BBS-Bioactive Bone Substitutes Plc, Company Announcement, Insider information, 6 May 2022 at 2.45 p.m. (CEST)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN PART, DIRECTLY OR INDIRECTLY, IN THE USA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
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.
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.
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.
|6 May 2022||Resolution regarding the Offering by the Board of Directors|
|9 May 2022||The prospectus is published|
|11 May 2022||Last day of trading including the Subscription Rights|
|12 May 2022||First day of trading excluding the Subscription Rights|
|13 May 2022||Record date for the Offering|
|18 May – 27 May 2022||Trading period of Subscription Rights|
|18 May 2022||Trading starts in Intermediary Shares (BTA)|
|18 May – 1 June 2022||The Subscription Period for the Offering in Sweden|
|18 May – 3 June 2022||The Subscription Period for the Offering in Finland|
|8 June 2022||Announcement of the outcome of the Offering|
|17 June 2022||Last day of trading in the Temporary Shares on First North Growth Market Finland|
|20 June 2022||Last day of trading in the Temporary Shares on First North Growth Market Sweden|
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: firstname.lastname@example.org
Liisa Hukka, CFO,
tel. +35840 0611038, e-mail: email@example.com
Nordic Certified Adviser AB, tel. +46 70 551 67 29, firstname.lastname@example.org
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
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.