Share Issue/Capital Change • Aug 31, 2015
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Today, BioPorto A/S initiates a private placement of up to 11,724,750 new
shares to selected institutional and financial investors. The offering of
shares will be made at market price without pre-emptive rights for existing
shareholders.
Today, The Board of BioPorto A/S (BioPorto) has decided to carry out a cash
issue, private placement, of up to 11,724,750 new shares at market price.
Use of proceeds
During the summer of 2015, BioPorto’s management has uncovered and evaluated
the possible strategies for market entry for NGAL in the USA. This has resulted
in a strategy, which is targeted and extends beyond the original plans.
Therefore, BioPorto is completing a capital increase, of which part of the net
proceeds are expected to be used for establishing a business platform in the
USA, which will include BioPorto’s own US sales and support organization in
charge of the commercialization of The NGAL Test™ when FDA approval is
expectedly achieved in early 2016. Part of the proceeds are expected to be used
to complete the development and marketing of the new products gRAD and
immunodeficiency tests as well as other projects.
The offer
The capital increase takes the form of a cash issue for a limited group of
institutional and financial investors without a pre-emptive right for the
Company’s previous shareholders according to the authorization stipulated in
Article 16b of BioPorto’s Company Articles.
The offering is up to 11,724,750 new shares at DKK 1 each, equivalent to 9,9%
of BioPorto’s registered share capital before the capital increase. The Board
has received binding advance commitments to the subscription of the full number
of shares. The subscription price is DKK 2.40 and is calculated as the weighted
average price of the share at Nasdaq Copenhagen over the past ten trading days.
The expected total proceeds from the share issue will amount to DKK 28,139,400
at a full subscription.
The same rights apply to newly subscribed shares as to the existing shares. The
new shares are issued to the holders through VP SECURITIES A/S, and may be
registered in BioPorto's register of shareholders. The rights relating to the
new shares, including voting rights and dividend rights, will apply from the
time when the capital increase is registered with the Danish Business
Authority.
Expected timetable for the capital increase
The subscription period starts today and ends on September 1, 2015. The Board
of Directors may choose to complete the issue prior to this date.
The capital increase will be registered with the Danish Business Authority as
soon as the subscription amount is fully paid, expectedly Friday, September 4,
2015.
The new shares will be issued in a temporary unlisted ISIN code and is expected
to be admitted to trading and official listing on Nasdaq Copenhagen under the
existing ISIN code for BioPorto's shares by September 2015.
For further information, please contact:
Peter Mørch Eriksen, CEO
Telephone +45 4529 0000, e-mail [email protected]
About BioPorto
BioPorto Diagnostics A/S is an in-vitro diagnostics company that provides
healthcare professionals in clinical and research settings a range of
diagnostic tests and antibodies. Our pioneering product portfolio includes
assays for underserved disease states such as NGAL for acute kidney injury. We
sell our products in more than 80 countries through diverse sales channels and
partners. BioPorto has its headquarters in Copenhagen, Denmark and is listed on
the Nasdaq Copenhagen stock exchange.
This announcement contains forward-looking statements on BioPorto’s future
financial developments and financial results as well as other statements that
are not historical facts and that may prove to be incorrect. Prospective
investors should seek professional investment advice and examine relevant risks
and legal aspects, including tax aspects, which could be relevant in connection
with an acquisition of the shares.
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia or
Japan. These written materials do not constitute an offer of securities for
sale in any jurisdiction including the United States, nor may the securities be
offered or sold in the United States absent registration or an exemption from
registration as provided in the U.S. Securities Act of 1933, as amended, and
the rules and regulations thereunder. There is no intention to register any
portion of the offering in the United States or to conduct a public offering of
securities in the United States.
The issue and sale of securities in the offering are subject to specific legal
or regulatory restrictions in certain jurisdictions. BioPorto and its advisers
and/or agents assumes no responsibility in the event there is a violation by
any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction.
This announcement is only addressed to and directed at persons in member states
of the European Economic Area (the “EEA”), who are “Qualified Investors” within
the meaning of Article 2(1)(e) of the Prospectus Directive. The securities are
only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in only with
Qualified Investors. This announcement should not be acted upon or relied upon
in any member state of the EEA by persons who are not Qualified Investors. For
the purposes of this announcement, the expression “Prospectus Directive” means
Directive 2003/71/EC as amended and includes any relevant implementing measure
in each Relevant Member State. This announcement is an advertisement for the
purposes of applicable measures implementing the Prospectus Directive.
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