Bioretec Ltd publishes an exemption document relating to its rights issue
Bioretec Ltd Company announcement 4 June 2025 at 4:00 p.m. EEST
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE, OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
TAMPERE, Finland, June 4, 2025 /PRNewswire/ -- Bioretec Ltd ("Bioretec" or the "Company") announced on 28 May 2025 that it is commencing a rights issue, in which Bioretec offers up to 6,156,618 new shares (the "New Shares") for subscription by Bioretec's existing shareholders in accordance with the pre-emptive right of shareholders with a subscription price of EUR 1.50 per New Share (the "Offering").
In connection with the Offering, the Company has prepared an exemption document ("Exemption Document") in accordance with Article 1.4 db) of the European Parliament and Council Regulation (EU) 2017/1129 (the "Prospectus Regulaton"). The disclosure document has been prepared in accordance with the requirements of Annex IX to the Prospectus Regulation.
The Exemption Document is available on Bioretec's website at https://investors.bioretec.com/fi/osakeanti_2025 on or about 4 June 2025. In addition, the Exemption Document will be available on the website of Danske Bank A/S, Finland Branch at https://danskebank.fi/bioretec on or about 4 June 2025. The unofficial English-language translation of the Exemption Document will be available on Bioretec's website at https://investors.bioretec.com/en/offering_2025 and on the website of Danske Bank A/S, Finland Branch at https://danskebank.fi/bioretec-en on or about 4 June 2025.
The subscription period for the New Shares will commence on 5 June 2025 at 9:30 am Finnish time and end on 19 June 2025 at 16:00 pm Finnish time. The subscription rights are freely transferrable and trading in the subscription rights on Nasdaq First North Growth Market Finland marketplace will take place between 5 June 2025 and 12 June 2025.
Bioretec will publish a recorded investor presentation regarding the Offering on Thursday 5 June 2025. The recording will be available on Bioretec's website at https://investors.bioretec.com/fi/osakeanti_2025 and at https://investors.bioretec.com/en/offering_2025. The investor presentation is held in English.
Danske Bank A/S, Finland Branch and DNB Carnegie Investment Bank AB, Finland Branch are acting as the Joint Global Coordinators and the Joint Bookrunners of the Offering (the "Joint Global Coordinators"). Krogerus Attorneys Ltd is acting as the legal counsel to the Company. Borenius Attorneys Ltd is acting as the legal counsel to the Joint Global Coordinators. Bravura Ltd is acting as the communications adviser to the Company.
Further enquiries
Sarah van Hellenberg Hubar-Fisher, Interim CEO, +31 6 1544 8736
Johanna Salko, CFO, +358 40 754 8172
Certified adviser
Nordic Certified Adviser AB, +46 70 551 67 29
Information about Bioretec
Bioretec is a globally operating Finnish medical device company that continues to pioneer the application of biodegradable orthopedic implants. The company has built unique competencies in the biological interface of active implants to enhance bone growth and accelerate fracture healing after orthopedic surgery. The products developed and manufactured by Bioretec are used worldwide in approximately 40 countries.
Bioretec is commercializing and developing the new RemeOs™ product line based on a magnesium alloy and hybrid composite - a new generation of strong biodegradable materials for enhanced surgical outcomes. The RemeOs™ implants are absorbed and enhance bone remodeling, which eliminates the need for removal surgery while facilitating fracture healing. The combination has the potential make implant removal operations redundant and help clinics reach their Value-Based Healthcare targets while focusing on value for patients through efficient healthcare. The first RemeOs™ product market authorization has been received in the U.S. in March 2023, and in Europe, the CE mark approval was received in January 2025. Bioretec is positioning itself to enter the addressable over USD 10 billion global orthopedic trauma and spine market and to become a game changer in surgical bone fracture treatment.
Better healing - Better life. www.bioretec.com
IMPORTANT INFORMATION
Neither this release nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or any other jurisdiction in which publication or distribution would be unlawful. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities of Bioretec Ltd (the "Company") 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 thereunder. The Company does not intend to register any portion of the offering in the United States or to offer securities to the public in the United States.
This release is not a prospectus within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the "Prospectus Regulation") and has not been approved by any competent authority. This release neither describes nor purports to describe risks (direct or indirect) that may be associated with an investment in the Company's securities. In connection with the offering, the Company will prepare an exemption document in accordance with Article 1.4 db of the Prospectus Regulation. The exemption document will be prepared in accordance with the requirements of Annex IX to the Prospectus Regulation. The exemption document does not constitute a prospectus under the Prospectus Regulation and will neither be reviewed nor approved by the Finnish Financial Supervisory Authority.
The Company has not authorised any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area and which applies the Prospectus Regulation (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in the Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression "offer of securities to the public" means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities.
This communication is directed only at persons who are outside the United Kingdom or persons who are qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the offering, including the merits and risks involved.
The Joint Global Coordinators are acting exclusively for the Company and no one else in connection with the offering. They will not regard any other person as their respective client in relation to the offering. The Joint Global Coordinators will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the offering or any transaction or arrangement referred to herein.
Notice to distributors
Solely for the purposes of the product governance requirements set forth in (a) Directive 2014/65/EU (as amended, "MiFID II"); (b) Articles 9 and 10 of the Commission Delegated Directive 2017/593/EU supplementing MiFID II; and (c) local implementation measures (together "MiFID II Product Governance Requirements"), and disclaiming any liability the "manufacturer" (due to MiFID II Product Governance Requirements) may otherwise have, regardless of whether the liability is based on infringement, contract or otherwise, the Subscription Rights and the New Shares have been subject to an approval process whereby each of them: (i) satisfies the target market requirements of end customers for retail investors, as well as the requirements for investors defined as professional clients and eligible counterparties, as separately defined in MiFID II (the "Target Market Assessment"); and (ii) are suitable for offering through all distribution channels, as permitted in MiFID II. Distributors should note that the value of Subscription Rights and New Shares may decline and investors may not be able to recover all or part of the amount they have invested; Subscription Rights and New Shares do not guarantee any profits or capital protection; and investments in Subscription Rights and New Shares are suitable only for investors who do not need guaranteed profits or capital protection, and who (alone or in conjunction with an appropriate financial or other advisor) are able to assess the benefits and risks of such investment and have sufficient funds from investments to cover any losses incurred. The target market assessment does not affect the sales restrictions based on agreement, law or other regulation in the Offering.
The Target Market Assessment should not be considered as (a) an assessment of appropriateness or suitability under MiFID II or (b) a recommendation to an investor or a group of investors to invest, acquire or take any other action regarding the Subscription Rights or the New Shares. Each distributor is responsible for its own Target Market Assessment of the Subscription Rights and the New Shares and for determining the appropriate distribution channels.
FORWARD-LOOKING STATEMENTS
Certain statements in this release are "forward-looking statements." Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes," "intends," "may," "will" or "should" or, in each case, their negative or variations on comparable terminology.
Forward-looking statements in this release are based on assumptions. Forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company does not intend to, and does not assume any obligation to, update or correct any forward-looking statement contained in this release.
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