The Board of Directors of BBS – Bioactive Bone Substitutes Oyj (“BBS” or “Company”), an innovator in orthobiologics, has today decided to conduct a share issue based on the authorization granted at the Annual General Meeting on 05 April 2019 (the “Offering”). The Offering comprises up to 509,000 new shares (the “Offer Shares”), circa 10% of present number of shares in the company, for subscription to investors in Sweden.
The Offering in short
Background and rationale
BBS-Bioactive Bone Substitutes Oyj is a biotech company that designs, develops and manufactures innovative next generation bioactive bone graft substitute medical devices with medicinal properties. The Company was founded in 2003 and was listed on both Nasdaq First North Sweden and Nasdaq First North Finland in February 2018.
The reason for the Offering is primarily to expand the Company’s Swedish shareholder base and increase trading volumes. These are aligned with the Company’s aim to continue its expansion through the build-up and strengthening of the organization, in order to further commence commercialization and prepare for the start of the sale of the Company's first ARTEBONE® product.
Further details about the Offering
The Offering comprises a maximum of 509,000 Offer Shares. The Subscription Price per Offer Share will correspond to the volume-weighted average price of the Company’s share on Nasdaq First North Sweden during the time period between 17 June 2019 and 28 June 2019 with a discount of 10 %. However, the Subscription Price may not be lower than SEK 25.00 or higher than SEK 33.00. The Subscription Price will be communicated through a company release and be available on the Company’s website at www.bbs-artebone.fi and on the website of Offering’s subscription venue Nordnet AB at www.nordnet.se on or about 28 June 2019. The Offering amounts approximately to a maximum of 1.5 million Euro (based on the exchange rate for SEK / EUR as of 14 June 2019).
BBS’ Board of Directors resolves on allocation of the Offer shares on or about 1 July 2019. In case of an oversubscription of the Offering, the Offer Shares will be allocated so that each subscriber receives at least 200 Offer Shares. In case there is not enough Offer Shares to be allocated as described above, the subscribers to whom 200 Offer Shares are allocated are resolved by drawing lots. In other respects, the Offer Shares are allocated in proportion of the subscriptions made by the subscribers.
The subscribers will receive the decision on the allotment of Offer Shares approximately on 1 July 2019. Payment for the allotted Offer Shares will be charged simultaneously from the account designated by the subscriber. This is estimated to occur approximately the 1st July 2019.
Should payment not be made when due, the Company may at its sole discretion decline the subscription and, if the Offering is oversubscribed, re-allot the unpaid Offer Shares to subscribers.
The Offer Shares will be registered with the Trade Register without undue delay after the Offer Shares have been paid. The Offer Shares will be issued and registered in the book-entry system of Euroclear Finland Oy without undue delay after having been registered with the Trade Register. The Offer Shares will be delivered to investors through the book-entry systems of Euroclear Finland Oy and Euroclear Sweden AB.
The Company may, at its sole discretion and for any reason, withdraw the Offering. If the Offering is withdrawn, any subscriptions given by investors will be automatically cancelled.
The Company will apply for listing of the Offer Shares on First North Finland multilateral trading facility maintained by Nasdaq Helsinki Oy and on First North Sweden multilateral trading facility maintained by Nasdaq Stockholm AB together with the other shares of the Company. The trading symbol of the Company’s shares on First North Finland is BONEH and on First North Sweden BONES and ISIN-code FI4000260583.
The Offer Shares will entitle their holders to dividends and other shareholder’s rights belonging to Company’s shares after the Offer Shares have been registered with the Trade Register and delivered to the investors. The Offering is subject to the Finnish law. Any disputes arising from the Offering will be resolved by a competent Finnish court.
During the subscription period, complete information about the Offering will be available on the following websites:
This time table is preliminary and may change.
|17 June 2019||Board of Directors resolves on the Offering.|
|17 June 2019||Subscription Period of the Offer shares commences at 09:00 CET.|
|28 June 2019||The Subscription Price is published (estimate).|
|30 June 2019||End of Subscription Period at 23:59 CET.|
|1 July 2019||Funds for payment of allotted Offer Shares shall be on available on the investors Nordnet account (estimate).|
|1 July 2019||Announcement of the outcome of the Offering (estimate).|
|5 July 2019||Offer Shares to be registered with the Trade Register (estimate).|
|10 July 2019||Delivery of Offer Shares to the investors (estimate).|
|10 July 2019||Trading on Offer Shares begins on Nasdaq First North Sweden and on Nasdaq First North Finland together with Company’s existing shares (estimate).|
Financial and legal advisers
Regin Corporate Finance AB acts as financial advisers in this share issue, and Smartius Oy is the legal adviser.
Pekka Jalovaara, CEO
Phone: +358 505 52 92 75
This contains such information that BBS-Bioactive Bone Substitutes Oyj is required to make public under the EU’s Market Abuse Regulation. The information was provided under the auspices of the above contact person for publication on June 17, 2019 at 08:30 CEST.
This announcement is not an offer to sell or a solicitation of any offer to buy or subscribe for any securities issued by BBS-Bioactive Bone Substitutes Oyj (the "Company") in any jurisdiction where such offer or sale would be unlawful. In any EEA Member State that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), the securities referred to in this release may only be offered in a member state (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.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, South Africa or Japan. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision to buy or subscribe for new shares in the share issue must be made solely on the basis of publicly available information.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This announcement does not constitute a recommendation concerning any investor’s option with respect to the share issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
About BBS – Bioactive Bone Substitutes
BBS-Bioactive Bone Substitutes Plc is a leading orthobiologic biotech company with origins in Finland. The company’s technology, Artebone®, is a next generation bone substitute that targets treatment of bone defects and healing problems in extremities such as hands and ankles, scapula and pelvis. Its superior properties stem from the natural growth factors extracted from reindeer bone combined with scaffold-providing TCP (tricalciumphosphate) granules and has the potential of transforming orthopedic surgery. The first product, Artebone® ready-to-use paste, is complete and the application process for the CE-marking enabling commercialization is in progress. BBS’ Certified Adviser at Nasdaq First North Stockholm and Helsinki is Stockholm Certified Advisers AB, +46 70 5516 729, firstname.lastname@example.org. More information: www.bbs-artebone.fi.