Company Announcement, Insider information 20 May 2020 at 01.55 pm. (UTC +3.00)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
BBS-Bioactive Bone Substitutes plans to arrange a rights issue of approximately 5.5 MEUR.
The Board of Directors of BBS-Bioactive Bone Substitutes Plc (“BBS” or the “Company”) has decided on a plan to arrange a partially underwritten rights issue totaling approximately EUR 5.5 million (the “Offering”). The Offering is expected to consist of a maximum of approximately 1 301 205 new shares (the “Offer Shares”).
Reasons for the Offering and use of proceeds
BBS-Bioactive Bone Substitutes Plc. is an orthobiological company that develops bioactive medical devices and implants for orthopaedic surgery. The bone substitute, ARTEBONE® Paste, developed by the Company is intended for the treatment of various bone injuries, bone healing problems and bone diseases instead of own and bank bone grafts. The implant consists of reindeer bone proteins that contain effective factors that promote bone growth. Compared to the patient's own bone use, ARTEBONE® shortens patients' recovery time and makes the surgeon's job easier.
The Company plans to use the funds to be obtained through the Offering inter alia for completion of the CE marking process for ARTEBONE® Paste, including the ISO 13485 certification for the Company’s quality management system, for continuation of the FDA application process, commercialization of ARTEBONE® Paste after the CE marking has been obtained, hiring additional employees for the Company’s marketing and sales as well as manufacturing and production functions, updating the existing production line and for working capital of the Company during the period of at least next 12 month.
Terms of the Offering
The Board of Directors of the Company is planning to offer up to approximately 1 301 205 Offer Shares. The main terms for the Offering are presented below.
Subscription commitments and underwriters
The size of the contemplated Offering will be approximately EUR 5.5 million. The Offering has been secured to approximately 90 percent through subscription commitments and underwriters. E.g.Finha Capital Oy, Panvest Oy, Chairman of the Board of Directors Jarmo Halonen and Jyrki Halonen of the Company’s Owners have entered into subscription commitments in the Offering. E.g. Troll Capital Oy, Loipposet Oy, Gerhard Dal and Formue Nord amongst others are external underwriters.
External underwriters are entitled to receive their underwriting compensation either in cash amounting to ten (10) percent of underwritten amount, or the equivalence of twelve (12) percent of the underwritten amount in new shares by setting off the underwriting compensation against the subscription price in a directed issue to be arranged if needed after the Offering.
|26 May 2020||Resolution regarding the Offering by the Board of Directors|
|26 May 2020||The prospectus is published|
|26 May 2020||Last day of trading including the Subscription Rights|
|27 May 2020||First day of trading excluding the Subscription Rights|
|28 May 2020||Record date for the Offering|
|2 June – 12 June 2020||Trading period of Subscription Rights|
|2 June 2020||Trading starts in Intermediary Shares (BTA)|
|2 June – 16 June 2020||The Subscription Period for the Offering in Sweden|
|2 June – 18 June 2020||The Subscription Period for the Offering in Finland|
|24 June 2020||Announcement of the outcome of the Offering|
|29 June 2020||Last day of trading in the Temporary Shares on First North Growth Market Finland|
|25 June 2020||Last day of trading in the Temporary Shares on First North Growth Market Sweden|
Aalto Capital Partners Oy ("Aalto Capital") is acting as financial advisor to the Company in the Offering. Smartius Oy is acting as the legal adviser to the Company on aspects of the Offering related to the Finnish law.
BBS-BIOACTIVE BONE SUBSTITUTES PLC
For more information:
BBS-Bioactive Bone Substitutes Plc
CEO Ilkka Kangasniemi
Phone: +358 40 7080307
This is information that BBS-Bioactive Bone Substitutes Plc is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above on 20 May 2020 at 01.55 pm (UTC +3.00).
BBS-Bioactive Bone Substitutes Plc is a Finnish orthobiologic biotech company. We have developed a new product for healing of difficult bone fractures and for solving the problems in bone healing. Our mission is to offer new generation medicinal products for the orthopedic surgery. The research and development in the field of medicine requires perseverance and courage to develop new things. We have over 20 years of expertise in this. Our operations are characterised by top expertise, innovativeness and dedicated and committed employees. The first product, ARTEBONE® paste, is ready and the application process for the CE-marking enabling commercialization is in progress.
More information: www.bbs-artebone.fi.
The company’s Certified Adviser Stockholm Certified Advisers AB, p. +46 70 5516 729, email@example.com
This release or the information contained therein shall not be published or distributed, directly or indirectly, in the United States, Canada, Australia, Hong Kong, Singapore, New Zealand, South Africa or Japan or any other jurisdiction where such publication or distribution is unlawful. The information contained in this release does not constitute an offer of, or invitation to purchase any securities in any area, where offering, procurement of or selling such securities would be unlawful prior to registration or exemption from registration or any other approval required by the securities regulation in such area. This release is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations issued by virtue of it. BBS has not registered, and does not intend to register, any offering of securities in the United States. No actions have been taken to register the shares or the offering anywhere else than in Finland and Sweden.
The information contained herein shall not constitute an offer of, or invitation to purchase any securities in any jurisdiction. This release is not a prospectus and does not constitute any offer, invitation or investment advice to subscribe for or purchase securities. Investors should not subscribe for or purchase any securities or make any investment decisions referred to herein except on the basis of information contained in a prospectus issued by BBS.