Final results of Bioretec Ltd's rights issue

Bioretec Ltd   Company announcement   24 April 2026 at 6:45 p.m. EEST

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE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.

The final results of Bioretec Ltd's ("Bioretec" or the "Company") rights issue (the "Offering") show that a total of 1,286,801,534 new shares (the "New Shares") were subscribed for in the Offering, corresponding to approximately 87.1 per cent of the 1,477,828,416 New Shares offered in the Offering. A total of 861,491,616 New Shares were subscribed for with subscription rights, corresponding to approximately 58.3 per cent of the 1,477,828,416 New Shares. In addition 96,082,674 New Shares were allocated in accordance with the terms and conditions of the Offering in the secondary subscription to subscribers who subscribed for New Shares also with subscription rights and 6,609,420 New Shares were allocated in the secondary subscription in accordance with the terms and conditions of the Offering to subscribers who subscribed for New Shares only without subscription rights. The remaining 322,617,824 New Shares were allocated to Stephen Industries Inc Oy pursuant to the underwriting commitment given by it (the "Underwriting Commitment"). The subscription price in the Offering was EUR 0.01 per New Share. Bioretec receives gross proceeds of approximately EUR 12.9 million from the Offering.

Bioretec's Board of Directors has today approved the subscriptions made in the Offering, and allocated the New Shares to be issued, in accordance with the terms and conditions of the Offering.

Pursuant to the Underwriting Commitment, the Company will pay Stephen Industries Inc Oy a fee of approximately 7.5 per cent for the Underwriting Commitment. The fee shall be based on the full aggregated amount of the Underwriting Commitment and be due and payable in the form of the Company's shares in connection with the completion of the Offering. The Board of Directors of Bioretec has today resolved, pursuant to the authorisation granted by the Extraordinary General Meeting of the Company held on 27 March 2026, on a directed share issue of 24,196,337 new shares to Stephen Industries Inc Oy without consideration, in accordance with the Underwriting Commitment (the "Fee Shares"). The number of Fee Shares was determined based on the aggregated amount of the Underwriting Commitment of approximately EUR 3.2 million. The Board of Directors of the Company believes that it is beneficial for the Company's financial position to pay the underwriting fee in the form of shares instead of cash. The underwriting fee was negotiated with Stephen Industries Inc Oy on an arm's length basis in connection with the entry into the Underwriting Commitment prior to the Board of Directors' resolution to carry out the Offering. The decision to accept the Underwriting Commitment and the underwriting fee was made in consultation with the financial advisor taking into account the Company's financing needs and following an analysis of the market conditions, investor feedback as well as the terms and conditions of the Underwriting Commitment. Therefore, the Board of Directors has considered that there is an especially weighty financial reason from the Company's perspective, taking into account the interests of all shareholders in the Company, to issue the Fee Shares. The Fee Shares imply an incremental dilution of approximately 1.8 per cent for the Company's existing shareholders in addition to the issuance of 1,286,801,534 New Shares. Kustaa Poutiainen, who controls Stephen Industries Inc Oy, has not participated in the decision-making of the Board of Directors concerning the Underwriting Commitment and issuance of the Fee Shares.

Based on the final result of the Offering, the voting percentage in the Company of Stephen Industries Inc Oy, and indirectly the Chair of the Board of Directors of the Company, Kustaa Poutiainen, will exceed the 30 per cent threshold for the obligation to launch a mandatory public takeover bid as a result of Stephen Industries Inc Oy subscribing for Bioretec's shares in the Offering pursuant to the subscription commitment, the Underwriting Commitment, and the fee for the underwriting commitment. As announced by the Company on 26 March 2026, the Finnish Financial Supervisory Authority has granted a permanent exemption from the obligation to launch a mandatory public takeover bid to Stephen Industries Inc Oy and Kustaa Poutiainen, even if the voting percentage in the Company of Stephen Industries Inc Oy, and indirectly Kustaa Poutiainen, were to exceed the 30 or the 50 per cent threshold for the obligation to launch a mandatory public takeover bid as a result of the Offering. Based on the final result of the Offering, Stephen Industries Inc Oy’s ownership and voting rights in Bioretec are estimated to be approximately 39.3 per cent (including the Fee Shares) of all the shares and votes in the Company following the completion of the Offering.

As a result of the Offering, the total number of shares in Bioretec will increase by 1,310,997,871 from 30,788,092 to 1,341,785,963 (including the Fee Shares). The New Shares issued in the Offering (including the Fee Shares) amount to approximately 97.7 per cent of all the shares in Bioretec following the completion of the Offering.

The last day of trading in the interim shares on Nasdaq First North Growth Market Finland ("First North") will be on or about 28 April 2026. The New Shares and the Fee Shares will be registered with the Finnish Trade Register maintained by the Finnish Patent and Registration Office on or about 28 April 2026. The interim shares will be combined with the Company's existing shares once the New Shares have been registered with the Finnish Trade Register. The combination will take place on or about 28 April 2026. The trading in the New Shares and the Fee Shares on First North is expected to commence on or about 29 April 2026. The New Shares and the Fee Shares confer the same rights as Bioretec's other shares, after being registered with the Finnish Trade Register and delivered on the investor's book-entry account, on or about 29 April 2026.

In addition to its resolution on the allocation of the Offering and the issuance of Fee Shares, the Board of Directors of the Company has, pursuant to the terms of Bioretec's active stock option programs, resolved to make certain adjustments to the subscription prices of shares in the Company under said option programs to account for the dilutive effect of the Offering. The resolution by the Company's Board of Directors is conditional on the registration of the New Shares issued in the Offering with the Finnish Trade Register, and Bioretec will announce the adjustments to the share subscription prices under said option programs after the registration of the New Shares issued in the Offering with the Finnish Trade Register.

DNB Carnegie Investment Bank AB, Finland Branch is acting as the sole global coordinator (the "Sole Global Coordinator") in the Offering. Krogerus Attorneys Ltd is acting as the legal counsel to the Company. Borenius Attorneys Ltd is acting as the legal counsel to the Sole Global Coordinator. IR Partners Ltd is acting as the communications advisor to the Company.

Bioretec Ltd

The Board of Directors

 

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 (the "Restricted Countries"). 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"), has not been approved by any competent authority 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. 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 has prepared an exemption document in accordance with Article 1(4) (db) of the Prospectus Regulation. The exemption document has been 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 Public Offers and Admissions to Trading Regulations 2024 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 Sole Global Coordinator is acting exclusively for the Company and no one else in connection with the offering. It will not regard any other person as its respective client in relation to the offering. The Sole Global Coordinator will not be responsible to anyone other than the Company for providing the protections afforded to its 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, but not in any case to Restricted Countries. 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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