UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2015
Commission File Number: 001-37423
Biotie Therapies Oyj
(Exact name of registrant as specified in its charter)
Biotie Therapies Corp.
(Translation of registrant’s name into English)
Joukahaisenkatu 6, FI-20520
Turku, Finland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F | ☒ | Form 40-F | ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
| Yes | ☐ | No | ☒ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes | ☐ | No | ☒ |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BIOTIE THERAPIES CORP. | |||||
| By: | /s/ David Cook | ||||
| Name: | David Cook | ||||
| Title: | Chief Financial Officer | ||||
Date: December 22, 2015
EXHIBIT INDEX
| Exhibit Number | Description |
| 99.1 | Stock Exchange Release dated December 22, 2015 (10:30 a.m. EET): Disclosure under Chapter 9, Section 5 of the Finnish Securities Markets Act |
Exhibit 99.1
| BIOTIE THERAPIES CORP. | STOCK EXCHANGE RELEASE | December 22, 2015 at 10.30 a.m. |
Disclosure under Chapter 9, Section 5 of the Finnish Securities Markets Act
Biotie Therapies Corp. (Nasdaq Helsinki BTH1V; NASDAQ: BITI) ("Biotie" or the "Company") has on December 21, 2015 received a notification in accordance with Chapter 9, Section 5 of the Finnish Securities Markets Act from Mr. Seth Klarman on behalf of himself, SAK Corporation and The Baupost Group, L.L.C. as a result of the implementation of changes to the transparency directive in the Finnish Securities Market Act.
According to the notification, the total number of Biotie shares owned directly or through financial instruments by Seth Klarman and entities under his control was 15.89 per cent of Biotie's total number of shares and voting rights on November 26, 2015. Biotie's registered total number of shares and voting rights amounting to 1,086,940,271 has been used in the calculation of percentages for the announcement.
Total positions of Seth Klarman and entities under his control subject to the notification:
| % of shares and voting rights (total of A) | % of shares and voting rights through financial instruments (total of B) | Total of both in % (A + B) | |
| Resulting situation on the date on which threshold was crossed or reached | 13.08 | 2.81 | 15.89 |
| Position of previous notification (if applicable) | 10.21 | N/A | N/A |
Notified details of the resulting situation on the date on which the threshold was crossed or reached:
A: Shares and voting rights
Class/type of shares ISIN code (if possible) |
Number of shares and voting rights | % of shares and voting rights | ||
| Direct
(SMA 9:5) |
Indirect
(SMA 9:6 and 9:7) |
Direct
(SMA 9:5) |
Indirect
(SMA 9:6 and 9:7) | |
| Shares (FI0009011571) |
- | 30,555,556 | - | 2.81 |
|
Shares (FI0009011571) represented by |
- | 111,600,000 | - | 10.27 |
| SUBTOTAL A | 142,155,556 | 13.08 | ||
For further information on the ADSs representing the Company’s shares, the notification refers to the stock exchange release issued by the Company on June 11, 2015.
B: Financial instruments according to SMA 9:6a
| Type of financial instrument | Expiration date | Exercise/ Conversion period |
Physical or cash settlement | Number of shares and voting rights | % of shares and voting rights |
| Warrants entitling to shares (new or treasury shares) (FI0009011571) | Nov 1, 2020 | Nov 1, 2015 – Nov 1, 2020 | Physical settlement | 30,555,556 | 2.81 |
| SUBTOTAL B | 30,555,556 | 2.81 |
For further information on the warrants, the notification refers to the stock exchange release issued by the Company on April 23, 2015.
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:
| Name | % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both |
| Seth Klarman | 0 | 0 | 0 |
| SAK Corporation | 0 | 0 | 0 |
| The Baupost Group, L.L.C. | 0 | 0 | 0 |
| Baupost Private Investments A-1, L.L.C. | 1.28 | 0.28 | 1.56 |
| Baupost Private Investments B-1, L.L.C. | 0.51 | 0.11 | 0.62 |
| Baupost Private Investments C-1, L.L.C. | 2.90 | 0.63 | 3.52 |
| Baupost Private Investments H-1, L.L.C. | 0.92 | 0.20 | 1.13 |
| Baupost Private Investments P-1, L.L.C. | 0.48 | 0.10 | 0.58 |
| Baupost Private Investments Y-1, L.L.C. | 0.34 | 0.07 | 0.41 |
| Baupost Private Investments BVI-1, L.L.C. | 0.82 | 0.18 | 0.99 |
| Baupost Private Investments BVII-1, L.L.C. | 1.02 | 0.22 | 1.24 |
| Baupost Private Investments BVIII-1, L.L.C. | 0.41 | 0.09 | 0.50 |
| Baupost Private Investments BVIV-1, L.L.C. | 4.40 | 0.94 | 5.34 |
According to the notification, Seth Klarman is the sole owner of SAK Corporation, the manager and controlling entity of The Baupost Group, L.L.C., which is the managing general partner of (i) Baupost Limited Partnership 1983 A-1 (being the parent entity of Baupost Private Investments A-1, L.L.C), (ii) Baupost Limited Partnership 1983 B-1 (being the parent entity of Baupost Private Investments B-1, L.L.C.), (iii) Baupost Limited Partnership 1983 C-1 (being the parent entity of Baupost Private Investments C-1, L.L.C), (iv) Baupost Value Partners, L.P.-II (being the parent entity of Baupost Private Investments BVII-1, L.L.C), (v) HB Institutional Limited Partnership (being the parent entity of Baupost Private Investments H-1, L.L.C.), (vi) PB Institutional Limited Partnership (being the parent entity of Baupost Private Investments P-1, L.L.C.), (vii) YB Institutional Limited Partnership (being the parent entity of Baupost Private Investments Y-1, L.L.C.), (viii) Baupost Value Partners, L.P.-I (being the parent entity of Baupost Private Investments BVI-1, L.L.C), (ix) Baupost Value Partners, L.P.-III (being the parent entity of Baupost Private Investments BVIII-1, L.L.C.) and (x) Baupost Value Partners, L.P.-IV (being the parent entity of Baupost Private Investments BVIV-1, L.L.C.).
Further, according to the notification, neither Seth Klarman nor any other entity under his control, other than (i) Baupost Private Investments A-1, L.L.C., (ii) Baupost Private Investments B-1, L.L.C, (iii) Baupost Private Investments C-1, L.L.C., (iv) Baupost Private Investments H-1, L.L.C., (v) Baupost Private Investments P-1, L.L.C., (vi) Baupost Private Investments Y-1, L.L.C., (vii) Baupost Private Investments BVI-1, L.L.C., (viii) Baupost Private Investments BVII-1, L.L.C., (ix) Baupost Private Investments BVIII-1, L.L.C. and (x) Baupost Private Investments BVIV-1, L.L.C., holds any shares or financial instruments in the Company.
In Turku, December 22, 2015
Biotie Therapies Corp.
Timo Veromaa
President and CEO
For further information, please contact:
Virve Nurmi, Investor Relations Manager, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com
DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Main Media
www.biotie.com