Inside information: Bioretec Ltd is planning a rights issue of at least EUR 5 million and up to EUR 15 million with a maximum of 1,500,000,000 new shares
Bioretec Ltd Inside information 10 March 2026 at 21:30 p.m. EET
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HELSINKI, March 10, 2026 /PRNewswire/ -- Transaction highlights
- The Offering (as defined below) of at least EUR 5 million and up to EUR 15 million, on the basis of which a maximum of 1,500,000,000 new shares may be issued.
- Support from Stephen Industries Inc Oy, the largest shareholder of Bioretec Ltd ("Bioretec" or the "Company"), representing approximately 12.00 per cent of all shares and votes in Bioretec. Stephen Industries Inc Oy has undertaken to vote in favour of the proposal by the Board of Directors regarding the Offering at a general meeting. Stephen Industries Inc Oy has given a Subscription Commitment (as defined below) to subscribe for new shares in the Offering on the basis of all subscription rights to be recorded to it and to provide an Underwriting Commitment (as defined below), with the the aggregate amount of the shares subscribed for under the Subscription Commitment and the Underwriting Commitment together being up to EUR 5 million, subject to the Finnish Financial Supervisory Authority granting an exemption from the obligation to launch a mandatory public takeover bid and certain other conditions.
- The Offering is subject to an authorisation to be sought from the extraordinary general meeting of shareholders to be held on 27 March 2026 (the "EGM") and the resolution by Bioretec's Board of Directors.
- The Company aims to strengthen its balance sheet, ensure sufficient working capital and finance the working capital needs of its targeted business growth with the proceeds from the Offering aligning with the updated strategy announced on 16 December 2025.
Bioretec announced on 13 February 2026 that the Company's Board of Directors is assessing a potential rights issue based on the shareholders' pre-emptive subscription right in the near future (the "Offering"). Bioretec will today publish a notice to convene the EGM for the purpose of authorising the Board of Directors to resolve on the Offering, on the basis of which a maximum of 1,500,000,000 new shares may be issued. The Offering is expected to be completed in the beginning of the second quarter of 2026, subject to market conditions.
Background for the Offering
The purpose of the Offering is to strengthen the Company's capital base and financing resources supporting the Company in the execution of its strategy announced by a company release on 16 December 2025. The Company aims to strengthen its balance sheet, ensure sufficient working capital and finance the working capital needs of its targeted business growth with the proceeds from the Offering.
EGM
Bioretec will seek authorisation for the Offering from the EGM.
Furthermore, Bioretec is currently assessing its incentive schemes and the possibility to establish a new incentive scheme. In addition to the authorisation sought for the Offering, the Company's Board of Directors will also propose to the EGM to resolve on the authorisation of the Board of Directors to resolve on the issuance of shares and other special rights entitling to shares, on the basis of which a maximum of 250,000,000 shares, including shares to be issued on the basis of special rights, may be issued. The authorisation may be used for implementing the Company's share-based incentive schemes as well as for financing or carrying out acquisitions or other arrangements (including for the payment of any share-based fees in consideration for subscription or underwriting commitments relating to the Offering), for strengthening the Company's balance sheet and financial position, or for other purposes determined by the Board of Directors. The Board of Directors intends to use the authorisation to issue shares on the basis of special rights in an amount corresponding to a dilution effect of no more than 12.00 per cent after the potential completion of the Offering.
Support for the Offering from the Company's largest shareholder and the Company's management
Bioretec has received an irrevocable advance commitment from Stephen Industries Inc Oy to vote in favour of the proposal by the Board of Directors regarding the Offering at a general meeting. In addition, Bioretec has, subject to certain conditions, received advance commitment from Stephen Industries Inc Oy to subscribe for new shares in the Offering on the basis of all subscription rights to be recorded to it (the "Subscription Commitment"). Stephen Industries Inc Oy has also, subject to certain conditions, provided an underwriting commitment for the Offering, pursuant to which Stephen Industries Inc Oy will subscribe for any and all new shares not otherwise subscribed and paid for pursuant to the subscription rights or in the secondary subscription for an aggregate amount of up to EUR 5 million, which amount shall include Stephen Industries Inc Oy's aggregate subscriptions under the Subscription Commitment and any and all new shares subscribed by it in the primary and secondary subscription (the "Underwriting Commitment"). Stephen Industries Inc Oy is a company controlled by the Chair of the Board of Directors of the Company, Kustaa Poutiainen. No fee will be paid to Stephen Industries Inc Oy for the Subscription Commitment. The Company will pay Stephen Industries Inc Oy a fee of approximately 7.5 per cent for the Underwriting Commitment. The fee will be based on the full aggregated amount of the Underwriting Commitment and it will be due and payable in the form of the Company's shares in connection with the completion of the Offering, provided that the Offering will be completed.
Should Stephen Industries Inc Oy's Subscription Commitment and Underwriting Commitment given in respect of the Offering be exercised, the proportion of voting rights in the Company held by Stephen Industries Inc Oy, and thereby indirectly also by Kustaa Poutiainen, in the Company may exceed the 30 per cent and 50 per cent mandatory public takeover bid thresholds referred to in Chapter 11, Section 19 of the Finnish Securities Markets Act (746/2012, as amended, the "SMA"), in the event that the other shareholders of the Company do not exercise their subscription rights in full in the Offering. Stephen Industries Inc Oy and Kustaa Poutiainen intend to apply for a permanent exemption from the Finnish Financial Supervisory Authority pursuant to Chapter 11, Section 26 of the SMA from the obligation to launch a mandatory public takeover bid that may arise as a result of exceeding the mandatory public takeover bid thresholds.
The Subscription Commitment and the Underwriting Commitment given by Stephen Industries Inc Oy in respect of the Offering are conditional upon the Finnish Financial Supervisory Authority granting such an exemption and certain customary conditions. In addition, the Underwriting Commitment is conditional upon no change, event, occurrence, circumstance or development having occurred between the date of the Underwriting Commitment and the settlement and delivery date of the Offering that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, results of operations, assets, liabilities or prospects of the Company and its subsidiaries, taken as a whole.
Furthermore, certain members of the Company's management have indicated that they intend to participate in the Offering as well.
Sarah van Hellenberg Hubar-Fisher, the CEO of Bioretec, comments:
"I am very excited by the momentum we are building at Bioretec and the opportunities that lie ahead. With three breakthrough device designations and CMS pass-through payment status for our absorbable metal in hand, now is the moment to accelerate our advantageous position in the market and capitalise on our opportunities. Our US direct sales model has been delivering consistent quarterly growth since Q2 of 2025. There is a clear need to invest in expanding our commercial offering for RemeOs™ and building a US-based commercial organisation that can drive topline growth. Built on a foundation of globally recognised scientific capabilities, Bioretec has a strong platform from which to pursue commercial and operational excellence as well. To capture these opportunities, we will arrange this rights issue with a firm focus on capital-efficient execution of our strategy and disciplined scrutiny across our business, with the aim of generating value for our shareholders."
Lead manager
Bioretec has appointed DNB Carnegie Investment Bank AB, Finland Branch as the lead manager for the Offering.
Further enquiries
Sarah van Hellenberg Hubar-Fisher, CEO, +31 6 1544 8736
Tuukka Paavola, CFO, +358 50 386 0013
Certified adviser
Nordic Certified Adviser AB, +46 70 551 67 29
Information about Bioretec
Bioretec is a globally operating Finnish medical device pioneer at the forefront of transforming orthopedic care with fully biodegradable implant technologies. 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.
The company's latest innovation, the RemeOs™ product line, is based on a high-performance magnesium alloy and hybrid composite, introducing a new generation of strong absorbable materials for enhanced surgical outcomes. The RemeOs implants are absorbed and replaced by bone, which eliminates the need for removal surgery while facilitating fracture healing. The first RemeOs product market authorization was received in the U.S. in March 2023, and in Europe, the CE mark approval was received in January 2025.
Bioretec's Activa product line features fully bioabsorbable orthopedic implants made from a proprietary, self-reinforced PLGA both CE marked and FDA cleared for a wide range of indications in adult and pediatric patients.
Bioretec is shaping the future of orthopedic treatment with a focus on healing through absorption, paving the way for more effective and patient-friendly solutions.
To learn more about Bioretec, visit www.bioretec.com
IMPORTANT INFORMATION
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.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. 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 Australia, Canada, The Hong Kong Special Administrative Region of the People's Republic of China, Japan, New Zealand, Singapore, South Africa or the United States or any other jurisdiction in which publication or distribution would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
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 as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
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.
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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