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Genmab — Capital/Financing Update 2014
Jan 29, 2014
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Download source fileTHIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Company Announcement
-- The previously announced private placement has closed and the capital
increase from the private placement of 4,600,000 shares has been registered
-- The new share capital consists of 56,355,722 shares with a nominal value of
DKK 1 each
Copenhagen, Denmark; January 29, 2014 - Genmab A/S (OMX: GEN) announced today
that the capital increase from the private placement (see Company Announcement
No. 3 dated January 24, 2014) has now been registered with the Danish Business
Authority.
Following the capital increase, Genmab has a registered nominal share capital
of DKK 56,355,722 divided into 56,355,722 shares of DKK 1 each. Genmab's
updated articles of association will be published separately and are available
at Genmab's website, www.genmab.com.
The new shares will rank pari passu in all respects with existing Genmab shares.
Expected date of admission for trading and official listing of the new shares
is January 30, 2014. The new shares will be admitted to trading and official
listing under the existing ISIN securities identification code for Genmab’s
shares.
About Genmab A/S
Genmab is a publicly traded, international biotechnology company specializing
in the creation and development of differentiated human antibody therapeutics
for the treatment of cancer. Founded in 1999, the company’s first marketed
antibody, ofatumumab (Arzerra®), was approved to treat chronic lymphocytic
leukemia in patients who are refractory to fludarabine and alemtuzumab after
less than eight years in development. Genmab’s validated and next generation
antibody technologies are expected to provide a steady stream of future product
candidates. Partnering of innovative product candidates and technologies is a
key focus of Genmab’s strategy and the company has alliances with top tier
pharmaceutical and biotechnology companies. For more information visit
www.genmab.com.
Contact:
Rachel Curtis Gravesen, Senior Vice President, Investor Relations &
Communications
T: +45 33 44 77 20; M: +45 25 12 62 60; E: [email protected]
The distribution of this press release in certain jurisdictions may be
restricted by law. No action has been taken by Genmab or its placement agents,
or any of their respective affiliates, that would permit a public offer of the
new shares in any jurisdiction where action for that purpose is required. This
announcement is for information purposes only and does not constitute an offer
to purchase or the solicitation of an offer to buy any new shares in any
jurisdiction in which such an offer or solicitation is unlawful. Persons into
whose possession this press release comes are required to inform themselves
about and to observe any such restrictions.
This announcement and the information contained herein is not an offer of
securities for sale in the United States. The securities discussed herein have
not been and will not be registered under the Securities Act of 1933, as
amended (the “Securities Act”) and may not be offered or sold in the United
States absent registration or an exemption from registration under the
Securities Act. This announcement is not for distribution directly or
indirectly in or into the United States, Canada, Australia, Japan or the
Republic of South Africa and does not constitute an offer of securities for
sale in any of those jurisdictions or any other jurisdiction in which such an
offer would be unlawful. No public offering of the securities referred to
herein will be made in Denmark or elsewhere.
This announcement is not an offer to sell nor a solicitation to buy the new
shares nor a prospectus for the purposes of Directive 2003/71/EC (such
Directive, together with any applicable implementing measures in the relevant
member state of the European Economic Area and as amended, including by
Directive 2010/73/EU, to the extent implemented in the relevant member state,
the “Prospectus Directive”). There will be no offer to the public of the new
shares in any member state of the European Economic Area and no prospectus or
other offering document has been or will be prepared in connection with the
sale of the new shares by the Company. In the European Economic Area the new
shares will only be offered and sold to “qualified investors” as defined in the
Prospectus Directive or in other circumstances falling within Article 3(2) of
the Prospectus Directive.
This announcement does not constitute an offer of the new shares to the public
in the United Kingdom, nor is it intended to be an inducement to engage in
investment activity for the purpose of section 21 of the Financial Services and
Markets Act 2000 (as amended) of the United Kingdom. Consequently, this
announcement is only directed at (i) persons who are outside the United
Kingdom; (ii) investment professionals within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotions) Order 2005 as amended (the
“Order”); (iii) persons falling within Article 49(2)(a)-(d) of the Order; or
(iv) other persons to whom it may be lawfully be communicated, together being
referred to as “relevant persons”. The new shares are only available to, and
any invitation, offer or agreement to purchase or otherwise acquire the new
shares will be engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its contents.
This announcement does not constitute or form part of, and should not be
construed as an offer or the solicitation of an offer to subscribe for or
purchase the new shares, and nothing contained therein shall form the basis of
or be relied on in connection with any contract or commitment whatsoever, nor
does it constitute a recommendation regarding the new shares. An investment
decision to buy any of the new shares in the private placement must be made
solely on the basis of the information disclosed by Genmab in its Company
Announcements (including the documents attached thereto or referenced therein).
Such information is not the responsibility of, and has not been independently
verified by any of the placement agents or their respective affiliates. The
placement agents are acting only for Genmab in connection with the private
placement and no one else, and will not be responsible to anyone other than
Genmab for providing the protections offered to their clients nor for providing
advice in relation to the private placement.
This Company Announcement contains forward looking statements. The words
“believe”, “expect”, “anticipate”, “intend” and “plan” and similar expressions
identify forward looking statements. Actual results or performance may differ
materially from any future results or performance expressed or implied by such
statements. The important factors that could cause our actual results or
performance to differ materially include, among others, risks associated with
pre-clinical and clinical development of products, uncertainties related to the
outcome and conduct of clinical trials including unforeseen safety issues,
uncertainties related to product manufacturing, the lack of market acceptance
of our products, our inability to manage growth, the competitive environment in
relation to our business area and markets, our inability to attract and retain
suitably qualified personnel, the unenforceability or lack of protection of our
patents and proprietary rights, our relationships with affiliated entities,
changes and developments in technology which may render our products obsolete,
and other factors. For a further discussion of these risks, please refer to the
risk management sections in Genmab’s most recent financial reports, which are
available on www.genmab.com. Genmab does not undertake any obligation to update
or revise forward looking statements in this Company Announcement nor to
confirm such statements in relation to actual results, unless required by law.
Genmab A/S and its subsidiaries own the following trademarks: Genmab®; the
Y-shaped Genmab logo®; Genmab in combination with the Y-shaped Genmab logo(TM);
the DuoBody logo™; HuMax®; HuMax-CD20®; DuoBody®, HexaBody(TM) and UniBody®.
Arzerra® is a registered trademark of GlaxoSmithKline.
Company Announcement no. 04
CVR no. 2102 3884
Genmab A/S
Bredgade 34E
1260 Copenhagen K
Denmark