TRIPEP’S RIGHTS ISSUE – SUMMARY IN ENGLISH

Report this content

Background and reasons Tripep AB (publ) (”Tripep”) develops and commercialises its own pharmaceutical products candidates based on the technologies for which the company has applied for or holds a patent. At present, Tripep’s strategic goal is to further develop and commercialise the pharmaceutical product candidate, alfaHGA, together with a partner. In order to achieve this strategic goal, Tripep is conducting under its own auspices a combined safety and effects trial (phase I and an initial phase II study) of alfaHGA on HIV-infected, but otherwise healthy, individuals. The trial is being conducted in Thailand, and the application documents were submitted to the governmental authorities in February 2005. In addition to the trial itself, Tripep is concentrating its resources to ensure that the documentation maintains the highest quality standard and, to the extent possible, is taking preparatory contacts with the governmental authorities in order that the administration of future trials continues to be efficient. For this purpose, the production of a development plan is underway, which will be presented to selected governmental authorities in Europe and the US. In addition, Tripep is working on producing suitable dosage forms. The new issue is intended to allow Tripep to be able to conduct these activities while maintaining the highest possible degree of independence and financial freedom. The phase I/II trial will be carried out as a combined safety and effects trial. The trial will be carried out on HIV positive individuals who do not display any symptoms, rendering possible the dual purpose of the trial. Side effects will be studied while preliminary data concerning the treatment effects are obtained. The trial will be conducted in three treatment groups, commonly referred to as “arms”, in respect of which each arm lasts eight weeks; treatment over four weeks followed immediately by follow-up over four weeks. The arms are distinguished by the dosage. After the first arm, the governmental authorities will conduct a safety evaluation prior to the commencement of the subsequent two arms, which will be conducted in parallel. It is difficult to assess the amount of time for this safety evaluation, but Tripep will make every effort to avoid delays. alfaHGA’s mode of action is different from all drugs used to fight HIV or which are under development. Estimating future revenues for financial development is associated with tremendous uncertainty. Tripep’s assessment is that a new, unique product with a new mode of action such as alfaHGA has great commercial potential and will encounter limited competition if and when the clinical research results demonstrate that the product is safe and effective. In the event of a positive result from the planned phase I/II study, Tripep believes that the development of alfaHGA will have progressed sufficiently that it is possible to negotiate with one or more interested parties regarding the continued commercialisation of alfaHGA. Upon full subscription, the current new share issue will generate approximately SEK 28 million less costs of the issue. The capital obtained by Tripep will be used for clinical trials of alfaHGA and to satisfy the company’s operating capital needs. In the event the options issued in the new share issue are fully exercised, the company will obtain additional funds of approximately SEK 25.4 million. This capital contribution is earmarked for future phases in the development of alfaHGA and the company’s other projects. The issue of shares and warrants The Board of Directors of Tripep resolved on May 23, 2005, subject to approval by the shareholders, to issue no more than 5,083,333 shares with preferential rights for existing shareholders. The resolution was approved by the shareholders at the extraordinary general meeting on June 9, 2005. The subscription price has been set at SEK 5.50 per share. In addition, for every share subscribed and paid for, two warrants will be received free of compensation; one per series F and series G respectively. Four series F warrants grant the right to subscribe to a new share in the period August 1, 2005 – January 31, 2006 at the subscription price of SEK 8.00 per share. Four series G warrants grant the right to subscribe to a new share in the period August 1, 2005 – August 31, 2006 at the subscription price of SEK 12.00 per share. The share issue will bring in SEK 28 million (less costs of the issue which are estimated to SEK 4.2 million) to Tripep. The share issue is being fully underwritten by subscription guarantees. Tripep’s largest shareholder, Dormant Properties AB, which owns approximately 21% of the shares, has undertaken to subscribe for its full share of the new share issue. The remaining new shares are underwritten by a syndicate which includes Dormant Properties AB. Dormant Properties AB is controlled by the Chairman of the Board of Directors of Tripep, Rolf L. Nordström. After completion of the share issue, the share capital will amount to SEK 4,066,666.60 divided into 20,333,333 shares, each having a nominal value of SEK 0.20. Assuming that all series F and series G warrants are exercised, Tripep will raise an additional SEK 25.4 million, which would increase the share capital to SEK 4,574,999.80, divided into 22,874,999 shares. The Board of Directors of Tripep has prepared a prospectus, which is only available in a Swedish language version. The prospectus has been approved by and registered with the Swedish Financial Supervisory Authority (Swedish: Finansinspektionen), in accordance with the provisions of Chapter 2, § 4 of the Financial Instruments Trading Act (1991:980). Such approval and registration do not imply that the Swedish Financial Supervisory Authority guarantees that the factual information contained in the prospectus is correct or complete. The prospectus contains previously disclosed information and is based on Tripep’s annual report for 2004 and the interim report for the first quarter 2005. The annual report and the interim report are available in English language versions on Tripeps webb site, www.tripep.se. Neither the shares or the subscription rights, nor the warrants in Tripep are the subject of public trading or an application for such in any country other than Sweden. The offer to participate in the rights issue is not directed at persons whose participation requires any additional prospectus, registration or measures other than those prescribed by Swedish law. The prospectus may not be distributed to or within any country where the distribution or offer requires such additional prospectus or other measures or conflicts with prevailing legislation in such countries. Terms and conditions Issue of shares and warrants Tripep will issue no more than 5,083,333 new shares. Tripep will also issue no more than 5,083,333 series F warrants and no more than 5,083,333 series G warrants. Preferential right to subscribe Those who, on the record date of June 16, 2005, were registered as shareholders in Tripep have a preferential right to subscribe for one new share in Tripep for every three existing shares held. Each existing share gives an entitlement to one subscription right. Three subscription rights give an entitlement to subscribe to one new share. Subscription price The subscription price for the new shares is SEK 5.50 per share. No commission will be charged. Warrants For each subscribed and paid share one series F warrant and one series G warrant are received at no cost. Four series F warrants grant the right to subscribe to a new share in the period August 1, 2005 – January 31, 2006 at the subscription price of SEK 8.00 per share. Four series G warrants grant the right to subscribe to a new share in the period August 1, 2005 – August 31, 2006 at the subscription price of SEK 12.00 per share. Trading in subscription rights Trading in subscription rights will take place during the period June 22 – July 1, 2005, at the Stockholm Exchange. Subscription period Subscription for new shares shall take place during the period June 22 – July 6, 2005. Non-Swedish resident shareholders Shareholders who are resident outside Sweden can contact Mangold Fondkommission AB (phone +46-8-503 01 550; fax +46-8-503 01 551; e-mail info@mangold.se) for information on subscription and payment. Shareholders who have their shares registered in the name of a bank or some other nominee should in the first place contact the nominee for instructions. Subscription without preferential right Subscription for shares without preferential right can be effected during the subscription period, i.e. June 22 – July 6, 2005. In the event all shares issued are not subscribed for with preferential rights, the Board of Directors of Tripep will decide to what extent further allotment of shares subscribed for without preferential rights shall take place and how such allotment shall be made. Non-Swedish residents can contact Mangold Fondkommission AB (see contact details above) for further information. For more information, please contact: Rolf L. Nordström, Chairman, Tripep AB Tel: +44 20 7839 8686, mobile phone: +44 7776 137 400 E-mail: rolf.l.nordstrom@btinternet.com Jan Nilsson, CEO, Tripep AB Tel: +46 8 449 84 80, mobile phone: +46 70 466 31 63 E-mail: jan.nilsson@tripep.se

Documents & Links