Information on the subsequent offering
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, 18 March 2013
Reference is made to the stock exchange notices published by DiaGenic ASA (the “Company”) dated 8 March 2013 and 11 March 2013, regarding a private placement of 50,000,000 new shares in the Company (the “Private Placement”) and notice for an extraordinary general meeting of the Company to be held on 2 April 2013 (the “EGM”).
The board of directors of the Company has proposed that the EGM resolves a subsequent offering with gross proceeds of up to NOK 7 million by issue of up to 11,666,666 new shares (the “Subsequent Offering”). Existing shareholders of the Company as at 7 March 2013, as registered in the shareholder register in VPS as at 12 March 2013 (the “Record Date”), except for shareholders that were allocated shares in the Private Placement, will be granted approximately 0.64 transferable subscription right per each share registered as held at the Record Date. The number of subscription rights granted to each shareholder will be rounded down to the nearest whole subscription right. Each subscription right will give the right to subscribe for and be allocated one new share in the Subsequent Offering (subject to the restrictions described below). The subscription rights shall be applied for listing on Oslo Børs. Oversubscription will be permitted. Subscription of new shares without subscription rights will not be permitted.
Shareholders (or other persons) who, in the Company’s view, are resident in a jurisdiction where such offering of shares would be unlawful or (for jurisdictions other than Norway) would require any prospectus, registration or similar action will not be allowed to participate in the Subsequent Offering.
The subscription price in the Subsequent Offering will be NOK 0.60 per share, which is the same as in the Private Placement. The subscription period in the Subsequent Offering is expected to commence on 9 April 2013 and end on 23 April 2013 at 16:30 CET. If a prospectus is not approved by the Financial Supervisory Authority of Norway in time for the subscription period to commence on 9 April 2013, the subscription period shall commence on the first trading day on Oslo Børs after such approval has been obtained and end two weeks thereafter.
The Subsequent Offering is conditional upon (i) 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.
For further information, please contact:
Paul de Potocki, CEO, DiaGenic ASA, Phone +47 23 24 89 67
Ruben Ekbråten, CFO, DiaGenic ASA, Phone +47 23 24 89 53
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 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.
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