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Nanoform Finland Plc – Company Announcement – June 10, 2020 at 8:00 a.m. Finnish time
With reference to the offering circular published by Nanoform Finland Plc (“Nanoform” or the “Company”) on May 25, 2020 (the “Offering Circular”) and the company announcement published on June 3, 2020 on the result of the initial public offering of Nanoform (the “Offering”), Nanoform has received a notification from Danske Bank A/S, Finland Branch (“Danske Bank”), which acted as stabilizing manager in the Offering, that no stabilization measures have been carried out since the listing and that due to Nanoform’s share price development, Danske Bank has decided to discontinue the stabilization period and to exercise the Over-Allotment Option (as defined below) related to the Offering.
The Company has granted Danske Bank, acting as the stabilizing manager, the right to subscribe for a maximum of 2,898,551 shares in a directed share issue at the final offer price solely to cover possible over-allotments in connection with the Offering (the “Over-Allotment Option”). In accordance with the Over-Allotment Option, Danske Bank will subscribe for 2,898,551 shares in a directed share issue. Simultaneously, Danske Bank will redeliver the shares borrowed according to the share lending agreement to Mandatum Life Insurance Company Limited. The 2,898,551 new shares offered in accordance with the Over-Allotment Option will be registered in the Trade Register on or about June 11, 2020 and the trading of the new shares will commence on Nasdaq First North Premier Growth Market Finland and Sweden on or about June 12, 2020.
The size of the Offering is confirmed at 25,507,012 shares and the gross proceeds from the Offering are approximately EUR 80 million. After exercise of the Over-Allotment Option, the total number of shares in Nanoform is 66,583,772.
Albert Hæggström, CFO
+358 29 370 0150
Henri von Haartman, Director of Investor Relations
+46 7686 650 11
Certified Adviser: Danske Bank A/S, Finland Branch, +358 40 562 1806
Nanoform in brief
Nanoform is an innovative nanoparticle medicine enabling company. Nanoform works together with pharma and biotech partners globally to reduce attrition in clinical trials and enhance their molecules’ formulation performance through its nanoforming services. The Company’s patented and scalable Controlled Expansion of Supercritical Solutions (CESS®) technology produces nanoformed API particles as small as 10nm. This enables poorly soluble molecules in the pharmaceutical pipeline to progress into clinical development by increasing their rate of dissolution and by improving their bioavailability. Nanoform’s unique technology provides novel opportunities in many value-enhancing drug delivery applications.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States. Nanoform Finland Plc (the “Company”) will not register any portion of the offering in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or conduct an offering of securities in the United States based on an exemption from registration as provided in the Securities Act.
The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company, Danske Bank A/S, Finland Branch, Skandinaviska Enskilda Banken AB, Swedbank AB (publ) or Stifel Nicolaus Europe Limited 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 a solicitation of an offer to purchase or subscribe, 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 authorized any offer to the public of securities in any Member State of the European Economic Area (or in the United Kingdom) other than Finland and Sweden. With respect to each Member State of the European Economic Area (and the United Kingdom) other than Finland and Sweden, and which applies the Prospectus Regulation (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 fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an “offer of securities to the public” means a communication to persons in any form and 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 purchase or subscribe for those securities. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended.
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.
Full terms and conditions as well as the instructions for the contemplated IPO are included in the prospectus that has been prepared by Nanoform Finland Plc in connection with the contemplated IPO. The English language translation of the Finnish Prospectus is available on the website of the Company at www.nanoform.com/ipo.
Any offering to subscribe for the securities referred to in this communication shall be made by means of a prospectus provided by Nanoform Finland Plc, which has been approved by the Finnish Financial Supervisory Authority and which contains detailed information about the Company, its management and its financial statements. This communication is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus. Any approval by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities that are the subject of the prospectus.
Certain statements in this communication are “forward-looking statements”. Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company’s competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information, such as development and commercialization of the CESS® technology, investments, the contemplated IPO and listing, future cash flow generation, operating profit margin, financial position and liquidity. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology.
Forward-looking statements in this release are based on assumptions, many of which in turn are based on assumptions. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company and the managers do not intend and do not assume any obligation, to update or correct any forward-looking statement contained herein.