Share Issue/Capital Change • Oct 7, 2010
Share Issue/Capital Change
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Successful Private Placement of NOK 70 million
Reference is made to stock exchange notice dated 15 September 2010
regarding engagement of DnB NOR Markets as financial advisor in
connection with the Company's equity financing.
As part of the Company's long-term financing, DiaGenic has carried out a
conditional private placement of NOK 70 million towards existing and new
investors (the "Private Placement") based on a book building process.
The purpose of the Private Placement is to finance operating costs and
to secure the financial strength to achieve key milestones towards
cash-flow break-even expected in 2H 2012..
The Private Placement was subscribed approximately 1.4 times. The
subscription price in the Private Placement was set to NOK 0.50 per
share and gross proceeds from the Private Placement will thus be NOK 70
million. The shares allocated in the Private Placement will constitute
approximately 67% of the outstanding shares in the Company after
registration of the capital increase. When the capital increase is
registered, the total amount of shares in DiaGenic will increase from 70
236 520 to 210 236 520 shares, each with a nominal value of NOK 0.05 per
share. The share capital will increase from NOK 3 511 826 to NOK 10 511
826 at the registration of the capital increase. Shares subscribed for
in the Private Placement are expected to be delivered to the subscribers
VPS-accounts on or about 3 November 2010 subject to the necessary
listing prospectus being approved by Oslo Børs within this date and made
public, as well as registration of the Private Placement with the
Norwegian Register of Business Enterprises.
To promote equal treatment of the shareholders, the board of directors
of DiaGenic has decided to propose a subsequent repair offering (the
"Subsequent Offering") directed at existing shareholders of the Company
that did not participate in the Private Placement. In the Subsequent
Offering it will be proposed to issue up to 60 million shares at NOK
0.50 per share directed towards shareholders in the Company as of 6
October 2010 who were not allocated shares in the Private Placement. For
the Subsequent Offering it will be proposed to issue subscription rights
that will be listed and tradable.
The Private Placement and the Subsequent Offering is conditional upon
necessary resolutions in the general meeting. The board of directors
will call for an extraordinary general meeting on 29 October 2010 with a
proposal to resolve the Private placement and the Subsequent Offering.
The Subsequent Offering is expected completed in late November/early
December 2010.
The shares in DiaGenic will trade without the right to participate in
the Subsequent Offering from and including today 7 October 2010
(ex-date).
DnB NOR Markets acts as manager for the Private Placement and the
Subsequent Offering.
For further information, please contact:
Henrik Lund (chairman of the board), phone +47 909 71 219
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