TIDMFARN
RNS Number : 7874O
Faron Pharmaceuticals Oy
04 October 2019
NOTICE OF faron pharmaceuticals LTD's extraordinary GENERAL
MEETING
Shareholders of Faron Pharmaceuticals Ltd (the "Company") are
invited to attend the Extraordinary General Meeting to be held on
25 October 2019 at 10.00 a.m. (Finnish time) at the BioCity
building, meeting room Manu at Tykistökatu 6, 20520 Turku, Finland.
The registration of attendees and the distribution of voting slips
will commence at the meeting venue at 9.00 a.m. (Finnish time).
The Company's Annual Report 2018, the half-yearly report for the
six months ended 30 June 2019 and the statement by the Board of
Directors on events after the preparation of the half-yearly report
with a material effect on the Company are available to view and
download on the Company's website at https://www.faron.com/ (link
on the homepage).
A. MATTERS ON THE AGA OF THE EXTRAORDINARY GENERAL MEETING
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Measures to remedy equity shortfall and authorising the Board
of Directors to decide on the issuance of shares, options or other
special rights entitling to shares
The Company is exploring possibilities for raising further
capital in order to strengthen the financial position of the
Company. The Board of Directors proposes that the Extraordinary
General Meeting authorise the Board of Directors to resolve by one
or several decisions on issuances of shares, options or other
special rights entitling to shares referred to in chapter 10,
section 1 of the Finnish Limited Liability Companies Act, which
authorisation contains the right to issue new shares or dispose of
the shares in the possession of the Company. The authorisation
would consist of up to 7,871,000 shares in the aggregate (including
shares to be received based on options or other special rights),
which corresponds to approximately 20 per cent of the existing
shares and votes in the Company.
The authorisation would not exclude the Board of Directors'
right to decide on the issuance of shares, options or other special
rights entitling to shares in deviation from the shareholders'
pre-emptive rights. The authorisation is proposed to be used for
material arrangements from the Company's point of view, such as
financing or implementing business arrangements, investments or for
other such purposes determined by the Board of Directors in which
case a weighty financial reason for issuing shares, options or
other special rights entitling to shares and possibly deviating
from the shareholders' pre-emptive rights, would exist.
The Board of Directors would be authorised to resolve on all
other terms and conditions of the issuance of shares, options or
other special rights entitling to shares.
The authorisation will be effective until 30 June 2020. The
proposed authorisation shall replace the authorisation for up to
7,095,000 shares in the aggregate granted by the Company's Annual
General Meeting held on 28 May 2019 (the "2019 AGM") concerning the
issuance of shares, options or other special rights entitling to
shares. The proposed authorisation shall not replace the
authorisation for up to 2,000,000 shares in the aggregate granted
by the 2019 AGM concerning issuances of options or other special
rights entitling to shares referred to in chapter 10, section 1 of
the Finnish Limited Liability Companies Act.
7. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
The above-mentioned proposals to the Extraordinary General
Meeting, the Company's Annual Report 2018 including the financial
statements, the Report of the Board of Directors and the Auditor's
Report, the half-yearly report for the six months ended 30 June
2019, the statement by the Board of Directors on events after the
preparation of the half-yearly report with a material effect on the
Company and this notice are available on the Company's website at
https://www.faron.com/ (link on the homepage) as of the date of
publication of this notice. The Board proposals and the other
above-mentioned documents will also be available at the
Extraordinary General Meeting. Copies of these documents and of
this notice will be sent to shareholders upon request. The minutes
of the Extraordinary General Meeting will be available to be viewed
on the Company's website from 8 November 2019 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS
1. The right to participate and registration
Each shareholder who on the record date of the Extraordinary
General Meeting, being 15 October 2019, is registered in the
Company's shareholders' register held by Euroclear Finland Ltd has
the right to participate in the Extraordinary General Meeting. A
shareholder whose shares are registered on their personal
book-entry account is registered in the Company's shareholders'
register.
A shareholder who is registered in the Company's shareholders'
register and who wants to participate in the Extraordinary General
Meeting should register for the meeting by no later than 4 p.m.
(Finnish time) on Tuesday, 22 October 2019 by giving a prior notice
of participation:
-- by email to virve.nurmi@faron.com; or
-- by mail to Faron Pharmaceuticals Ltd, attn. Virve Nurmi,
Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state their name, personal
identification number / business identity code, address, telephone
number and the name of a possible proxy representative or assistant
and the personal identification number of the proxy representative.
The personal data given by shareholders to the Company are used
only in connection with the Extraordinary General Meeting and the
necessary processing of related registrations.
Shareholders, and their authorised representatives or proxy
representatives should, when necessary, be able to prove their
identity and/or right of representation.
2. Proxy representative and powers of attorney
Shareholders may participate in the Extraordinary General
Meeting and exercise their rights at the meeting by way of proxy
representation. A proxy representative must present a dated power
of attorney or other reliable proof of their authority to represent
the shareholder.
A shareholder may participate in the Extraordinary General
Meeting by means of several proxy representatives, who represent
the shareholder with shares held on different book-entry accounts.
In such case, the shares represented by each proxy representative
shall be identified when registering for the Extraordinary General
Meeting.
Possible proxy documents should be sent in originals to Faron
Pharmaceuticals Ltd, attn. Virve Nurmi, Joukahaisenkatu 6, FI-20520
Turku, Finland before the end of registration period.
3. Holder of nominee-registered shares (including depositary interest holders)
A holder of nominee-registered shares (including depositary
interest holders) has the right to participate in the Extraordinary
General Meeting by virtue of such shares based on which the holder
would be entitled to be registered in the Company's shareholders'
register held by Euroclear Finland Ltd on the Extraordinary General
Meeting's record date of 15 October 2019.
Additionally, participation requires that the holder of
nominee-registered shares is temporarily registered in the
Company's shareholders' register held by Euroclear Finland Ltd by
10 a.m. (Finnish time) on Tuesday, 22 October 2019. Temporary
registration in the shareholders' register shall be deemed to be a
registration for the Extraordinary General Meeting.
Holders of nominee-registered shares are advised to request the
necessary instructions regarding the temporary registration in the
shareholders' register, the issuing of proxy documents and
registration for the General Meeting from their custodian bank
without delay. The account management organisation of the custodian
bank shall notify a holder of nominee-registered shares who wants
to participate in the Extraordinary General Meeting to be
temporarily entered into the Company's shareholders' register by
the above-mentioned time.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Finnish Limited
Liability Companies Act, shareholders who are present at the
Extraordinary General Meeting are entitled to request information
regarding the matters addressed by the meeting.
On the date of this notice, 4 October 2019, the total number of
shares and votes in the Company is 39,355,247.
The Extraordinary General Meeting shall be held in Finnish and
in English.
Turku, 4 October 2019
FARON PHARMACEUTICALS LTD
Board of Directors
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
For more information please contact:
Faron Pharmaceuticals Ltd
Dr Markku Jalkanen, Chief Executive Officer
investor.relations@faron.com
Consilium Strategic Communications
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com
Panmure Gordon (UK) Limited, Nomad and Broker
Emma Earl, Freddy Crossley (Corporate Finance)
James Stearns (Corporate Broking)
Phone: +44 207 886 2500
Westwicke Partners, IR (US)
Chris Brinzey
Phone: 01 339 970 2843
E-mail: chris.brinzey@westwicke.com
About Faron Pharmaceuticals Ltd
Faron (AIM:FARN) is a clinical stage biopharmaceutical company
developing novel treatments for medical conditions with significant
unmet needs. The Company currently has a pipeline based on the
endothelial receptors involved in regulation of immune response, in
oncology and organ damage. Clevegen, its precision immunotherapy,
is a novel anti-Clever-1 antibody with the ability to switch immune
suppression to immune activation in various conditions, with
potential across oncology, infectious disease and vaccine
development. Currently in phase I/II clinical development as a
novel macrophage checkpoint immunotherapy for patients with
untreatable solid tumours, Clevegen has potential as a single-agent
therapy or in combination with other immune checkpoint molecules.
Traumakine, the Company's pipeline candidate to prevent vascular
leakage and organ failures, has completed a phase III clinical
trial in Acute Respiratory Distress Syndrome (ARDS). Plans for its
future development are being finalised to avoid interfering steroid
use together with Traumakine. Faron is based in Turku, Finland.
Further information is available at www.faron.com.
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of this information may apply. For further information, please
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END
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