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Nel ASA

Investor Presentation Feb 20, 2014

3670_rns_2014-02-20_2e2f3f09-fefc-4b93-82a7-fb7d75e16195.pdf

Investor Presentation

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4 th Quarter 2013

Organizational downsizing and cost reductions implemented, and the board has presented a proposal to secure financing of DiaGenic

Ruben Ekbråten, Acting CEO 20 February, 2014

Disclaimer

This document (the "Presentation") has been prepared by DiaGenic ASA (the "Company") exclusively for information purposes. Neither this Presentation nor any copy of it nor the information contained herein is being issued, and nor may this Presentation nor any copy of it nor the information contained herein be distributed directly or indirectly to or into, any jurisdiction in which such distribution would be unlawful or not appropriate. Recipients of the Presentation shall not reproduce, redistribute or pass on, in whole or in part, the Presentation or any of its content to any other person. The Presentation does not constitute, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.

This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, and are sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that are expressed or implied by statements and information in the Presentation, including, among others, risks or uncertainties associated with the Company's business, segments, development, growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, and fluctuations in currency exchange rates and interest rates. None of the Company or any of its subsidiaries or any such person's directors, employees or advisors provide any assurance that the assumptions underlying forward-looking statements expressed in this Presentation are free from errors nor does any of them accept any responsibility for the future accuracy of such forward-looking statements.

The information contained in this Presentation has not been independently verified. No representation or warranty (express or implied) is made as to the accuracy or completeness of any information contained herein, and it should not be relied upon as such. None of the Company or its subsidiaries or any such person's directors, employees or advisors shall have any liability whatsoever arising directly or indirectly from the use of this Presentation. By reading the Presentation, or attending any oral presentation held in relation thereto, you acknowledge that you will be solely responsible for your own assessment of the Company, the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business. The content of this Presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with its own professional advisors for any such matters and advice.

No action has been taken to allow the distribution of this Presentation in any jurisdictions other than Norway. The Presentation has not been reviewed or registered with, or approved by, any public authority, stock exchange or regulated market. The distribution of this Presentation, as well as any subscription, purchase, sale or transfer of securities issued by the Company, may be restricted by law in certain jurisdictions, and persons into whose possession this Presentation comes are required by the Company to inform themselves about and comply with any such restrictions. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. None of the Company or its subsidiary undertakings or any such person's directors, employees or advisors shall have any responsibility for any such violations.

THIS PRESENTATION AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES AND ARE NOT FOR PUBLICATION OR DISTRIBUTION TO U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). THE SECURITIES OF THE COMPANY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

IN RELATION TO THE UNITED KINGDOM, THE PRESENTATION IS STRICTLY CONFIDENTIAL AND IS ONLY DIRECTED AT PERSONS WHO FALL WITHIN THE MEANING OF ARTICLE 19 (INVESTMENT PROFESSIONALS) AND 49 (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 OR WHO ARE PERSONS TO WHOM THE PRESENTATION MAY OTHERWISE LAWFULLY BE DISTRIBUTED.

There may have been changes in matters which affect the Company subsequent to the date of this Presentation. Neither the issue nor delivery of this Presentation shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the Company have not since changed, and the Company does not intend, and does not assume any obligation, except as required by law, to update or correct any information included in this Presentation.

This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts.

Highlights

  • Product development
  • Organizational update
  • Finance
  • Outlook

Highlights

  • On 10 October, DiaGenic announced the results from a calibration study for an optimized MCItect® test based on a larger study population
  • On 28 October DiaGenic announced that its management and board of directors will seek to restructure the company, and/or divest all or selected company assets. As a consequence, the Board decided to give notice of termination to the staff; a process which was fully executed by the end of October
  • On 22 November DiaGenic's Extraordinary General Meeting resolved to elect Hanne Skaarberg Holen (chairman), Øystein Stray Spetalen and Martin Nes as members of the board of directors
  • Q4 2013 pre-tax earnings were NOK –6.7 million compared with NOK –10.9 million in Q4 2012

Significant events after end of period

  • DiaGenic has entered into an agreement with its largest creditor that significantly reduced DiaGenic's financial liabilities going forward.
  • Proposed rights issue of NOK 50 million at a subscription price of NOK 0.50 per share and with tradable subscription rights. The Company has secured a full underwriting of the Rights Issue. The proposed Rights Issue remains subject to shareholder approval
  • DiaGenic reports final results from an exploratory study that examines the agreement between gene expression in blood and brain amyloid PET imaging. In a patient population of 144 patients, a gene expression biomarker was identified that demonstrated an agreement of 69% with brain amyloid PET imaging.

Highlights

  • Product development
  • Organizational update
  • Finance
  • Outlook

MCItect® re-calibration results

  • MCItect® is a prospective blood test in development aiming to select patients with amnestic Mild Cognitive Impairment who will convert to Alzheimer dementia within 2 years.
  • In October results from MCItect re-calibration study were announced:
  • 157 patients from 19 centers in Europe and the U.S. diagnosed with amnestic mild cognitive impairment (MCI), that either remained stable or progressed to Alzheimer's disease dementia during a two-year period
  • The total prediction accuracy of this enhanced version of MCItect® was 75%, with 75% sensitivity and 73% specificity

AMYtect™ study results

  • AMYtect™ is an IVD blood test to identify patients with brain amyloid that correlates with brain amyloid PET imaging
  • Developed under a collaborative research agreement with GE Healthcare
  • In January 2014 final results from an exploratory study were announced:
  • 144 patients of which 118 were diagnosed with suspected mild cognitive impairment and 26 were healthy control
  • An exploratory gene signature candidate showed an agreement between gene expression in blood and brain amyloid PET imaging of 69%

Product development going forward

  • The Company has suspended any further research and development activities until the Company has decided on the way forward. This includes any further development work on MCItect® and AMYtect®
  • The Company has also taken the necessary steps to minimise the future operating expenditure

  • Highlights

  • Product development
  • Organizational update
  • Finance
  • Outlook

Organizational update

  • All the staff and management were given notice of termination in October 2013
  • On 22 November the extraordinary general meeting resolved to elect Hanne Holen (chairman), Øystein Stray Spetalen and Martin Nes as members of the board of directors in DiaGenic
  • Effective from 1st February Ruben Ekbråten was appointed Acting Chief Executive Officer of DiaGenic
  • Effective from 1st February 2014 DiaGenic has changed address to: Sjølyst plass 2, 0278 Oslo, Norway

  • Highlights

  • Product development
  • Organizational update
  • Finance
  • Outlook

Finance, Profit & Loss

P&L 4Q
(thousand NOK)
4Q '13 4Q '12
Revenues and grants 212 545
Depreciation and adj.
of
assets to est. realizable
values
178 (572)
Sum Operating Cost 6,827 11,099
Operating
loss
(6,804) (11,057)
Net finance 102 200
Net income (6,703) (10,857)
Other Comprehensive
Income
1,030 (4,974)

Finance, Financial position

In January 2014 DiaGenic entered into an agreement with its landlord to terminate a long term facility lease agreement in exchange for a final payment of NOK 1.5 million. This is not included in the financial statements as of 31 December 2013.

Finance, Cash position

  • NOK 11.5 million in cash at end of December 2013
  • According to estimate the Company's working capital is funded to Q3 2014, after cost reduction measures, but not including the proposed rights issue

Finance, Proposed rights issue

  • The Board has proposed a rights issue of NOK 50 million
  • Subscription price of NOK 0.50 per share
  • Approx. 12.25 tradable subscription rights for each share held in DiaGenic as per 25th February
  • The Company has secured a full underwriting of the Rights Issue through an underwriting syndicate
  • The proposed Rights Issue remains subject to shareholder approval at the extraordinary general meeting to be held on 25th February

  • Highlights

  • Product development
  • Organizational update
  • Financial results

Outlook

Outlook

  • Secure financing of the Company through the proposed rights issue
  • Continue the restructuring process to enable the Company to pursue growth and development in its existing business, through new opportunities within biotech/pharmaceuticals or other areas

Thank you!

• Q&A

DiaGenic ASA Sjølyst plass 2, N-0278 Oslo, Norway Tel +47 23 24 89 50 Mail: [email protected] www.diagenic.com

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