FIT Biotech Oy
Company release September 26, 2016 at 19.50 EET
FIT Biotech Oy's Board of Directors has decided on the implementation of financing transactions between the Company and Bracknor Investment and between the Company and Sitra
Background
The Extraordinary General Meeting of FIT Biotech Oy (hereinafter also the "Company") held on September 15, 2016 approved the Convertible Notes with Warrants Funding Programme of up to EUR 12,480,000 between the Company and Bracknor Investment (hereinafter "Bracknor") (hereinafter the "Programme") and granted the Board of Directors the authorisations proposed by the Board of Directors to the General Meeting in order to implement the Programme and to implement the financing transaction between the Company and the Finnish Innovation Fund Sitra (hereinafter "Sitra"). The Company announced these transactions on August 25, 2016.
Decisions of the Board of Directors in relation to the financing transaction between the Company and Bracknor
Pursuant to the authorisations granted by the Extraordinary General Meeting, the Board of Directors has decided to:
- approve the final Terms and Conditions of the Convertible Notes and establish a Convertible Note Programme, under which a maximum of 12,480 Convertible Notes may be issued for subscription to Bracknor at a subscription price of EUR 1,000 per Convertible Note in accordance with the Terms and Conditions of the Convertible Notes. The Convertible Notes may entitle their holder to subscribe for a total maximum of 55,000,000 new or treasury K shares in the Company in accordance with the Terms and Conditions of the Convertible Notes. Except for technical additions, the final Terms and Conditions of the Convertible Notes correspond to the preliminary Terms and Conditions published on August 25, 2016;
- approve the final Terms and Conditions of the Warrants and establish a Warrant Programme, under which a maximum of 55,000,000 Warrants may be issued to Bracknor without consideration in accordance with the Terms and Conditions of the Warrants. The Warrants may entitle their holder to subscribe for a total maximum of 55,000,000 new or treasury K shares in the Company in accordance with the Terms and Conditions of the Warrants. Except for technical additions, the final Terms and Conditions of the Warrants correspond to the preliminary Terms and Conditions published on August 25, 2016;
- withdraw the first tranche included in the Programme from Bracknor and to issue to Bracknor a total of 730 Convertible Notes and 647,836 Warrants conditionally upon the payment of the principal, which is expected to take place on or about September 28, 2016, at the latest. The subscription price of the Convertible Notes is EUR 730,000, and EUR 480,000 of the subscription price consists of a commitment fee payable to Bracknor, which Bracknor will use for the subscription of Convertible Notes; and
- direct to the Company itself a share issue without payment of 10,000,000 new K shares in order to ensure that the Company has K shares to be transferred upon the conversion of the Convertible Notes and the exercise of the Warrants. The new K shares to be issued in the share issue without payment will be registered in the Trade Register on or about September 28, 2016. After the registration of the new K shares in the Trade Register, the Company will have a total of 37,670,281 shares, which will be divided into share series as follows: 37,599,817 K shares, 5,229 A shares and 65,235 D shares. After the registration of the new K shares in the Trade Register, the total number of shares in the Company will be divided so that 10,000,000 K shares, i.e. approximately 26.5% of all shares, will be treasury shares held by the Company, and 27,670,281 shares, i.e. approximately 73.5% of all shares, will be outstanding shares. The Company applies for listing of the new K shares on First North Finland, and they will be listed on or about September 29, 2016. If such shares are not needed in order to implement the Programme, the Company's Board of Directors will cancel such shares after the termination of the Programme, at the latest.
The final number of K shares required by the financing transaction with Bracknor is determined, e.g. based on the amount of the Convertible Notes to be drawn, the share price development of FIT Biotech Oy's K share and possible adjustments to be made in accordance with the Terms and Conditions of the financing transaction during the term of the Programme, and the number of shares may exceed that decided in the Terms and Conditions of the Convertible Notes and the Warrants. If necessary, the Board of Directors will apply for additional authorisations from the General Meeting in order to implement the financing transaction.
Decisions of the Board of Directors in relation to the financing transaction between the Company and Sitra
The Board of Directors has today decided to use the authorisation granted by the Extraordinary General Meeting on September 15, 2016 in order to implement the Convertible Notes with Warrants Funding Programme of EUR 500,000 between the Company and Sitra (the "Sitra Programme").
Pursuant to the authorisations granted by the Extraordinary General Meeting, the Board of Directors has decided to:
- approve the Terms and Conditions of the Convertible Notes and establish a Convertible Note Programme, under which a maximum of 520 Convertible Notes may be issued for subscription to Sitra at a subscription price of EUR 1,000 per Convertible Note in accordance with the Terms and Conditions of the Convertible Notes. The Convertible Notes consist of two tranches of EUR 250,000. In addition, the Company will pay Sitra a corresponding commitment fee of 4% based on the total amount of the Sitra Programme, which Sitra will use for the subscription of Convertible Notes of a corresponding amount under the Sitra Programme and which has been added to the total amount of the Sitra Programme. The Convertible Notes entitle their holder to subscribe for a total maximum of 2,000,000 new or treasury K shares in the Company in accordance with the Terms and Conditions of the Convertible Notes. In other respects, the final Terms and Conditions of the Convertible Notes correspond, except for technical amendments, the preliminary Terms and Conditions of the Convertible Notes agreed with Bracknor, which the Company announced on August 25, 2016;
- approve the Terms and Conditions of the Warrants and establish a Warrant Programme, under which a maximum of 2,000,000 Warrants may be issued to Sitra without consideration in accordance with the Terms and Conditions of the Warrants. The Warrants may entitle their holder to subscribe for a total maximum of 2,000,000 new or treasury K shares in the Company in accordance with the Terms and Conditions of the Warrants. In other respects, the final Terms and Conditions of the Warrants correspond, except for technical amendments, the preliminary Terms and Conditions of the Warrants agreed with Bracknor, which the Company announced on August 25, 2016; and
- withdraw the first tranche included in the Sitra Programme from Sitra and to issue to Sitra a total of 270 Convertible Notes and 647,836 Warrants conditionally upon the payment of the principal. The subscription price of the Convertible Notes is EUR 270,000. EUR 20,000 (4% of the entire Sitra Programme) of the subscription price consists of a commitment fee payable to Sitra, which Sitra will use for the subscription of Convertible Notes in accordance with the Sitra Programme. The withdrawal of the second tranche is conditional upon Sitra having converted all previous Convertible Notes into K shares in the Company or the cool-down period of 40 trading days having elapsed.
The number of new and/or shares held by the Company that may be issued under the Sitra Programme pursuant to the authorisation granted by the Extraordinary General Meeting on September 15, 2016 can be no more than 2,000,000 K shares, which corresponds to approximately 7% of the Company's current shares and votes. In addition, the Company's Board of Directors considers using, if necessary, the authorisations granted by the General Meeting of April 8, 2016 for the purpose of implementing the Sitra Programme at an amount corresponding to the commitment fee of EUR 20,000.
FIT BIOTECH OY
Board of Directors
For further information: Chairman of the Board of Directors Juha Vapaavuori E-mail: juha.vapaavuori@fitbiotech.com Tel: +358 50 372 0824
Certified Advisor: Aalto Capital Partners Oy, tel. +358 40 587 7000
About FIT Biotech FIT Biotech Oy is a biotechnology company established in 1995. The company develops and licenses its patented GTU® (Gene Transport Unit) vector technology for new-generation medical treatments. GTU® is a gene transport technology that meets an important medical challenge in the usability of gene therapy and DNA vaccines.
FIT Biotech applies GTU® technology in its drug development programmes. Application areas include cancer (gene therapy) and infectious diseases such as HIV and tuberculosis, as well as animal vaccines.
FIT Biotech series K shares are listed on the First North Finland market maintained by Nasdaq Helsinki Ltd.
DISTRIBUTION: Nasdaq Helsinki Principal media
