In accordance with the Company’s previously announced plans for securing additional funding, the Board of BioPorto has today decided to offer a minimum of 40,000,000 and maximum of 70,724,526 new shares completed with pre-emptive subscription rights to existing shareholders (the “Offering”). The subscription price is DKK 1 per new share.
The Company has received advance undertakings as well as guarantee commitments to subscribe for a total of 45,237,435 new shares equal to 64% of the Offering and exceeding the minimum offer of 40,000,000 new shares. The new management of BioPorto has experienced a strong support for the rights issue and the management expects that the completion of the Offer will provide a solid base for the further development of BioPorto.
Main features of the Offering
- The offering comprises of a minimum of 40,000,000 and maximum of 70,724,526 new shares each with a nominal value of DKK 1 (“Offer Shares”).
- The subscription price is DKK 1 per share of nominally DKK 1.
- The offering will be completed with pre-emptive subscription rights to existing shareholders in BioPorto A/S.
- The subscription period commences on August 23, 2013 and closes on September 5, 2013.
The board of directors of BioPorto A/S has resolved to exercise the authorisation in article 16a of BioPorto A/S’s articles of association to increase the share capital of the company. In connection with the Offering, BioPorto A/S publishes a prospectus in accordance with the rules on proportional disclosure in relation to issuance with pre-emptive subscription rights.
The basis of the Offering and the application of the proceeds
In recent years, BioPorto A/S has focused on the development and marketing of The NGAL TestTM, a diagnostic test to measure acute kidney injury. In order to continue the marketing and to pursue implementation of The NGAL TestTM, the company has resolved to raise additional capital through the Offering.
Upon full subscription of the Offering, the gross proceeds will amount to a total of DKK 70,724,526 and the estimated net proceeds are expected to amount to approximately DKK 65.4 million. Upon minimum subscription of 40,000,000 shares, the estimated net proceedsare expected to amount to approximately DKK 35 million.
Upon completion of the Offering, an amount of DKK 8 million of the proceeds will be applied to settle the bridge financing, which the company obtained in June 2013, and thus will be converted into Offer Shares. Furthermore, the company expects to apply DKK 13.5 million of the proceeds to settle convertible bonds issued by the company in ISIN code DK0030263454. The bridge financing and the convertible bonds fall due on 16 and 20 September 2013, respectively. Approximately DKK 1,3 million is expected to be applied as payment of accrued interest of the bridge financing and the convertible bonds.
BioPorto A/S contemplates to use the rest of the net proceeds from the Offering to further develop the product portfolio of BioPorto A/S, to promote NGAL tests, especially The NGAL TestTM, to ensure the company’s IP rights as well as general application in the company.
Advance undertakings and guarantee commitments
A group of investors have submitted binding advance undertakings to subscribe for in total 30,823,618 Offer Shares equivalent to combined gross proceeds of DKK 30,823,618 by way of exercise of subscription rights or by subscription of any remaining shares. The company’s CEO has undertaken to acquire and exercise, personally or through a company controlled by the CEO, subscription rights or to acquire shares for an aggregate amount of DKK 200,000. In addition, a group of investors have submitted binding guarantee commitments to subscribe for an additional 14,413,817 Offer Shares. Consequently, the company has obtained advance undertakings as well as guarantee commitments for an amount exceeding the minimum gross proceeds of DKK 40,000,000. A minimum of 15.4 million Offer Shares (equivalent to a subscription amount of DKK 15.4 million) are expected to be paid in full or in part by conversion of loans.
The commitments are subject to the prospectus being approved by the Danish Financial Supervisory Authority and a conditional approval of the admission of the Offer Shares to trading and official listing on NASDAQ OMX Copenhagen A/S. These conditions are met on the date of the prospectus. The advance undertakings and the guarantee commitments may be cancelled, if the company prior to the expiration of subscription period for the Offer Shares, publishes a company announcement concerning matters, which from the perspective of the Company has a material adverse effect on the company’s business, economic position and/or future prospects.
Terms of the Offering
The Offering
The Offering comprises of a minimum of 40,000,000 and a maximum of 70,724,526 shares of nominally DKK 1 each with pre-emptive subscription rights to the company’s existing shareholders.
Offer price
The new shares are offered at a price of DKK 1 per share of nominally DKK 1.
Subscription ratio
The Offering is completed at the ratio of 2:3, which implies that any exsisting shareholder of the company registered as shareholder with VP Securities A/S on August 21, 2013 at 12.30 p.m. CET will be allocated three (3) subscription rights per one (1) existing share. Two (2) subscription rights will entitle the holder to subscribe for one (1) Offer Share with a nominal value of DKK 1.
Trading in subscription rights
The subscription rights can be traded on NASDAQ OMX Copenhagen A/S during the period from August 20, 2013 at 9.00 a.m. CET to September 2, 2013 at 5.00 p.m. CET. The subscription rights are issued in ISIN code DK0060500858.
Subscription period
The subscription period for the Offer Shares commences on August 23, 2013 and closes on September 5, 2013 at 5.00 p.m. CET. Any subscription rights that are not exercised in the subscription period will lapse and hereafter have no value and the holder of such subscription rights will not be entitled to compensation.
Payment and delivery
Upon exercise of the subscription rights, the holder must pay DKK 1 per Offer Share subscribed for. Payment of the Offer Shares shall be made in Danish Kroner (DKK) on the date of subscription, however, not later than September 5, 2013 at 5.00 p.m. CET.
By agreement with the Company, payment can be made by deposits of debt in the form of convertible bonds issued by the Company in ISIN code DK0030263454.
Remaining Shares
Offer Shares which are not subscribed for by exercise of subscription rights (“Remaining Shares”) may, without compensation to the holders of the unexercised subscription rights, be subscribed for by existing shareholders, who have made a binding undertaking to subscribe for the Remaining Shares at the subscription price before the expiration of the subscription period. Further, the company may allow qualified investors to subscribe for the Remaining Shares.
Trading and official listing of Offer Shares
Prior to the completion of the Offer, the Offer Shares will be registered under a temporary and unlisted ISIN code. Upon completion of the Offering, the Offer Shares will be registered and admitted for trading and official listing with NASDAQ OMX Copenhagen A/S. The admission for trading is effected by merging the temporary ISIN codes with the ISIN code of existing shares. The merger of the ISIN codes will occur as soon as possible after the registration of the Offer Shares with the Danish Business Authority, which is expected to occur on September 12, 2013 provided that the Offering is completed.
Cancellation or withdrawal of the Offering
The completion of the Offering is conditional upon subscription of Offer Shares resulting in gross proceeds of at least DKK 40 million, equivalent to a minimum subscription of 40,000,000 Offer Shares against payment of DKK 1 per Offer Share. If the condition is not satisfied, the Offering will be withdrawn.
Furthermore, BioPorto A/S may at any time cancel the Offering prior to registration of the capital increase with the Danish Business Authority, in respect of the Offer Shares, under certain circumstances and unpredicted events.
If the Offering is cancelled, an announcement will be published through NASDAQ OMX Copenhagen A/S as soon as possible.
Expected timetable:
Timetable
August 19, 2013 Last day of trading in existing shares, including subscription rights
(assuming trade with usual value of three (3) trading days)
August 20, 2013 First day of trading in existing shares, excluding subscription rights
(assuming trade with usual value of three (3) trading days)
August 20, 2013 First day of trading of subscription rights on NASDAQ OMX
August 21, 2013 Allocation of subscription rights ( at 12.30 p.m. CET via VP Securities)
August 23, 2013 First day of the subscription period
September 2, 2013 Last day of trading of subscription rights on NASDAQ OMX
September 5, 2013 Last day of the subscription period
Not later than five (5) bank days after the expiration of the subscription period
(expectedly on September 11, 2013) Announcement of the result of the Offering
September 12, 2013 Expected registration of the Offer Shares with the Danish Business Authority
September 17, 2013 Expected first trading day of the Offer Shares at NASDAQ OMX
Prospectus
The prospectus is available for review at the address of BioPorto A/S from today’s date until September 5, 2013 and can be reviewed on all weekdays from 9.00 a.m. until 4.00 p.m. CET.
BioPorto A/S
Grusbakken 8
DK-2820 Gentofte
Tel: +45 45 29 00 00
E-mail: info@bioporto.com
With certain limitations, the prospectus can also be downloaded from the website of BioPorto A/S (www.bioporto.com). Apart from information that is incorporated into the prospectus by reference, the contents of the website of BioPorto A/S do not form part of the prospectus.
BioPorto A/S
For further information please contact:
Peter Mørch Eriksen, CEO
Christina Thomsen, Investor Relations
Tel. +45 45 29 00 00, mail investor@bioporto.com
This announcement does not constitute an offer to buy or sell securities in BioPorto A/S (“Securities”) and it is not a solicitation to make an offer to buy or sell Securities.
The issuer of the Securities has not registered and does not intend to register the Securities or any portion thereof in the United States, Canada, Australia or Japan or in any other jurisdiction and does not intend to make a public offering of the Securities in the United States, Canada, Australia or Japan or in any other jurisdiction except from Denmark.
This announcement may not be distributed in or otherwise made available, the Offer Shares may not be offered or sold, directly or indirectly, and the subscription rights may not be exercised or otherwise offered or sold, directly or indirectly, in the United States, Canada, Australia or Japan or any jurisdiction outside Denmark, unless such distribution, offering, sale or exercise is permitted under applicable laws in the relevant jurisdiction, and BioPorto A/S has received satisfactory documentation to that effect.
The prospectus, the Offering, the subscription rights and the Offer Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission or any other U.S. regulatory authority. The subscription rights and the Offer Shares are not and will not be registered under the US Securities Act of 1933 as amended (“Securities Act”) or any state or securities laws in the United States. Any transfer of subscription rights and any offer and/or sale of the Offer Shares are not permitted except by offer and sale in accordance with Regulation S under the Securities Act.
