Contemplated private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE NOTICE.
Oslo, 7 March 2013
Reference is made to the press release published by DiaGenic ASA ("DiaGenic" or the "Company", ticker "DIAG") on 15 February 2013 regarding a potential share issue in the Company. The Company has decided to effect a private placement of new shares raising gross proceeds of approximately NOK 30 million directed towards Norwegian and international investors after the close of Oslo Stock Exchange today (the "Private Placement"). DNB Markets acts as financial adviser and bookrunner (the "Bookrunner") in the Private Placement.
The Private Placement comprises an offering (i) towards the 100 largest shareholders of the Company as registered in the VPS on 7 March 2013, the Company’s management and members of the board of directors, in addition to selected external investors, where the total number of investors is limited to 149 and the minimum subscription and allocation amount is set to NOK 10,000, and (ii) towards other existing shareholders and external investors where the minimum subscription and allocation amount is set to the NOK or share equivalent of EUR 100,000, who may lawfully participate in the Private Placement. The number of shares to be issued and the subscription price in the Private Placement will be decided by the Board of Directors on the basis of the bookbuilding process.
The Company's major shareholders and other investors have pre-committed to subscribe for in excess of NOK 15 million. In addition, pre-commitments for subscription of new shares for approximately NOK 0.5 million have been received from the Company’s management and members of the board of directors.
The net proceeds to the Company from the Private Placement will be used to finance operating costs and to secure funding to achieve key near term product development milestones. Priorities include validation and CE marking of MCItect® and ADtect®, read-out of the AMYtectTM study in collaboration with GE Healthcare, and an initial meeting with Food and Drug Administration (FDA) which forms part of the process towards regulatory clearance in the US. In parallel, the Company is and will continue to evaluate opportunities to achieve commercially meaningful partnerships for its products following CE marking and study readout respectively, as well considering a trade sale at a valuation attractive to its shareholders.
The bookbuilding period starts today (7 March 2013) at 16:30 CET, and closes on 8 March 2013 at 08:00 CET. The Company and the Bookrunner may, however, at any time and without further notice, resolve to close or extend the bookbuilding period at their sole discretion.
The completion of the Private Placement will be conditional upon (i) all necessary corporate resolutions being validly made, including without limitation approval by an Extraordinary General Meeting of the Company expected to be held on or about 2 April 2013 (the "EGM"), and (ii) registration of the increased share capital of the Company pursuant to the Private Placement in the Norwegian Register of Business Enterprises.
Subject to successful placement of the Private Placement, the Board of Directors intends to propose a subsequent offering (the "Subsequent Offering") . The subscription price in the Subsequent Offering will be the same as in the Private Placement. The Company’s shareholders as of 7 March 2013 (as registered in the shareholder register in VPS as of 12 March 2013), except for the shareholders that were allocated shares in the Private Placement, will receive transferable subscription rights based on their shareholdings as at that date. Shareholders who are resident in a jurisdiction where such offering of shares would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action will not be allowed to participate in the Subsequent Offering. The commencement of the Subsequent Offering is conditional upon (i) all necessary corporate resolutions being validly made, including without limitation approval by the EGM, and (ii) a prospectus being prepared in accordance with the Norwegian Securities Trading Act and approved by the Financial Supervisory Authority of Norway.
Subject to a successful placement of the Private Placement, the DiaGenic share will be traded ex the right to participate in the Subsequent Offering from and including 8 March 2013.
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's manager is acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contemplated Private Placement, the Subsequent Offering, the contents of this announcement or any of the matters referred to herein. The Private Placement, the Subsequent Offering and the distribution of this announcement and other information in connection with the Private Placement and the Subsequent Offering may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction.
The Private Placement and the Subsequent Offering will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the Private Placement or the Subsequent Offering in any jurisdiction outside of Norway in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares of the Company, including the shares to be issued in the Private Placement and the Subsequent Offering, have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States.
This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in relevant offering documentation to be distributed and made available by the Company only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Paul de Potocki, Chief Executive Officer
Telephone: 47 2324 8950
About DiaGenic ASA
DiaGenic is an innovative Norwegian diagnostic company that seeks to create value for patients, partners and investors by developing innovative and patient friendly in vitro diagnostic (IVD) products for early detection of diseases. The company’s proprietary concept implies that a disease evokes systemic responses in the blood unique for the disease, and which can be measured by using a blood sample. DiaGenic is a world leader in identifying gene expression signatures in blood and is focused on the development of IVD biomarker products in the field of Alzheimer’s disease. The company protects its technology through an extensive patent portfolio. DiaGenic is listed on the Oslo Stock Exchange. For more information please visit: www.diagenic.com