16: Increase of the share capital through a cash issue, private placement
September 14 2011
September 14, 2011
Announcement no. 16
Increase of the share capital through a cash issue, private placement
The Board of BioPorto A/S today has decided to carry out a cash issue, private placement.
The capital increase will be effected by means of the Board’s exercise of the authorization stipulated in Article 16 of the Company’s Articles of Association, whereby the Board is authorized until 31 March 2014 to increase the share capital on one or more occasions by issuing new shares up to the nominal value of DKK 100,000,000.
The capital increase takes the form of a cash issue for a limited number of shareholders without a pre-emptive right for the Company’s previous shareholders. The public offering is 2,700,000 new shares at a price of DKK 3 each, equivalent to the nominal value of DKK 8,100,000, offered for subscription to two pension funds and a small number of large-scale private investors.
The new shares equate to 6.36% of BioPorto’s registered share capital before the capital increase, thus making the cash issue exempt from the obligation to publish a prospectus.
The same rights apply to newly subscribed shares as to the existing shares, whereby it is specifically noted that the new shares are transferable and freely negotiable. The subscription price is 166.67, which equates to DKK 5.00 per share at a nominal value of DKK 3.00. The price exceeds the weighted average price of the stock over the past ten trading days.
The company has received binding acceptance of subscriptions in excess of the full amount of the increase. The capital increase will be registered with the Danish Commerce and Companies Agency as soon as the amount of the increase has been realized.
The company will arrange for the inclusion of the new shares for trading on NASDAQ OMX Copenhagen; this is anticipated for September 21, 2011.
Proceeds and use of proceeds
The total proceeds from the share issuance amount to DKK 13.5 million, from which transaction costs - budgeted at DKK 0.75 million - must be deducted.
The proceeds from the share issuance will be used to implement a supplementary clinical validation study to facilitate registration of The NGAL Test™ with the US Food and Drug Administration. In addition, an increase in marketing efforts is planned, notably with a view to guiding and assisting hospital laboratories and doctors in the implementation phase and thus increasing market penetration in other markets. At the same time, the injection of capital will minimize financial risks and increase flexibility in relation to negotiating agreements with major diagnostics companies concerning the sale of The NGAL Test™ and the conclusion of additional licensing agreements concerning the company’s NGAL IP. It is still expected that BioPorto’s future financing will be secured through increasing sales income, primarily from sales of The NGAL Test.
For further information, please contact:
Frank Harder, CFO
Thea Olesen, CEO
Telephone +45 4529 0000, e-mail firstname.lastname@example.org