Bioretec rights issue 2025

The Offering in brief

• In the Offering, Bioretec is seeking gross proceeds amounting to approximately EUR 9.2 million by offering up to 6,156,618 New Shares for subscription. The Offering is fully guaranteed by the Company's largest shareholder, Stephen Industries Inc Oy by way of underwriting commitment.
• As announced by Bioretec in November 2024, the Company estimates that it will require approximately EUR 18 million in total external funding in order to reach positive cash flow from operating activities by the end of the year 2027. Following the announcement, the Company raised approximately EUR 6 million in gross proceeds (net proceeds of approximately EUR 5.5 million) through a directed share issue. Bioretec estimates that the proceeds raised from the Offering would extend the Company's funding into the third quarter of 2026, in accordance with the Company's current operational plans.
• Existing shareholders of Bioretec have a primary right to subscribe for New Shares with pre-emptive subscription rights, which will be offered to them in the same proportion as they hold shares in Bioretec on 2 June 2025, being the record date of the Offering (the "Record Date").
• Shareholders who are registered on the shareholders register maintained by Euroclear Finland Ltd ("Euroclear Finland") on the Record Date shall receive one (1) subscription right (the "Subscription Right") per each (1) Existing Share held by the shareholder in the form of a book-entry. The Subscription Rights will be recorded on shareholders' book-entry accounts in the book-entry system maintained by Euroclear Finland on 3 June 2025. The first trading day of Bioretec’s Existing Shares without Subscription Rights is 30 May 2025.
• Four (4) Subscription Rights entitle the holder to subscribe for one (1) New Share at the Subscription Price of EUR 1.50 (the "Primary Subscription"). No fractional New Shares will be issued, and no Subscription Right may be used only in part.
• The subscription period of the New Shares will commence on 5 June 2025 at 9:30 a.m. Finnish time and will end on 19 June 2025 at 4:00 p.m. Finnish time (the "Subscription Period"), unless the Subscription Period is extended. Unused Subscription Rights will become void upon the end of the Subscription Period.• The Subscription Rights are freely transferable and subject to trading on Nasdaq First North Growth Market Finland marketplace ("First North") under the trading code "BRETECU0125" between 5 June 2025 and 12 June 2025.
• Where not all New Shares are subscribed for in the Primary Subscription, both the Company's shareholders and other investors have a right to subscribe for the unsubscribed New Shares without Subscription Rights (the "Secondary Subscription") at the Subscription Price. The Company's Board of Directors will resolve on the allocation of New Shares subscribed for without Subscription Rights in the Secondary Subscription in accordance with the allocation preference described below.
• In connection with the Offering, Bioretec will prepare an exemption document (the "Exemption Document") in accordance with Article 1.4 db) of Regulation (EU) 2017/1129 of the European Parliament and of the Council ("Prospectus Regulation"). The Exemption Document will be prepared in the Finnish language and in accordance with the requirements of Annex IX of the Prospectus Regulation. Bioretec will publish the Exemption Document on or about 4 June 2025. An unofficial English-language translation of the Exemption Document will be published on or about 4 June 2025.
• Bioretec has received an irrevocable commitment, subject to certain customary conditions, from Stephen Industries Inc Oy to subscribe for New Shares in the Offering on the basis of all Subscription Rights to be recorded to them (the "Subscription Commitment"). The Subscription Commitment represents approximately EUR 1.0 million and approximately 10.4 per cent of the New Shares provided that the Offering will be fully subscribed. In addition, Bioretec has received an underwriting commitment from Stephen Industries Inc Oy to subscribe for any and all New Shares remaining after allocation pursuant to Secondary Subscriptions (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 on the Subscription Commitment or the Underwriting Commitment.
• In addition to the Subscription and Underwriting Commitment, the Company's shareholders, including but not limited to Ilmarinen Mutual Pension Insurance Company, Handelsbanken Fonder AB, Sijoitusrahasto Säästöpankki Pienyhtiöt, Varma Mutual Pension Insurance Company, Danske Invest, VR Pension Fund, eQ Finland and Aktia Fund Management Company Ltd for and on behalf of mutual funds managed by it who together hold approximately 38.1 per cent of the Existing Shares in the Company (including the Subscription Commitment by Stephen Industries Inc Oy), have indicated that they intend to subscribe for New Shares in the Offering on the basis of all Subscription Rights to be recorded to them.
• Danske Bank A/S, Finland Branch and DNB Carnegie Investment Bank AB, Finland Branch are acting as the joint global coordinators and joint bookrunners of the Offering (the "Joint Global Coordinators").