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
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA,
JAPAN OR AUSTRALIA
To the Copenhagen Stock Exchange
Announcement No. 20-07 / Copenhagen, 4 June 2007
TopoTarget announces offering circular in connection with the offering of new
shares and issuance of consideration shares to the owners of Apoxis SA
Copenhagen, Denmark - 4 June 2007 - TopoTarget A/S (Copenhagen Stock Exchange:
TOPO) today announces an offering circular in connection with the company's
offering of between 12 million and 15 million new shares each with a nominal
value of DKK 1 on the Copenhagen Stock Exchange and the issuance of
consideration shares to the owners of Apoxis SA. The company will host a
conference call on Wednesday, 6 June at 14.00 Copenhagen time.
TopoTarget
TopoTarget (CSE: TOPO) is a biopharmaceutical company headquartered in Denmark
and with subsidiaries in the UK, Germany and the USA. The company is dedicated
to finding “Answers for Cancer” and developing anti-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 predictive cancer models and key enzyme
regulators (mainly HDAC, mTOR, and topoisomerase II inhibitors) and a strong
development foundation has been built. TopoTarget has a broad portfolio of
small molecule preclinical drug candidates and six products are in clinical
development, consisting of both novel anti-cancer therapeutics and new cancer
indications for existing drugs. Savene™ is TopoTarget's first marketed product.
In addition to organic growth, TopoTarget consistently looks for opportunities
to strengthen and expand its activities through acquisitions and in-licensing.
The offering circular includes a description of the company and the conditions
of the offering of shares.
Reasons for the offering
The offering is undertaken in order to finance the operations of TopoTarget
after the acquisition of Apoxis SA (“Apoxis”) and develop the combined
pipeline, which will comprise eight products in clinical development after the
acquisition.
The offering
The offering consists of between 12 million and 15 million new shares in
TopoTarget at market price without pre-emptive rights for the existing
shareholders (the “Offer Shares”). The offering consists of a public offering
in Denmark (the “Danish Public Offering”) and an international private
placement in certain jurisdictions outside the United States to institutional
investors in reliance upon Regulation S (“Regulation S”) under the United
States Securities Act of 1933, as amended, (the “U.S. Securities Act”) (the
“International Offering”, and, together with the Danish Public Offering, the
“Offering”).
ABN AMRO Rothschild, Danske Markets (division af Danske Bank A/S) and
Handelsbanken Capital Markets (Division of Svenska Handelsbanken AB (publ.))
act as Joint Global Co-ordinators & Joint Bookrunners.
Subscription period
The subscription period commences on Wednesday, 13 June 2007 and closes on
Thursday, 21 June 2007 at 4:00 pm (Copenhagen time) (the “Offer Period”).
For subscription applications by Danish investors for amounts up to and
including DKK 2,000,000, the Danish Public Offering may be closed independently
of the rest of the Offering. Any closing of the Offering (either in full or
parts hereof) will be announced independently through the Copenhagen Stock
Exchange. The Offering (either in full or parts hereof) will not be closed
before 4:00 pm (Copenhagen time) on 13 June 2007.
Offer price
The final offer price (the “Offer Price”) will be established through the
bookbuilding method and may not under any circumstances exceed DKK 35.00 per
Share.
Proceeds
On the assumption of an Offer Price of DKK 34.00 (the closing price on 31 May
2007) and the issuance of 12 million shares, the Company expects to receive net
proceeds from the Offering of DKK 374 million (EUR 50 million) after deduction
of estimated issuing costs. On the assumption of the issuance of 15 million
shares, the Company expects to receive net proceeds from the Offering of DKK
472 million (EUR 63 million) after deduction of estimated issuing costs. As of
the date of the offering circular, TopoTarget has cash and securities totalling
DKK 173 million (EUR 23 million).
Listing and trading
An application has been made to list the Offer Shares on the Copenhagen Stock
Exchange, and trading in the Offer Shares is expected to commence on 25 June
2007.
Delivery and payment
Following the close of the subscription period, investors will receive a
statement showing the number of shares allocated and the corresponding price.
Registration of the Offer Shares on investors' accounts with VP Securities
Services (Værdipapircentralen) is expected to take place against payment 27
June 2007. If the subscription period closes earlier than on 21 June 2007,
settlement, clearance and listing may be moved ahead accordingly.
Issuance of consideration shares to the owners of Apoxis
On completion of the Offering, TopoTarget will issue new shares ("Consideration
Shares") to the owners of Apoxis corresponding to a value of DKK 108 million
(EUR 14.5 million). The Consideration Shares will be offered at the Offer
Price.
Offering circular and brochure
The Offering Circular and the subscription form may be obtained by contacting
one of the following banks:
ABN AMRO Bank N.V., Copenhagen Branch
Amaliegade 35
DK-1256 Copenhagen K
Tel: +45 35 44 35 44
Danske Bank
Corporate Actions
Holmens Kanal 2-12
DK1092 Copenhagen K
Tel: +45 70 23 08 33
Handelsbanken Capital Markets
Amaliegade 3
DK-1007 Copenhagen K
Tel: +45 33 41 86 15
The offering circular will not be delivered to the United States, Canada,
Australia or Japan.
The offering circular and the brochure can also be downloaded, with certain
exceptions, from the Company's website: www.topotarget.com
Conference call
A conference call will be held on Wednesday, 6 June 2007 at 14.00 (Copenhagen
time) for analysts, the press and other interested parties.
The telephone number is 70 26 50 40 (outside Denmark +45 70 26 50 40) or +44
208 817 9301.
A relevant PowerPoint presentation will be available at TopoTarget's website,
www.topotarget.com (under “Investor and Media” > Presentations and Events),
before the start of the conference call.
A replay of the conference call will be available one hour after the conference
call and until 13 June 2007 at the following number:
+353 1 436 4267, security code 942878#
Further information
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
DISCLAIMER
Forward-looking statements
This announcement contains forward-looking statements regarding the company's
future development and financial performance and other statements which are not
historical facts. Such statements are made on the basis of assumptions and
expectations which, to the best of the company's knowledge, are reasonable and
well-founded at this time, but which may prove to be erroneous. The company's
operations are characterised by the fact that its actual results may deviate
significantly from that described herein as anticipated, believed, estimated or
expected.
This announcement is not an offer to sell or a solicitation to buy any of the
shares that the company may offer in connection with a potential offering.
This announcement is not an offer of securities for sale in the company. The
shares in the company have not been registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”) and may not be offered or sold in the
United States, unless so registered or an exemption from the registration
requirement under the Securities Act has been granted. Any public offering of
shares in the company will be made by means of a prospectus that may be
obtained from the issuer and that will contain detailed information about the
company and management, as well as financial statements.
This announcement is not released in the United States (“U.S.”) and may not be
distributed to any U.S. persons (as defined in Regulation S of the U.S.
Securities Act of 1933, as amended) or publications generally distributed in
the U.S. This announcement is not an offer or solicitation to buy securities in
the U.S. TopoTarget's securities have not been registered under the U.S.
Securities Act and may not be offered, sold or distributed in the U.S. or to
U.S. persons absent registration or an exemption from the registration
requirements of the U.S. Securities Act.
This Prospectus is communicated exclusively (i) persons who are outside the
United Kingdom or (ii) persons with investment professionals falling within
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the “Order”) or (iii) persons falling
within article 49(2)(a)-(d) of the Order (high net worth companies,
unincorporated associations etc.) (all such persons together being referred to
as “Relevant Persons”). Persons who are not relevant persons should not act on
the basis of or rely on the announcement or the information contained herein.
Any investment or investment activity to which this announcement relates is
available only to relevant persons and will be engaged in only with relevant
persons.
This announcement will not be published or made available in and may not be
published or made available to persons in the United States, Australia, Canada
or Japan.
