recommendation of the Nomination and Remuneration Committee that the annual remuneration payable to the members of the Board of Directors would be as follows: EUR 52,000 for the Chairman, EUR 46,000 for the Deputy Chairman and EUR 36,000 for other Board members. Further, it is proposed that the following annual remuneration is paid to the Committees of the Board of Directors: EUR 10,000 for the Chairman of the Audit Committee, EUR 8,000 for the other Audit Committee members, EUR 8,000 for the Chairman of the Nomination and Remuneration Committee and EUR 4,000 for the other Nomination and Remuneration Committee members. In addition, it is proposed that reasonable travel expenses in connection with meetings would be compensated.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes on the basis of the recommendation of the Nomination and Remuneration Committee that the number of members of the Board of Directors would be five (5).
12. Election of members of the Board of Directors
The Board of Directors proposes on the basis of the recommendation of the Nomination and Remuneration Committee that the following current members of the Board would be re-elected as members of the Board of Directors for the term expiring at the end of the following Annual General Meeting: William M. Burns, Merja Karhapää, Bernd Kastler, Ismail Kola and Guido Magni.
13. Resolution on the remuneration of the auditors
The Board of Directors proposes on the basis of the recommendation of the Audit Committee that the auditors' fees would be paid pursuant to a reasonable invoice.
14. Election of the auditors
The Board of Directors proposes on the basis of the recommendation of the Audit Committee that the number of auditors would be resolved to be one (1) and that PricewaterhouseCoopers Oy, authorised public accountants, would be elected as the auditor of the company. PricewaterhouseCoopers Oy has notified the company that Samuli Perälä, Authorised Public Accountant, would act as the auditor in charge.
15. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other rights entitling to shares
The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to resolve by one or several decisions on issuances which contains the right to issue new shares or dispose of the shares in the possession of the company and to issue options or other rights entitling to shares pursuant to chapter 10 of the Finnish Companies Act. The authorization would consist of up to 95,000,000 shares in the aggregate.
The authorization would not exclude the Board of Directors' right to decide on a directed issue. The authorization is proposed to be used for material arrangements from the company's point of view, such as financing or implementing business arrangements or investments or for other such purposes determined by the Board of Directors in which case a weighty financial reason for issuing shares, options or other rights and possibly directing a share issue would exist.
The Board of Directors would be authorized to resolve on all other terms and conditions of the issuance of shares, options and other rights entitling to shares as referred to in chapter 10 of the Finnish Companies Act, including the payment period, grounds for the determination of the subscription price and the subscription price or allocation of shares, option or other rights free of charge or that the subscription price may be paid besides in cash also by other assets either partially or entirely.
The authorization would be effective until 30 June 2016. The Board of Directors proposes that the authorization would supersede earlier authorizations.
16. Resolutions relating to the Transaction (as defined below) on authorizing the Board of Directors to decide on issuances of shares and special rights entitling to shares as well as election of the members of the Board of Directors
Biotie announced on 23 April 2015 its plans to strengthen its capital structure to finance a Phase 3 double-blinded clinical trial, including the open label extension, of its lead product candidate tozadenant by in aggregate approximately EUR 95 million through a directed issue of up to EUR 42.5 million convertible promissory notes (the "Convertible Notes") and other equity-based instruments (the "Warrants") to certain US investors and certain existing shareholders (the "Investors") as well as a US public offering of American Depositary Receipts representing the company's shares (the "US IPO") and potential other offerings in connection with the US IPO.
The convertible loan, represented by the Convertible Notes, will be subscribed for and the proceeds thereof will be paid to the company shortly after the Annual General Meeting and each Convertible Note will have a conversion price of EUR 0.15 per share. The Convertible Notes can be converted by their holders at any time prior to the repayment of the Convertible Notes. The Convertible Notes automatically convert into new shares in the company upon completion of the US IPO and, should the US IPO not take place, the company can force the conversion of the Convertible Notes at any time after 1 May 2016. The Convertible Notes can be repaid by the company on after 1 May 2035 if, and to the extent, they have not been converted.
Each Warrant entitles the holder to subscribe for one new or treasury share in the company at a subscription price of EUR 0.17. The Warrants, irrespective of the contemplated US IPO, may be exercised for a period of five (5) years from a date falling five (5) months after issuance of the Warrants.
The transaction, including the issuance of Convertible Notes and Warrants, the US IPO and possible other offerings in connection with the US IPO (hereinafter the "Transaction"), is conditional on, inter alia, the granting of necessary authorizations and election of new Board members by the Annual General Meeting of Biotie. The Transaction and the agreement between the company and the Investors have been described in more detail in the company's stock exchange release published on 23 April 2015.
The Board of Directors, having considered various strategies for financing the Tozadenant Phase 3 Trial, has concluded that the issuance of the Convertible Notes and Warrants, and the carrying out of the US IPO and potential other offerings in connection with the US IPO, is the most favorable option for the company to raise the large amount of capital required to conduct such a study. This strategy will enable the product to move quickly into clinical trials for the benefit of patients, and consequently, to maximize the value of tozadenant to the company and its shareholders. There are, therefore, weighty financial reasons from the company's perspective for deviating from shareholders' pre-emptive subscription rights in the issuance of Convertible Notes and Warrants, and shares in the US IPO.
In order to implement the Transaction, the Board of Directors proposes that the Annual General Meeting would (i) authorize the Board of Directors to resolve on the issuance of shares and special rights giving title to shares for the purposes of the issuance of Convertible Notes and Warrants and the US IPO and (ii), on the basis of the recommendation of the Nomination and Remuneration Committee, elect two (2) new members of the Board of Directors conditional upon the completion of the issuance of Convertible Notes, as further set out below.
Existing shareholders representing in aggregate more than 50 per cent of all the shares and votes in the company have indicated that they will support the proposal of the Board of Directors.
The proposed authorizations, as presented in items 16 a) - c) below, will not, if approved by the Annual General Meeting, revoke each other.
The following proposals of the Board of Directors and its Nomination and Remuneration Committee form an entirety that requires the adoption of all its individual items by a single decision.
16 a) Authorizing the Board of Directors to decide on the issuance of Convertible Notes and Warrants
The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to resolve on the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) for the purpose of the issuance of Convertible Notes and Warrants to the Investors, by one or several decisions as set out above and as follows.
The combined aggregate number of new shares and/or treasury shares to be potentially issued by virtue of the special rights entitling to shares under the Convertible Notes and Warrants shall not exceed 442,000,000 shares, which corresponds to approximately 97 per cent of the existing shares and votes in the company.
The Board of Directors would be authorized to resolve on all other terms and conditions of the issuance of Convertible Notes and Warrants. The issuance of Convertible Notes and Warrants may be carried out in deviation from the shareholders' pre-emptive rights by way of a directed issue.
The conversion price of the Convertible Notes and exercise price of the Warrants have been determined by considering the share price of the company's shares in public trading on NASDAQ OMX Helsinki Ltd, the non-secured and interest free nature of the Convertible Notes as well as availability and terms of possible other financing alternatives.
The authorization would be effective until 31 December 2015.This authorization shall not replace previous authorizations granted to the Board of Directors.
16 b) Authorizing the Board of Directors to decide on the issuance of shares to the company free of charge
The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to resolve by one or several decisions on directed issuances of new shares to the company itself free of charge for the purpose that the company may dispose of such treasury shares pursuant to the exercise of Warrants. Any disposal of such treasury shares by the company would occur under the authorization referred to in item 16 a).
The authorization would consist of up to 221,000,000 shares in the aggregate. The Board of Directors would be authorized to resolve on all other terms and conditions of the issuance of shares hereunder. The authorization would be effective for five (5) years from the date of decision of the Annual General Meeting.
16 c) Authorizing the Board of Directors to decide on US IPO
The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to resolve on the issuance of new shares for the purpose of the US IPO and potential other offerings in connection with the US IPO, by one or several decisions as set out above and as follows.
The aggregate number of new shares to be issued in the US IPO and potential other offerings in connection with the US IPO would not exceed 530,000,000 shares, which corresponds to approximately 116 per cent of the existing shares and votes in the company and approximately 44 per cent of the shares and votes in the company after such US IPO and potential other offerings in connection with the US IPO (including the dilution resulting from the automatic conversion of the Convertible Notes at the US IPO, but excluding the dilution resulting from the potential exercise of the Warrants). The subscription price in the US IPO would be determined in an offering process.
The Board of Directors would be authorized to resolve on all other terms and conditions of the US IPO and potential other offerings as a result of or in connection with the US IPO. The issuance of new shares may be carried out in deviation from the shareholders' pre-emptive rights by way of a directed issue.
The authorization would be effective until 31 December 2015. This authorization shall not replace previous authorizations granted to the Board of Directors.
16 d) Election of Members of the Board of Directors
The Board of Directors proposes on the basis of the recommendation of the Nomination and Remuneration Committee that, conditional upon the subscription of the Convertible Notes by the Investors, the number of members of the Board of Directors would be increased to seven (7) and two (2) new members of the Board of Directors would be elected as follows:
Mr. Don M. Bailey and Mr. Mahendra G. Shah to be elected new members of the Board of Directors, both of them for the term starting on the date on which the resolution on the issuance of Convertible Notes are registered with the Finnish Trade Register, and expiring at the end of the following Annual General Meeting. Both proposed new members have given their consent to the election. The personal details of the proposed members are available on the company's website at www.biotie.com.
The other five (5) members of the Board of Directors elected by the Annual General Meeting under item 12 above shall continue in their positions until the end of the following Annual General Meeting.
The remuneration of the new members of the Board of Directors elected under this item 16 d) shall be in accordance with the resolution under item 10 above. For the sake of clarity, the new members of the Board of Directors elected hereunder shall be paid annual fees in proportion to the length of their term of office.
17. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The proposals relating to the agenda of the Annual General Meeting as well as this notice are available on Biotie Therapies Corp.'s website at www.biotie.com. In addition, Biotie Therapies Corp.'s financial statements, the report of the Board of Directors and the auditor's report are available on the above-mentioned website. The proposals of the Board of Directors and the financial statements are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as of 9 June 2015.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is registered on 13 May 2015 in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his or her personal Finnish book-entry account, is registered in the shareholders' register of the company.
A shareholder registered in the shareholders' register of the company, who wants to participate in the Annual General Meeting, shall register for the meeting by giving a prior notice of participation at the latest on 21 May 2015 by 4.00 p.m. (Finnish time) by which time the notice needs to have arrived. Such notice can be given:
a) through the company's website www.biotie.com;
b) by e-mail to virve.nurmi@biotie.com;
c) by telephone +358 2 274 8911; or
d) by regular mail to Biotie Therapies Corp. / Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland.
In connection with the registration, the shareholder shall notify his or her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Biotie Therapies Corp. is used only in connection with the Annual General Meeting and with the processing of related registrations.
A shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting pursuant to chapter 5, section 25 of the Finnish Companies Act.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his or her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his or her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Possible proxy documents should be delivered in original to the company, address Biotie Therapies Corp. / Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland, before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he or she on the record date of the Annual General Meeting, 13 May 2015 would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholders' register held by Euroclear Finland Ltd at the latest on 21 May 2015 by 10.00 a.m. (Finnish time). Such temporary registration constitutes a due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay from his or her custodian bank necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and the registration for the Annual General Meeting. The account management organization of the custodian bank has to register the holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders' register of the company at the latest on 21 May 2015 by 10.00 a.m. (Finnish time).
4. Other information
On the date of this notice to the Annual General Meeting, 23 April 2015, the total number of shares and votes in Biotie Therapies Corp. is 455,968,174. On the date of this notice Biotie Therapies Corp. and its subsidiaries hold in aggregate 3,366,690 own shares.
In Turku, 23 April 2015 (the invitation has been amended with respect to items 16 a), 16 b and 16 c)) on 7 May 2015)
Biotie Therapies Corp.
Board of Directors
HUG#1919636