Decisions of Herantis Pharma Plc’s Extraordinary General Meeting of shareholders
Herantis Pharma Plc (“Herantis”), an innovative drug development company pioneering new disease modifying and regenerative biologic and gene therapies, announced on 11 November 2020 that it is evaluating alternatives to finance its Research & Development pipeline and subsequently convened an extraordinary general meeting to authorize the Board of Directors to resolve on potential share issues and certain other matters.
The extraordinary general meeting was held in Helsinki on Wednesday, 2 December 2020. Shareholders participated in the meeting and exercised their rights only by voting in advance, in addition to which they could make counterproposals and present questions in advance. The extraordinary general meeting was arranged in accordance with an exceptional meeting procedure based on temporary legislation approved by the Finnish Parliament on 2 October 2020 to limit the spread of the Covid-19 pandemic.
Share issuance authorization approved (item 6 on the EGM agenda)
The extraordinary general meeting resolved to authorize the Board of Directors to resolve on issues of shares as follows: The shares issued under the authorization may be new shares or treasury shares. Under the authorization, a maximum of 4,710,000 shares, which corresponds to approximately 62 per cent. of all of the shares in the company, may be issued. The shares may be issued in one or more tranches. Under the authorization, shares may be issued for the purposes of financing the development necessary for the business of the company in implementing its new research and development strategy, announced on 1 November 2020, as well as for the purposes of strengthening the company's capital structure and for other purposes decided by the Board of Directors. Under the authorization, the Board of Directors may resolve upon issuing new shares to the company itself. However, the company, together with its subsidiaries, may not at any time hold more than 10 per cent. of all its registered shares. The Board of Directors is authorized to resolve on all terms of the share issue. The Board of Directors is authorized to resolve on a directed share issue in deviation from the shareholders' pre-emptive rights, provided that there is a weighty financial reason for the company to do so. The proposed authorization does not invalidate any earlier authorizations entitling the Board of Directors to decide on share issues or issues of special rights entitling to shares. The authorization is valid until 31 December 2021.
Amendment to terms of "2016 I" option rights and the authorization to issue option rights and other special rights entitling to shares were not approved (items 7 and 8 on the EGM agenda)
The other two items on the agenda of the extraordinary general meeting, namely the proposals of the Board of Directors concerning the amendment of the terms of "2016 I" option rights and the authorization of the Board of Directors to decide on issuing option rights and other special rights entitling to shares, did not receive sufficient support and, thus, no decisions were made on said matters.
For more information, please contact:
Julie Silber/Gabriela Urquilla
Tel: +46 (0)7 93 486 277/+46 (0)72-396 72 19
Email: ir@herantis.com
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Certified Advisor: UB Securities Ltd, Finland: +358 9 25 380 225, Sweden: +358 40 5161400
Company website: www.herantis.com
About Herantis Pharma Plc
Herantis Pharma Plc is an innovative drug development company looking to break the boundaries of standard therapeutic approaches. Our regenerative medicine drug candidates include i. CDNF biological therapy that acts on the proteostatic mechanisms of disease for the treatment of Parkinson’s disease and other neurodegenerative diseases, and ii. Lymfactin® VEGF-C gene therapy for restoring lymphatic structure and function for the treatment of oncology related secondary Lymphedema and other lymphatic based diseases. The Herantis programs are potentially disease modifying that treat the cause as well as symptoms of disease, and bring the innovation necessary to provide further treatment options in underserved diseases. The shares of Herantis are listed on the Nasdaq First North Growth Market Finland and Nasdaq First North Growth Market Sweden.