Rights issue of BBS-Bioactive Bone Substitutes Oyj (“Company” or “BBS”), a public limited liability company registered in Finland, was arranged between 2 June and 18 June 2020. The Company offered 1,301,205 new shares (the “Offer Shares”) in a rights issue, against consideration, based on the shareholders’ preferential subscription right at the subscription price of EUR 4.20 or SEK 44.42 per Offer Share (the “Subscription Price”) in accordance with the terms of the Offering (the “Offering”).
According to the final results, the Share Issue was oversubscribed (1,936,385 shares) corresponded to 49% of the offered shares. Of the 1,301,205 new shares offered in the Share Issue (“the Offer Shares”) 1,059,634 were subscribed using subscription rights (approximately 81.4% of the Offer Shares), so that the remaining Offer Shares, i.e. 241,571 Offer Shares (approximately 18.6% of the Offer Shares) were allocated in compliance with the terms and conditions of the Share Issue by those having subscribed on the basis of subscription rights or without subscription rights. According to the final results of the Share Issue, no Offer Shares were allocated to anyone subscribing Offer Shares without subscription rights.
BBS raised with the Share Issue gross funds of approximately EUR 5.47 million, which, after deduction of the fees and expenses of the Share Issue, amounted to approximately EUR 4.80 million.
As a result of the Share Issue, the number of the Company’s shares will increase by 1,301,205 shares from 5,204,820 shares to a total of 6,506,025 shares.
Subscription commitments had been issued for a total of EUR 1.58 million. The final results indicate that the parties making subscription commitments, i.e. Finha Capital Oy, Jukka Halonen, Irma Halonen, Jyrki Halonen, EAKR Aloitusrahasto Oy, Panvest Oy, as well as Chairman of the Board of Directors Jarmo Halonen and related parties mentioned above, have subscribed a total of 465,336 shares, corresponding to approximately EUR 1.95 million. No Offer Shares were allocated to the underwriters.
The Offer Shares will produce the shareholder’s rights in the Company once they are registered with the Trade Register, which is expected to take place on approximately 29 June 2020. The delivery and combination will take place on approximately 30 June 2020 in the book-entry system maintained by Euroclear Finland, and the Offer Shares are expected to be subject to trading together with the Company’s existing shares on approximately 30 June 2020 on First North Growth Market Finland. The delivery and combination will take place approximately on 1 July 2020, in the book-entry system maintained by Euroclear Sweden, and the Offer Shares will be subject to trading together with the Company’s existing shares approximately on 1 July 2020 on First North Growth Market Sweden.
Aalto Capital Partners Oy (”Aalto Capital”, www.aaltocapital.com) acted as BBS’ financial advisor for the Offering. Stockholm Certified Advisers AB is the Company’s Certified Adviser. In Finland, the issuer agent for the Offering was Evli Bank Plc (www.evli.com) and in Sweden the issuer agent and the subscription venue was Hagberg & Aneborn Fondkommission AB (http://www.hagberganeborn.se/).
More information about Share issue can be found from the Prospectus
Record Date in Euroclear Finland 28 May 2020
Subscription Period commenced 2 June 2020
Subscription period ended in Finland 18 June 2020
Results of the Offering 24 June 2020
Offer Shares registered with the Finnish Trade Register 29 June 2020
Offer Shares delivered to the book-entry accounts of subscribers in Euroclear Finland 30 June 2020
Record Date in Euroclear Sweden 28 May 2020
Subscription Period commenced 2 June 2020
Subscription period ended in Sweden 16 June 2020
Results of the Offering 24 June 2020
Offer Shares registered with the Finnish Trade Register 29 June 2020
Offer Shares delivered to the book-entry accounts of subscribers in Euroclear Sweden 1 July 2020
BBS-Bioactive Bone Substitutes Plc (”BBS”) is a Finnish orthobiologic company that has developed a new generation innovative medical device product for the treatment of bone defects in orthopaedic and traumatological surgery. The Company has no turnover. BBS-Bioactive Bone Substitutes Plc was established in 2003. A seven-year product development project at the University of Oulu preceded the establishment of the Company. The Company’s domicile is Oulu, and it has 11 employees. The Company has an authorised production facility for bone protein extract in Reisjärvi.
ARTEBONE® Paste: The first product developed by the Company is a paste in ready-to-use syringe. The main constituents of the paste are TCP granules which perform and form the supporting structure for the growing bone and the protein extract, which acts as an active component completing the paste’s likeness of bone.
The product is intended for the treatment of bone damage and changes in the extremities, pelvis and shoulder blades. ARTEBONE® Paste is able to generate bone tissue in the damaged area as effectively as the patient’s autograft, making it an alternative form of treatment to the method that has been considered a standard.The advantages of ARTEBONE® Paste are that it reduces expensive operating room time and speeds up the patient’s recovery time, as well as reducing the cost of treatment.
At the moment the Company has launched the application process for the CE marking for ARTEBONE® Paste. The CE marking is a prerequisite for the commercialisation in the EU area. At the same time, the FDA certification required for the U.S. market is being promoted.
”We are very pleased and grateful to our shareholders for a very successful rights issue. The full realisation of the rights issue enables the development of the company as planned. The obtained funds secure the liquidity of the company for the coming two years. The most important goal is to obtain the CE marking for the first product, ARTEBONEⓇ Paste. An updated CE marking application will be submitted as soon as we receive the final contract from the Notified Body. The animal test related to the CE marking is at a stage where we are still waiting for the results of the last monitoring time point. The results of the first two time points are promising and the test should be able to demonstrate the additional evidence of product performance required by the authorities. The funds received will also be used to promote the marketing and sales of the product, so that once the CE marking has been obtained, the product can be sold in Europe. At the same time, we are also promoting the FDA (Food and Drug Administration) approval required in America as part of our market strategy.”
24 June 2020 in Oulu
Ilkka Kangasniemi
CEO, BBS-Bioactive Bone Substitutes
Greetings from CEO (på svenska)
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. (approximately 30% of the funds raised)
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. (approximately 25% of the funds raised)
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. (approximately 25% of the funds raised)
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. (approximately 10% of the funds raised)
5. For payment of 0,4 million euro loan repayments and interest that are due within the next 12 months. (approximately 10% of the funds raised)
The estimated proportions of the use of proceeds may vary depending on the amount of the capital raised and the business development.
The use of the funds is described in more detail in the Prospectus.
• The Prospectus in English
• The terms and conditions of the Offering
• Marketing Brochure
• Articles of Association
• BBS Plc’s Balance Sheet Book and Auditor’s Report 1.1.-31.12.2019
• BBS Plc’s Annual Report, Balance Sheet Book and Auditor’s Report 1.1.-31.12.2018
• BBS Plc’s Balance book (Annual report, Financial statement and Audit report 1.1. – 31.12.2017)
• ARTEBONE – Game changer in bone healing
24.6.2020: Final results of the successful rights issue – oversubscribed by 49 percent
12.6.2020: Today is the last day of trading in subscription rights
29.5.2020: The Prospectus of Rights Issue has been published on the Company’s website today