BBS-Bioactive Bone Substitutes Plc: BBS-Bioactive Bone Substitutes Plc. plans to arrange a rights issue of approximately 5.5 MEUR

Company Announcement, Insider information 20 May 2020 at 01.55 pm. (UTC +3.00)

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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”). 

Summary

• Approximately EUR 5.5 million before transaction costs is expected to be raised in the Offering if fully subscribed. 
• The Offering is secured to approximately 90 percent by subscription commitments and external underwriters. E.g.Finha Capital Oy, Panvest Oy, Chairman of the Board of Directors Jarmo Halonen and Jyrki Halonen of the Company’s Members  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.
• BBS is planning to give all its shareholders registered in BBS’ 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 every one (1) share held on the Offering record date. Four (4) Subscription Rights entitles the holder to subscribe for one (1) Offer Shares.
• The record date for the Offering is planned to be 28 May 2020 with the last day of trading including the Subscription Rights on 26 May 2020 and the planned first day of trading excluding the Subscription Rights on 27 May 2020.
• The subscription price is expected to be 4.20 EUR or SEK 44.42 per Offer Share. The subscription period for the Offer Shares (the “Subscription Period”) is expected to commence on 2 June 2020, and it is expected to end on 18 June 2020 in Finland and on 16 June 2020 in Sweden.

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.

• All shareholders registered in BBS’s shareholder register maintained by Euroclear Finland or Euroclear Sweden are planned to be given one (1) book-entry Subscription Right for every one (1) share held in the Company on the Offering record date, which is planned to be 28 May 2020. Each four (4) Subscription Rights will entitle their holder to subscribe for one (1) Offer Shares.
• The Subscription Rights are planned to be registered in the shareholders’ book-entry accounts in the book-entry system maintained by Euroclear Finland approximately on 29 May 2020 and Euroclear Sweden approximately on 1 June 2020.
• The Subscription Rights are planned to be freely assigned and expected to be traded on First North Growth Market Finland and First North Growth Market Sweden between 2 June 2020 and 12 June 2020.
• 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.
• The Offer Shares will be entered into the subscriber’s book-entry account once they have been entered into the Trade Register, in Finland approximately 30 June 2020 and in Sweden approximately 1 July 2020.
• Trading in the Temporary Shares is planned to commence on First North Growth Market Finland and on First North Growth Market Sweden as their own special share class approximately on 2 June 2020.
• 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 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.

Indicative timetable

Advisers

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:

E-mail:

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).

About BBS

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: .

The company’s Certified Adviser Stockholm Certified Advisers AB, p. ,

IMPORTANT NOTICE

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.