BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 24 April 2015 at 1.17 p.m.
Notification according to Chapter 9, Section 5 of the Finnish Securities Markets Act
Biotie Therapies Corp. (the "Company" or "Biotie") has received a notification in accordance with Chapter 9, Section 5 of the Finnish Securities Markets Act from Mr. Samuel D. Isaly on behalf of himself, OrbiMed Advisors LLC, OrbiMed Capital GP V LLC and OrbiMed Private Investments V, LP (the "Investor").
According to the notification, Samuel D. Isaly is the managing member of and owner of a controlling interest in OrbiMed Advisors LLC, which is the sole managing member of OrbiMed Capital GP V LLC, which is the general partner of OrbiMed Private Investments V, LP. According to the notification, neither Samuel D. Isaly nor any other entity under his control, other than OrbiMed Private Investments V, LP, holds any shares or securities entitling to shares in the Company. The notification concerns an arrangement that, if realized, would result in the below described changes in share ownership.
The notification relates to the subscription agreement entered into on 23 April 2015 between Biotie and certain investors which is described in more detail in the stock exchange release issued by the Company on 23 April 2015. The said investors have agreed to invest in the Company by means of subscribing for convertible promissory notes ("Convertible Notes") and other equity-based instruments ("Warrants"). The issue and subscription of the Convertible Notes and Warrants is conditional, among other things, on the granting of necessary authorizations and election of new Board members by an Annual General Meeting of Biotie to be held on 26 May 2015.
The convertible loan to be represented by the Convertible Notes can be converted into new shares in the Company by their holders at any time prior to the repayment of the Convertible Notes, which is scheduled to occur on or after 1 May 2035. Further, the Convertible Notes would automatically convert into new shares in the Company upon completion of a proposed US public offering and listing on the Nasdaq Global Market of American Depositary Receipts representing the Company's shares. If the US public offering would not take place by 1 May 2016, the Company can force the conversion of the Convertible Notes at any time thereafter. The Warrants will entitle to subscribe for shares in the Company until 1 November 2020.
According to the notification, should the Convertible Notes and Warrants be issued to the Investor, their conversion and exercise in full would result in shareholding in the Company as described below:
| Number of shares and voting rights | (%) of shares and voting rights | |
| Shares and voting rights currently held | 0 | 0 |
| Shares and voting rights after full conversion and exercise | ||
| Shares that may be subscribed based on Convertible Notes | 51,944,444 | 6.31 |
| Shares that may be subscribed based on Warrants | 51,944,444 | 6.31 |
| Total | 103,888,888 | 12.63 |
| TOTAL HOLDINGS | 103,888,888 | 12.63 |
According to the notification, the total number of shares and votes used above is 822,634,842, which has been calculated as (a) the current total number of shares and votes as published by the Company in accordance with Chapter 8, Section 6 of the Securities Markets Act, added with (b) the total number of shares and votes following full conversion and exercise of the Convertible Notes and Warrants, assuming no other new shares are issued by the Company. At the date of this release, the number of shares in Biotie Therapies Corp. amounts to 455,968,174, of which 3,366,690 shares are held by the Company and its subsidiaries.
In Turku, 24 April 2015
Biotie Therapies Corp.
Timo Veromaa President and CEO
For further information, please contact:
David Cook, CFO
Tel. +358 2 2748 900, e-mail: david.cook@biotie.com
DISTRIBUTION:
NASDAQ OMX Helsinki Ltd Main Media www.biotie.com
HUG#1914554
