NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Nanoform Finland Plc’s (“Nanoform” or the “Company”) ten largest registered shareholders and their shares of ownership after the completion of the initial public offering based on the shareholders register maintained by Euroclear Finland Ltd on June 8, 2020 unless otherwise stated:
|Shareholder||Number of Shares||Percentage of Shares and Votes1|
|Nominee registered shares2||25,207,087||39.58|
|Helsingin Yliopiston Rahastot||5,489,640||8.62|
|Ilmarinen Mutual Pension Insurance Company3||3,114,000||4.89|
|Mandatum Life Insurance Company Limited4||2,995,709||4.70|
|Avohoidon Tutkimussäätiö sr5||2,638,737||4,14|
|Varma Mutual Pension Insurance Company||1,245,000||1.95|
|Ten largest registered shareholders, in total||27,926,491||43.85|
1 The Company has one share class and each share entitles its holder to one vote at the Company’s general meeting. Percentages are rounded numbers.
2 Nominee registered shares include the shares registered at Euroclear Sweden AB. The list of the largest shareholders will be updated with the indirect shareholdings registered at Euroclear Sweden AB in connection with the June 30, 2020 monthly update.
3 Based on a notification of changes of holdings of llmarinen Mutual Pension Insurance Company (“Ilmarinen”) on June 8, 2020, Ilmarinen owns 3,114,000 shares in the Company corresponding to 4.89 percent of the shares and votes in the Company.
4 Mandatum Life Insurance Company Limited (“Mandatum”), and Danske Bank A/S, Finland Branch (“Danske Bank”) have entered into a share lending agreement in connection with the initial public offering of the Company on June 4 2020, according to which Mandatum has on June 4, 2020 lent 2,898,551 existing shares in the Company to Danske Bank as stabilizing manager. The registered holdings of Mandatum, which amount to 2,995,709 shares, do not include the lent shares which Danske Bank will return to Mandatum after the stabilization period has ended.
5 Based on confirmation of the shareholder on June 9, 2020.
6 Mika Puittinen holds 720,000 shares in the Company directly and 104,000 shares in the Company indirectly through Mika Puittinen Holding Oy.
The following table sets forth the shareholders who owned individually 5% or more of the shares in the Company prior to listing of the Company’s shares:
|Shareholder||Number of Shares||Percentage of Shares and Votes1|
|Helsingin Yliopiston rahastot||6,099,600||14.06|
|Mandatum Life Insurance Company Limited||4,974,695||11.46|
|Ilmarinen Mutual Pension Insurance Company||3,521,126||8.11|
|Avohoidon Tutkimussäätiö sr||2,493,810||5.75|
1 The number of shares of the shareholders who sold a part of their shares in the share sale have been calculated prior to deducting the shares sold in the share sale from the total number of shares.
Notifications of major shareholdings
The Company’s Articles of Association contain an obligation for its shareholders to notify the Company if such shareholders share of voting rights in the Company reach, exceed or decrease below 5%, 10%, 15%, 20%, 25%, 30%, 50%, 2/3 and 90% of the total voting rights of the Company. The following table sets forth the shareholders of the Company which hold more than 5% of the shares and votes as at June 8, 2020:
|Shareholder||Number of Shares||Percentage of Shares and Votes|
|Helsingin Yliopiston Rahastot||5,489,640||8.62|
Mandatum and Danske Bank have entered into a share lending agreement in connection with the Initial Public Offering of the Company on June 4, 2020, according to which Mandatum has on June 4, 2020 lent 2,898,551 existing shares in the Company to Danske Bank as stabilizing manager. The registered holdings of Mandatum, which amount to 2,995,709 shares, do not include the lent shares which Danske Bank will return to Mandatum after the stabilization period has ended. As at June 8, 2020, Mandatum’s shareholding would amount to 5,894,260 shares corresponding to 9.26% of shares in the Company if the shares lent to Danske Bank were taken into consideration.
Information on notifications of major shareholdings can be found on the Company’s website in English, Swedish and Finnish at www.nanoform.com.
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.