BBS-Bioactive Bone Substitutes Plc: BBS arranges a rights issue of approximately maximum 4.5 MEUR with additional warrants

06.05.2022

BBS-Bioactive Bone Substitutes Plc, Company Announcement, Insider information, 6 May 2022 at 2.45 p.m. (CEST)

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BBS arranges a rights issue of approximately maximum 4.5 MEUR with additional warrants

Based on authorization granted by the Extraordinary General Meeting on 17 March 2022, the Board of Directors of BBS-Bioactive Bone Substitutes Plc ("BBS" or the "Company") has decided to arrange a rights issue totaling approximately EUR 4.5 million (the "Offering") with two series of additional warrants (the "Warrants"). The Offering consists of a maximum of approximately 3,490,762 new shares (the "Offer Shares"). In addition, maximum of 872,690 new shares can be subscribed based on the Warrants.

Summary

  • Approximately maximum of EUR 4.5 million before transaction costs can be raised in the Offering if fully subscribed.
  • The Offering is secured to approximately 34.9 per cent by subscription commitments from the existing shareholders.
  • BBS will give all its shareholders registered in BBS's shareholder register maintained by Euroclear Finland Ltd ("Euroclear Finland") or Euroclear Sweden AB ("Euroclear Sweden") one (1) book-entry subscription right (the "Subscription Right") for each one (1) share held on the Offering record date. Two (2) Subscription Rights entitles the holder to subscribe for one (1) Offer Share.
  • The record date for the Offering will be 13 May 2022 with the last day of trading including the Subscription Rights on 11 May 2022 and the first day of trading excluding the Subscription Rights on 12 May 2022.
  • The subscription price is EUR 1.30 or SEK 13.48 per Offer Share. The subscription period for the Offer Shares (the "Subscription Period") will commence on 18 May 2022 at 10:00 Finnish time (09:00 Swedish time), and it is expected to end on 3 June 2022 at 16:00 Finnish time (15:00 Swedish time) in Finland and on 1 June 2022 in Sweden at 16:00 Finnish time (15:00 Swedish time).
  • In addition, BBS will offer each subscriber of the Offer Shares one (1) newly issued warrant of series TO1 and one (1) newly issued warrant of series TO2 for each eight (8) shares subscribed and paid for in the Offering.
  • Each warrant will entitle its holder to subscribe for one (1) new share during the subscription period 21 November – 2 December 2022 (for TO1) and 22 May – 2 June 2023 (for TO2) respectively, with a subscription price that will be decided based on the volume weighted average price of the Company’s shares in First North Growth Market Finland for eight (8) trading days prior to the warrant’s share subscription period with a 25 % discount.
  • Net proceeds from the Offering will be used inter alia for successful completion of the ongoing CE marking application process for BBS’ bone implant ARTEBONE® Paste, for initiating the commercialisation of ARTEBONE® Paste and for paying the loan repayments and interest.

Reasons for the Offering and use of proceeds

The Company estimates that it will spend the net proceeds received from the Offering and the Warrants on implementing the Company’s business plan, strengthening the working capital as well as on debt servicing and payments, including, but not limited to, the following:

1.The main intended use of proceeds is to successfully complete the ongoing CE marking application process for BBS’ bone implant ARTEBONE® Paste including the ISO 13485 certification of the Company’s quality system as part of the CE marking. The proceeds will also be used for product development, maintaining the patent portfolio and developing production as well as for the FDA approval application process for obtaining a marketing authorization for ARTEBONE® Paste in the U.S. market.

2. For initiating the commercialisation of ARTEBONE® Paste (approximately EUR 0.7 million).

3. For paying the loan repayments and interest of EUR 0.7 million, which will be repayable in the next 12 months.

In addition, the subscription undertaking of approximately EUR 150,000 given by RiverFort in connection with the Offering includes a provision, based on which the Company shall use a sum corresponding the subscription price paid by RiverFort in the Offering for repayment of RiverFort’s loan receivable from the Company.

The above-mentioned estimation on the use of proceeds is based on the assumption of maximum proceeds being raised in the Offering.

The above presented estimate on the use of proceeds is based on the assumption that the Offering is fully subscribed. The estimated proportions of the use of proceeds may vary depending on the amount of the capital raised and the business development. If the Offering is not fully subscribed, it may not be possible to implement the planned measures in full and austerity measures must be taken, which can potentially cause a delay in starting production, marketing and sales.

Terms of the Offering

The Company will offer maximum of 3,490,762 Offer Shares and maximum of 436,345 Warrants of two different series (in total maximum of 872,690 Warrants) for subscription in accordance with the shareholders' preferential subscription right. The main terms for the Offering are presented below.

  • All shareholders registered in BBS's shareholder register maintained by Euroclear Finland or Euroclear Sweden will be given one (1) book-entry Subscription Right for each one (1) share held in the Company on the Offering record date 13 May 2022. Each two (2) Subscription Rights will entitle their holder to subscribe for one (1) Offer Shares.
  • The Subscription Rights will be registered in the shareholders' book-entry accounts in the book-entry system maintained by Euroclear Finland approximately on 16 May 2022 and in the book-entry system maintained by Euroclear Sweden approximately on 17 May 2022.
  • The Subscription Rights can be freely assigned and they will be traded on First North Growth Market Finland and First North Growth Market Sweden between 18 May 2022 and 27 May 2022.
  • After the subscription, temporary shares corresponding to the Offer Shares subscribed for based on the Subscription Rights (the "Temporary Shares") will be entered into the subscriber's book-entry account.
  • Trading in the Temporary Shares will commence on First North Growth Market Finland and on First North Growth Market Sweden as their own special share class approximately on 18 May 2022.
  • The Temporary Shares will be combined with the Company's current shares after the Offer Shares have been registered into the Trade Register.

Subscription commitments

The maximum size of the Offering is approximately EUR 4.5 million. The Offering has been secured to approximately 34.9 percent through subscription commitments from the existing shareholders.

EU growth prospectus

BBS has prepared an EU growth prospectus relating to the Offering which is expected to be approved by the Finnish Financial Supervisory Authority on 9 May 2022. The official Finnish language version of the EU growth prospectus as well as its unofficial English language translation, including a Swedish summary, will be available on BBS’s website.

Indicative timetable

6 May 2022Resolution regarding the Offering by the Board of Directors
9 May 2022The prospectus is published
11 May 2022Last day of trading including the Subscription Rights
12 May 2022First day of trading excluding the Subscription Rights
13 May 2022Record date for the Offering
18 May – 27 May 2022Trading period of Subscription Rights
18 May 2022Trading starts in Intermediary Shares (BTA)
18 May – 1 June 2022The Subscription Period for the Offering in Sweden
18 May – 3 June 2022The Subscription Period for the Offering in Finland
8 June 2022Announcement of the outcome of the Offering
17 June 2022Last day of trading in the Temporary Shares on First North Growth Market Finland
20 June 2022Last day of trading in the Temporary Shares on First North Growth Market Sweden





























Advisers

Aalto Capital Partners Oy 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:

Ilkka Kangasniemi, CEO,
tel. +35840 7080307, e-mail: ilkka.kangasniemi@bbs-artebone.fi

Liisa Hukka, CFO,
tel. +35840 0611038, e-mail: liisa.hukka@bbs-artebone.fi

Certified Advisor:
Nordic Certified Adviser AB, tel. +46 70 551 67 29, info@certifiedadviser.se

BBS-Bioactive Bone Substitutes Plc discloses the information provided herein pursuant to the Market Abuse Regulation ((EU) No 596/2014, ”MAR”). The information was submitted for publication by the aforementioned person on 6 May 2022 at 2.45 p.m. (CEST).

BBS-Bioactive Bone Substitutes is a health technology company that started operations in 2003. We have developed a new product for the treatment of severe bone fractures and lumber problems. Our goal is to provide a new generation of medical products for the treatment of bone damage in orthopaedic surgery. In the pharmaceutical sector, development and research requires perseverance and courage to develop new things. We have evidence of this for over 20 years. Our activities are characterised by top expertise, innovation and employees who are enthusiastic and committed to their work. The ARTEBONE ® in the final stages of product development, and we are looking for a CE marking that enables commercialisation in the EU. We are a company in Oulu with a pharmaceutical factory permit in Reisjärvi.

BBS-Bioactive Bone Substitutes Oyj:n shares have been listed in Nasdaq First North Growth Market Finland and Nasdaq First North Growth Market Sweden.

More information: www.bbs-artebone.fi

IMPORTANT NOTICE

This release or the information contained therein shall not be distributed, directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States. The information contained in this release do 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.