PRELIMINARY RESULT IN THE SUBSEQUENT REPAIR 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, 24 April 2013
Reference is made to the stock exchange notices published by DiaGenic ASA (the “Company”) regarding the subsequent repair offering (the “Subsequent Offering”) of up to 11,666,666 new shares (the “Offer Shares”) in the Company at a subscription price of NOK 0.60 per Offer Share.
The subscription period for the subsequent repair offering in DiaGenic ASA (“DiaGenic” or the “Company”) ended on 23 April 2013 at 16:30 CET. Preliminary counting indicates that DiaGenic has received subscriptions for 4,641,639 new shares at the end of the subscription period.
The final allocation of the shares offered in the subsequent repair offering is expected to take place on 29 April 2013 in accordance with the allocation criteria set out in the Company’s prospectus dated 5 April 2013.
The final result of the subsequent repair offering is expected to be published on or about 29 April 2013. Allocation letters giving notification of allocated new shares and the corresponding subscription amount to be paid by each subscriber will be sent on the same day.
Payment for the allocated shares falls due on 3 May 2013. The new shares may not be transferred or traded before they are fully paid, the share capital increase pertaining to the subsequent repair offering has been registered with the Norwegian Register of Business Enterprises and the new shares have been delivered to the relevant subscriber’s VPS-account.
DNB Markets, a part of DNB Bank ASA, is acting as a manager for the subsequent repair offering.
For more information please contact:
Henrik Lund, Chairman, DiaGenic ASA, Phone +47 90 97 12 19
Paul de Potocki, CEO, DiaGenic ASA, Phone +47 23 24 89 67
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 and the Subsequent Offering are defined in the Company’s prospectus dated 5 April 2013). 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 has not been 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 issued in the Private Placement and the shares to be issued in 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 has not been a 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