TopoTarget A/S
Symbion
Fruebjergvej 3
DK 2100 Copenhagen
Denmark
Tel: +45 39 17 83 92
Fax: +45 39 17 94 92
CVR-nr: 25695771
www.topotarget.com
To the Copenhagen Stock Exchange
Announcement No. 12-07 / Copenhagen, 19 April 2007
TopoTarget A/S convenes an Extraordinary General Meeting
Notice is hereby given that an Extraordinary General Meeting in TopoTarget A/S
will be held on:
Monday 30 April 2007 at 4.00 pm (CET)
The General Meeting will be held at:
Symbion Science Park
Fruebjergvej 3, DK-2100 Copenhagen
Meeting room M1
The agenda for the General Meeting is as follows:
1. Proposals to adopt authorisations in the company's articles of association
to the board of directors to increase the company's share capital.
A. As a new article 7a in the articles of association the following wording is
proposed:
“The Board of Directors is until 1 May 2009 authorised at one or more times to
increase the Company's share capital with up to nominal DKK 21,000,000.
Capital increases pursuant to this authorisation can only be carried out by the
Board of Directors, at one or more times, in connection with contribution in
kind of shares etc. in the Company with relation to the acquisition of Apoxis
SA and through cash contribution in connection with offering of shares in the
Company with the aim of obtaining capital to finance the consolidated
operations of Apoxis SA and the Company until the end of 2009. Capital
increases can be carried out with or without pre-emptive subscription rights
for the Company's shareholders at the discretion of the board of directors.
Capital increases shall be carried out at market price.
The new shares shall be negotiable shares issued to bearer, but may be recorded
in the name of the holder. The new shares shall not have any restrictions as to
their transferability and no shareholder shall be obliged to have the shares
redeemed fully or partly. The shares shall be with the same rights as the
existing share capital. The new shares shall give rights to dividends and other
rights in the company from the time which is determined by the Board of
Directors in connection with the decision to increase the share capital.
This authorisation shall be deemed rescinded when all payments have been
defrayed by the Company to the sellers of Apoxis SA pursuant to the conditional
share purchase agreement entered into between the sellers and the Company.”
B. In article 7 of the articles of association, the authorisation to increase
the share capital is proposed to be increased from nominal DKK 846,830 to
nominal DKK 5,000,000.
Article 7 will hereafter be worded as follows:
”The Board of Directors is until 1 May 2010 authorised at one or more times to
increase the Company's share capital with up to nominal DKK 5,000,000.
Capital increases according to this authorisation can be carried out by the
Board of Directors by way of contributions in kind (including e.g. acquisitions
of existing businesses), conversion of debt and/or cash contributions and can
be carried out with or without pre-emptive subscription rights for the
Company's shareholders at the discretion of the Board of Directors. Capital
increases shall be carried out at market value.
The new shares shall be negotiable shares issued to bearer, but may be recorded
in the name of the holder. The new shares shall not have any restrictions as to
their transferability and no shareholder shall be obliged to have the shares
redeemed fully or partly. The shares shall be with the same rights as the
existing share capital. The new shares shall give rights to dividends and other
rights in the Company from the time which is determined by the Board of
Directors in connection with the decision to increase the share capital.”
2. In article 8, 1st paragraph of the articles of association “Danske Bank,
Holmens Kanal 2-12, 1092 København K” is proposed to be changed to “VP Investor
Services A/S (VP Services A/S), Helgeshøj Allé 61, post-office box 20, 2630
Taastrup.”
The 1st paragraph of article 8 will hereafter be worded as follows:
“The Company's shares shall be bearer shares, but may be recorded in the name
of the holder in the Company's Share Register. The Company's Share Register
shall be kept and maintained by VP Securities Services, Helgeshøj Allé 61,
post-office box 20, 2630 Taastrup.”
3. Authorisation to attorney-at-law Anders Cold and/or attorney-at-law Lars
Lüthjohan Jensen to carry out the registration with the Commerce and Companies
agency of the resolutions comprised by the above.
4. Miscellaneous.
It is noted that the adoption of the proposals for amendments to the Articles
of Association comprised by item 1 and 2 on the agenda requires that the
resolution is approved by at least two thirds of the votes given and two thirds
of the votes represented at the general meeting.
The agenda and the complete proposed resolutions will be available for
inspection at the company's office c/o Symbion, Fruebjergvej 3, 2100 Copenhagen
Ø not later than eight days before the Annual General Meeting, and will not
later than eight days before the Annual General Meeting be sent to any recorded
shareholder who have requested so.
Registered shareholders will receive a request form for an admission card and
power of attorney.
Registration before the meeting is not possible. Please bring the request at
the meeting and you will receive an admission card at the entrance. Power of
attorney should be registered in advance. Please fax your power of attorney on
+45 43 58 88 67 or use enclosed envelope no later than 4.00 pm
(CET), Thursday 26 April 2007.
Shareholders, who are not registered, may request admission cards from
TopoTarget A/S´ office on all weekdays (Saturdays excepted) in accordance with
article 12 of the Articles of Association.
Copenhagen, 19 April 2007
Board of Directors
For further information, please contact:
Dr. Peter Buhl Jensen Telephone +45 39 17 83 41
Chief Executive Officer Mobile +45 21 60 89 22
Tim Corcoran Telephone +44 1235 443 713
Chief Operating Officer Mobile +44 787 656 1027
Background information
About TopoTarget
TopoTarget (OMX - The Nordic Exchange: TOPO) is a biopharmaceutical company,
headquartered in Denmark and with subsidiaries in the UK, Germany and the USA,
dedicated to finding ''Answers for Cancer'' and developing improved cancer
therapies. TopoTarget is founded and run by clinical cancer specialists and
combines years of hands-on clinical experience with in-depth understanding of
the molecular mechanisms of cancer. Focus lies on highly predictive cancer
models and key cancer enzyme regula-tors (mainly HDAC, mTOR, and topoisomerase
II inhibitors) and a strong development foundation has been built. TopoTarget
has a broad portfolio of small molecule preclini-cal drug candidates and seven
drugs are in clinical development, including both novel anti-cancer
therapeutics and new cancer indications for existing drugs. Savene™ is
TopoTarget's first product on the market. In addition to organic growth,
TopoTarget consistently looks for opportunities to strengthen and expand its
activities through acquisitions and in-licensing. For more information, please
refer to
www.topotarget.com.
TopoTarget Safe Harbour Statement
This announcement may contain forward-looking statements, including statements
about our expectations of the progression of our preclinical and clinical
pipeline including the timing for commencement and completion of clinical
trials and with respect to cash burn guidance. Such statements are based on
management's current expectations and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. TopoTarget cautions investors
that there can be no assurance that actual results or business conditions will
not differ materially from those projected or suggested in such forward-looking
statements as a result of various factors, including, but not limited to, the
following: the risk that any one or more of the drug development programs of
TopoTarget will not proceed as planned for technical, scientific or commercial
reasons or due to patient enrolment issues or based on new information from
non-clinical or clinical studies or from other sources; the success of
competing products and technologies; technological uncertainty and product
development risks; uncertainty of addi-tional funding; TopoTarget's history of
incurring losses and the uncertainty of achieving profitability; TopoTarget's
stage of development as a biopharmaceutical company; government regulation;
patent infringement claims against TopoTarget's products, processes and
technologies; the ability to protect TopoTarget's patents and proprietary
rights; uncertainties relating to commercialization rights; and product
liability expo-sure; We disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise, unless required by law.
