Nanoform announces a fixed subscription price and publishes a prospectus for its contemplated IPO and dual listing of its shares on Nasdaq First North Premier Growth Markets in Finland & Sweden

Nanoform Finland Plc (“Nanoform” or the “Company”) today announced the subscription price for its contemplated initial public offering (the “IPO” or the “Offering”). Nanoform announced on May 11, 2020 that the Company is contemplating the dual listing of its shares on the Nasdaq First North Premier Growth Markets in Finland and Sweden (together the “FN Premier Listing”). The subscription period for the Offering is expected to commence on May 25, 2020 at 10:00 a.m. Finnish time (09:00 a.m. Swedish time).

The Offering in brief

• The Company aims to raise gross proceeds of approximately EUR 70 million by offering a maximum of 20,289,856 new shares in the Company for subscription.
• The subscription price of the Offering has been set to a fixed price of EUR 3.45 per share, which preliminarily corresponds to SEK 36.42 per share.
• The market capitalisation of the Company is approximately EUR 230 million assuming that the maximum number of new shares are offered and subscribed for in the IPO.
• In addition to the share issue, founders3 and certain shareholders who participated in the Company’s early financing rounds (together the “Sellers”) are offering a maximum of 2,318,605 existing shares in the Company for sale. All founders remain significant shareholders in the Company and have agreed to a lock-up of their shares until year-end 2022 to show their strong commitment for actively supporting the Company going forward, while members of the management team and the Board of Directors of the Company have agreed to a customary 360-day lock up. The Company and other sellers have also agreed to a customary 180-day lock up.
• In connection with the Offering, the Company may grant Danske Bank, acting as stabilizing manager, the right to subscribe for a maximum of 2,898,551 shares in a directed share issue solely to cover over-allotments in connection with the Offering (the “Over-Allotment Option”). The Over-Allotment Option is exercisable within 30 days from the commencement of trading in the shares on First North Premier Growth Markets in Finland and Sweden.
• Keel Capital, Fjärde AP-Fonden (AP4), Handelsbanken Fonder AB, certain funds managed by Sp-Fund Management Company Ltd, Mandatum Life Insurance Company Limited (part of Sampo Group), certain funds managed by OP Fund Management Company Ltd and Avohoidon Tutkimussäätiö (together the “Cornerstone Investors”) have each individually in May 2020, subject to certain conditions, committed to subscribe for shares, which when combined, amount to approximately EUR 45.5 million in the Offering.
• The Offering consists of (i) a public offering to private individuals and entities in Finland, (ii) a public offering to private individuals and entities in Sweden, (together the “Public Offering”) and (iii) private placements to institutional investors in Finland, in Sweden and internationally pursuant to the applicable regulation (the “Institutional Offering”). All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”).
• In the Public Offering, preliminarily a maximum of 1,300,000 offer shares would be offered and in the Institutional Offering, preliminarily a maximum of 24,207,012 offer shares would be offered.
• The value of the Offering is up to approximately EUR 88 million, assuming that the maximum number of new shares are subscribed for, that the Sellers sell the maximum number of shares, and that the Over-Allotment Option is exercised in full.
• Provided that the Over-Allotment Option is exercised in full, the Offering will comprise a maximum of 25,507,012 shares, which represent approximately 38.3 percent of the shares and votes after completion of the Offering.
• A Finnish language prospectus and its English language translation will be available on the Company’s website when the subscription period for the Offering begins (as described below).

Edward Hæggström, CEO and founder of Nanoform:

“This IPO is a pivotal step in Nanoform’s growth trajectory. It enables us to expand our nanoforming capacity and grow our highly-skilled team of experts in order to answer the significant customer demand and growing interest towards our CESS® technology. Nanoform’s long term vision is to double the number of new drugs that reach the market annually and through that have a positive effect on the lives of over one billion people treated with drugs that benefit from nanoformed APIs. This listing helps us get closer to that goal.”

Miguel Calado, Chairman of the Board of Directors of Nanoform:

“I feel proud to be a member of Nanoform’s team as it starts its journey as a listed company. The interest from the pharmaceutical industry has exceeded our high expectations and with the help of the IPO we will be well positioned to support our pharma partners. I’m extremely proud of our passionate team and the hard work they’ve put in and I’m confident that we and our pharma partners have a bright future ahead of us.”

The background and reasons for the IPO

Nanoform, founded in 2015 in Helsinki, is an expert in nanotechnology and drug particle engineering. The Company’s mission is to enable a significant increase in the number of drugs that progress to clinical trials and reach the market. Through the use of the Company’s scalable and patented CESS® technology, the Company offers the potential to improve the bioavailability and efficacy of drugs by decreasing the size of the drugs’ API4 particles. The global pharma industry faces a significant efficiency problem where the annual drug development costs are increasing however, the number of new drugs entering the market has remained constant. One main reason behind this problem is that drug candidates suffer from low solubility and consequently poor bioavailability. The CESS® technology provides an opportunity for Nanoform’s customers to enable new drugs to progress through clinical trials, to give unsuccessful drug candidates a second chance for market entry as well as to improve existing drugs and to enable life cycle management. Today Nanoform evaluates the CESS® technology with several customers, including AstraZeneca and Orion Pharma, and has a growing pipeline of major pharma and biotech partners. In the long term, the Company’s vision is to double the number of new drugs that annually reaches the market and to have a positive effect on the lives of over one billion people treated with drugs benefitting from nanoformed APIs.

The IPO is an important step for Nanoform. The objective of the Offering and the listing is to allow investments in Nanoform’s business with the proceeds from the share issue and support the Company’s continued growth strategy. The net proceeds from the Offering are primarily intended to be used to expand the number of production lines, grow the manufacturing, quality control and assurance teams, as well as the global commercial team and to enable further investment to R&D. The Offering and the FN Premier Listing will also serve to increase the general interest towards the Company from investors, business partners and customers, as well as enhance the Company’s ability to attract and retain key personnel. Furthermore, the Offering will provide the Company with access to capital markets and broaden the shareholder base with domestic and international investors, including both generalists and sector specialists. The Offering and the FN Premier Listing also allow for a liquid market for the shares going forward.

The FN Premier Listing and publication of the Finnish Prospectus

Before the execution of the Offering, the shares of the Company have not been trading on any regulated market or multilateral trading facility. The Company will submit listing applications for the listing of the shares on Nasdaq First North Premier Growth Markets in Finland & Sweden. Trading in the shares is expected to commence on or about June 4, 2020. The trading code of the shares is “NANOFH” in Finland and “NANOFS” in Sweden.

The Finnish Financial Supervisory Authority has approved the Finnish language prospectus (the “Finnish Prospectus”) on May 22, 2020. The Finnish Prospectus will be available on or about May 25, 2020 on the websites of the Company at www.nanoform.com/listautuminen, of Danske Bank at www.danskebank.fi/nanoform and of SEB at www.seb.fi/en. In addition, the Finnish Prospectus will be available as a printed copy on or about May 25, 2020 at the registered head office of the Company at Viikinkaari 4, FI-00790 Helsinki, as well as at the reception of the Helsinki Stock Exchange at Fabianinkatu 14, FI-00100 Helsinki, Finland. The English language translation of the Finnish Prospectus will be available on or about May 25, 2020 on the websites of the Company at www.nanoform.com/ipo of Danske Bank at www.danskebank.fi/nanoform-en and of SEB at www.seb.fi/en.

Preliminary timetable:

• The subscription period for the IPO commences May 25, 2020 at 10:00 a.m. Finnish time
• The subscription periods for the Institutional Offering and Public Offering may be discontinued at the earliest on June 1, 2020 at 4:00 p.m. Finnish time
• The subscription period for the Public Offering ends on June 2, 2020 at 4:00 p.m. Finnish time
• The subscription period for the Institutional Offering ends on June 3, 2020 at 12:00 noon Finnish time
• Announcement of the final results of the Offering on June 3, 2020
• The shares offered in the Public Offering are registered in the book-entry accounts of the investors on June 4, 2020
• Trading in the shares commences on June 4, 2020
• The shares offered in the Institutional Offering are ready to be delivered upon payment through Euroclear Finland & Sweden on June 8, 2020

Company presentation:

Live stream event in English on May 26, 2020 at 5:00 p.m. Finnish time

https://nanoform.com/en/event/nanoform-company-presentation/

Advisors

Danske Bank A/S, Finland Branch (“Danske Bank”) and Skandinaviska Enskilda Banken AB (“SEB”) have been appointed to act as joint global coordinators and joint bookrunners for the Offering (Danske Bank and SEB together, the “Joint Global Coordinators”). In addition, Swedbank AB (publ) (“Swedbank”), in cooperation with Kepler Cheuvreux, and Stifel Nicolaus Europe Limited (“Stifel”) have been appointed to act as joint bookrunners for the Offering (Swedbank and Stifel together with the Joint Global Coordinators, the “Managers”) and Nordnet Bank AB (“Nordnet”) to act as the subscription place in the Public Offering.

Borenius Attorneys Ltd and Advokatfirman Vinge KB act as legal advisors to the Company whereas White & Case LLP is legal advisor to the Joint Global Coordinators and Joint Bookrunners.

Further enquiries:

Albert Hæggström, CFO
albert.haeggstrom@nanoform.com
+358 29 370 0150

Henri von Haartman, Director of Investor Relations
hvh@nanoform.com
+46 7686 650 11

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.

www.nanoform.com

Important information

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 will be available on or about May 25, 2020 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.