Company Announcement, Insider information 26 May 2020 at 2:00 pm (UTC +3.00).
The Board of Directors of BBS-Bioactive Bone Substitutes Plc decided on a subscription rights issue and publishes the prospectus and issue terms
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
Following the company announcement on 20 May 2020, the Board of Directors of BBS-Bioactive Bone Substitutes Plc (“BBS” or the “Company”) has today decided, on the bases of the authorisation of Annual General Meeting on 5 April 2019, to arrange a rights issue totaling approximately EUR 5.5 million (the “Offering”). The Finnish Financial Supervisory Authority has today approved BBS’s Finnish language prospectus.
- Approximately EUR 5.5 million before transaction costs is expected to be raised in the Offering if fully subscribed.
- The Company is offering up to 1,301,205 new shares in the Company for subscription primarily in accordance with the shareholders’ preferential subscription right.
- The Offering is secured to 90 per cent by subscription commitments and external underwriters.
- BBS will give all its shareholders registered in BBS’s shareholder register maintained by Euroclear Finland Ltd (“Euroclear Finland”) or Euroclear Sweden AB (“Euroclear Sweden”) one (1) book-entry subscription right (the “Subscription Right”) for every one (1) share held on the offering record date. Four (4) Subscription Rights entitles the holder to subscribe for one (1) offer shares (“Offer Shares”).
- The record date for the Offering is 28 May 2020 with the last day of trading including the Subscription Rights on 26 May 2020 and the first day of trading excluding the Subscription Rights on 27 May 2020.
- The subscription price is 4.20 EUR or 44.42 SEK per offer share.
- The subscription period of the Offer Shares will begin on 2 June 2020 at 10:00 Finnish time (9:00 Swedish time) and end on 18 June 2020 at 17:00 Finnish time (16:00 Swedish time) in Finland and on 16 June 2020 at 17:00 Finnish time (16:00 Swedish time) in Sweden.
- The Subscription Rights can be freely assigned and they will be traded on First North Growth Market Finland (”First North Finland”) which is maintained by Nasdaq Helsinki Oy (”Nasdaq Helsinki”) (trading code BONEHU0120, ISIN code: FI4000440219) and First North Growth Market Sweden (”First North Sweden”) which is maintained by Nasdaq Stockholm AB (”Nasdaq Stockholm”) (trading code BONES TR, ISIN code: SE0014428876) between 2 June 2020 and 12 June 2020.
Issue terms of the Offering has been attached to this Company Announcement.
Reasons for the offering and use of proceeds
The Company estimates that it will spend the net proceeds from its Offering on the working capital and investments needed to implement its business plan, as well as on debt servicing and payments, including, but not limited to, the following:
1. Successful completion of BBS’s bone implant ARTEBONEⓇ Paste’s ongoing CE marking application process including the Company’s ISO 13485 quality system certification that is part of the CE marking. Continuing product development, developing and maintaining the patent portfolio and the final production validations and the resources needed for the official inspections performed by the Notified Body (BSI-NL). Continuation of the FDA certificate application process and the application process related costs including possible functionality tests.
2. The commercialization of ARTEBONE® Paste, sales network building and implementation of the Company’s sales strategy to initially target the Nordic countries and selected Central European countries after receiving the CE marking.
3. Hiring additional staff for the Company’s marketing and sales functions to increase sales, as well as for production and manufacturing functions to increase production potential.
4. Updating the existing production line to meet the requirements of commercial production by increasing the automation of mechanical production in order to increase the production capacity as well as the production speed. In addition, the funding will be used for production-related materials and logistic costs.
5. For payment of 0,4 million euro loan repayments and interest that are due within the next 12 months.
The above presented estimate on the use of proceeds is based on the assumption that the Offering is fully subscribed. The estimated proportions of the use of proceeds may vary depending on the amount of the capital raised and the business development. If the Offering is not fully subscribed, it may not be possible to implement the planned measures in full and austerity measures must be taken, which can potentially cause a delay in starting production, marketing and sales.
Subscription locations of the Offering
The following function as subscription locations:
a) In Finland, custodians and account operators and
b) in Sweden
Hagberg & Aneborn Fondkommission AB
Valhallavägen 124
SE-114 41 Stockholm
Tel: +46 8 408 933 50
Fax: +46 8 408 933 51
E-mail: info@hagberganeborn.se
Planned timetable for the Offering:
| 27 May 2020 | First day of trading excluding the right to receive subscription rights |
| 28 May 2020 | Record date for the rights issue |
| 2 June - 12 June 2020 | Trading period for subscription rights |
| 2 June - 16 June 2020 | The subscription period for the rights issue in Sweden |
| 2 June - 18 June 2020 | The subscription period for the rights issue in Finland |
| 2 June 2020 | Trading starts in intermediary shares (BTA) |
| 24 June 2020 | Announcement of the outcome of the rights issue |
| 29 june 2020 | Last day of trading in the intermediary shares on First North Growth Market Finland |
| 25 June 2020 | Last day of trading in the intermediary shares on First North Growth Market Sweden |
Prospectus
BBS has prepared a prospectus relating to the Offering approved by the Finnish Financial Supervisory Authority on 26 May 2020. The official Finnish language version of the prospectus as well as its unofficial English language translation, including a Swedish summary, is available on BBS’s website (https://www.bbs-artebone.fi/investors/share-issue-2020), on the website of Aalto Capital Partners Oy (www.aaltocapital.com), on the website of Evli Pankki Oyj (www.evli.fi/bone and www.evli.se/bbs) and on the website of Hagberg & Aneborn Fondkommission AB http://www.hagberganeborn.se/ on 29 May 2020.
Advisers
Aalto Capital Partners Oy ("Aalto Capital") is acting as financial advisor to the Company in the Offering. Smartius Oy is acting as the legal adviser to the Company on aspects of the Offering related to the Finnish law.
CEO Ilkka Kangasniemi:
The coming year after this Offering will be a turning point for the development of the Company. The long period of research and development is finally coming to an end and we can genuinely influence the market and the daily lives of patients and doctors.
With the support of this round of financing, we will have the opportunity to make the necessary investments that will enable the Company to reach the level of full-scale capacity in both product development and marketing. We have been grateful to enjoy the support and trust of investors over the years and will continue to strive to be worthy of your trust.
Our developed bone substitute, ARTEBONE® Paste is intended for the treatment of various bone injuries, bone healing problems and bone diseases instead of own and bank bone grafts. The implant consists of e.g. reindeer bone proteins that contain effective factors that promote bone growth. Compared to the patient's own bone use, ARTEBONE® shortens patients' recovery time and makes the surgeon's job easier.
For more information:
BBS-Bioactive Bone Substitutes Plc
CEO Ilkka Kangasniemi
Phone: +358 40 7080307
E-mail: ilkka.kangasniemi@bbs-artebone.fi
This is information that BBS-Bioactive Bone Substitutes Plc is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above on 26 May 2020 at 2:00 pm (UTC +3.00).
About BBS
BBS-Bioactive Bone Substitutes Plc is a Finnish orthobiologic biotech company. We have developed a new product for healing of difficult bone fractures and for solving the problems in bone healing. Our mission is to offer new generation medicinal products for the orthopedic surgery. The research and development in the field of medicine requires perseverance and courage to develop new things. We have over 20 years of expertise in this. Our operations are characterised by top expertise, innovativeness and dedicated and committed employees. The first product, ARTEBONE® paste, is ready and the application process for the CE marking enabling commercialization is in progress.
More information: www.bbs-artebone.fi.
The company’s Certified Adviser Stockholm Certified Advisers AB, p. +46 70 5516 729, info@certifiedadviser.se
IMPORTANT NOTICE
This release or the information contained therein shall not be published or distributed, directly or indirectly, in the United States, Canada, Australia, Hong Kong, Singapore, New Zealand, South Africa or Japan or any other jurisdiction where such publication or distribution is unlawful. The information contained in this release does not constitute an offer of, or invitation to purchase any securities in any area, where offering, procurement of or selling such securities would be unlawful prior to registration or exemption from registration or any other approval required by the securities regulation in such area. This release is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations issued by virtue of it. BBS has not registered, and does not intend to register, any offering of securities in the United States. No actions have been taken to register the shares or the offering anywhere else than in Finland and Sweden.
The information contained herein shall not constitute an offer of, or invitation to purchase any securities in any jurisdiction. This release is not a prospectus and does not constitute any offer, invitation or investment advice to subscribe for or purchase securities. Investors should not subscribe for or purchase any securities or make any investment decisions referred to herein except on the basis of information contained in a prospectus issued by BBS.
Attachment – BBS-Bioactive Bone Substitutes Plc – TERMS AND CONDITIONS OF THE OFFERING
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