CORRECTION: Disclaimer included
Not for release, publication or distribution in Australia, Canada, Japan or the
United States. This announcement does not constitute an offer to sell or the
solicitation of an offer to buy the securities of NeuroSearch A/S (the
“Securities”) in Australia, Canada, Japan or the United States or in any other
jurisdiction. Securities may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act of
1933, as amended. The issuer of the Securities has not registered, and does not
intend to register, any portion of the Offering in the United States, and does
not intend to conduct a public offering of the Securities in the United States.
Announcement
NeuroSearch today publishes an offering circular in connection with a rights
issue of up to a maximum of 2,765,593 new shares with a nominal value of DKK 20
each at DKK 280 per share (the “Offering”)
NeuroSearch will host an analyst and press meeting today,
Wednesday, 31 October 2007 at 1.30 pm at
the Copenhagen Marriott Hotel, Kalvebod Brygge 5, DK-1560 Copenhagen V
NeuroSearch A/S (the “Company”) today publishes an offering circular in respect
of an offering of shares with preemptive rights to the shareholders of the
Company. Reference is made to the offering circular in its entirety for a
description of the Company and the Offering. The offering circular contains a
summary providing a brief description of the Offering.
The subscription ratio is 2:9, which means that shareholders will be allocated
two (2) preemptive rights for each existing share held and that nine (9)
preemptive rights entitle shareholders to one (1) new share against payment of
the offer price.
Reasons for the Offering and proceeds
The reason for the Offering is to provide NeuroSearch with funding for the
future clinical development of its drug pipeline, for research activities,
general corporate purposes and to strengthen the NeuroSearch's negotiating
position in relation to licence partners. The gross proceeds from the Offering
are expected to amount to DKK 774 million (EUR 104 million) if the Offering is
fully subscribed.
Offering
The Offering comprises up to a maximum of 2,765,593 new shares (the “Offered
Shares”) with a nominal value of DKK 20 each with preemptive rights to the
existing shareholders.
Offer price
The Offered Shares are offered at DKK 280 per share, free of brokerage.
Preemptive rights
On Friday, 9 November 2007 at 12.30 pm CET, shareholders will be allocated two
(2) preemptive rights for each existing share of DKK 20 held in the Company.
Shares acquired on or after Wednesday, 7 November 2007, will be traded ex-rights
and, accordingly, will not entitle the holder to subscribe for Offered Shares at
the offer price.
Subscription ratio
Nine (9) preemptive rights will entitle the holder to subscribe for one (1)
Offered Share against payment of the offer price.
Subscription period
The subscription period for the Offered Shares commences on Monday, 12 November
2007 at 9.00 am CET, and closes on Friday, 23 November 2007 at 5.00 pm CET.
Preemptive rights that are not exercised through the Danish custodian
institutions during the subscription period will lapse with no value, and the
holder of such preemptive rights will not be entitled to subscribe shares or
receive compensation.
Listing and trading of the Offered Shares
The Offered Shares will not be listed on the OMX Nordic Exchange Copenhagen
until after registration of the capital increase with the Danish Commerce and
Companies Agency. Listing and commencement of trading of the Offered Shares
under the temporary securities code on the OMX Nordic Exchange Copenhagen is
expected to take place on Wednesday, 28 November 2007. The temporary securities
code is expected to be merged with the permanent securities code for the
existing shares (ISIN code DK0010224666) as soon as possible after registration
of the capital increase with the Danish Commerce and Companies Agency. The
merger of the securities codes is expected to take place on Thursday, 29
November 2007.
Trading in preemptive rights
The preemptive rights for the Offered Shares may be traded on the OMX Nordic
Exchange Copenhagen from Wednesday, 7 November 2007 at 9.00 am CET, until
Tuesday, 20 November 2007 at 5.00 pm CET.
Underwriting
The Offering is not underwritten.
Joint Global Coordinators
Joint Global Coordinators are Carnegie Bank A/S and Danske Markets (division of
Danske Bank A/S).
Offering circular
Requests for copies of the offering circular containing detailed information on
NeuroSearch and the Offering may be addressed to:
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| Carnegie Bank A/S | Danske Bank A/S |
| Ovengaden Neden Vandet 9B | Corporate Actions |
| DK-1414 Copenhagen K | Holmens Kanal 2-12 |
| Telephone: +45 3288 0200 | DK-1063 Copenhagen K |
| | Telephone: +45 7023 0834 |
| | E-mail: prospekter@danskebank.dk. |
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The offering circular will also be available at the offices of the Company and
may, with certain exceptions, be downloaded from the Company's website:
www.neurosearch.com.
Revised financial calendar 2007
The Company plans to release its third quarter 2007 report on 28 November 2007.
Financial calendar 2008
The Company's financial calendar for 2008 is as follows:
5 March 2008: 2007 annual report
30 April 2008: Annual general meeting and first quarter 2008 report
27 August 2008: 2008 half year report
19 November 2008: Third quarter 2008 report
Outlook for 2007
The Company retains its forecast for 2007 of a loss in the region of DKK 230-250
million (EUR 31-34 million) before recognition of associates and other equity
interests, as announced in connection with the release of the interim report for
the six months ended 30 June 2007.
Capitalisation as of the offering circular date
As of the offering circular date, NeuroSearch's capital resources totalled
approximately DKK 219.5 million (EUR 29.5 million).
Capitalisation and indebtedness
At 30 September 2007, NeuroSearch's equity was DKK 440.2 million (EUR 59.2
million), and borrowings, non-current liabilities and lease obligations in
connection with operating and finance leases totalled DKK 424.4 million (EUR
57.0 million) at 30 September 2007.
The table below shows the total capitalisation, including NeuroSearch's equity
at 30 September 2007. The table also shows amounts adjusted for net proceeds of
approximately DKK 732 million (EUR 98 million), if the Offering is fully
subscribed.
NeuroSearch's total equity and indebtedness
--------------------------------------------------------------------------------
| | At 30.09.2007 | At 30.09.2007 |
| | Actual | Adjusted (maximum)1) |
--------------------------------------------------------------------------------
| (Million) | DKK | DKK |
--------------------------------------------------------------------------------
| Liabilities | | |
--------------------------------------------------------------------------------
| Non-current liabilities | 424.4 | 424.4 |
--------------------------------------------------------------------------------
| Borrowings | 21.1 | 21.1 |
--------------------------------------------------------------------------------
| Total liabilities | 445.5 | 445.5 |
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| Equity | | |
--------------------------------------------------------------------------------
| Share capital | 248.9 | 304.2 |
--------------------------------------------------------------------------------
| Share premium(2) | | 676,5 |
--------------------------------------------------------------------------------
| Reserve for currency | (0.1) | (0.1) |
| translation | | |
--------------------------------------------------------------------------------
| Other reserves(3) | 36.5 | 36.5 |
--------------------------------------------------------------------------------
| Retained earnings | 154.9 | 154.9 |
--------------------------------------------------------------------------------
| Total equity | 440.2 | 1,172.0 |
--------------------------------------------------------------------------------
| Total capitalisation(4) | 885.7 | 1,617.5 |
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(1) Adjusted for the issue of the Offered Shares, including the estimated
offering costs, if the Offering is fully subscribed.
(2) In accordance with the provisions of the Danish Public Companies Act, “Share
premium” is not considered an undistributable reserve and the amount was
therefore transferred to “Retained earnings” at 30 September 2007.
(3) “Other reserves” comprise unrealised gains and losses as a result of fair
value adjustments of available-for-sale financial assets.
(4) “Total capitalisation” is the sum of equity and liabilities.
No material changes to NeuroSearch's capitalisation have occurred since 30
September 2007.
This announcement is not a solicitation or an invitation to invest in the
Company. Any subscription for shares shall be based on the offering circular
prepared by NeuroSearch in connection with the Offering.
Analyst and press meeting
NeuroSearch will host an analyst and press meeting today, Wednesday, 31 October
at 1.30 pm. The meeting will be open to the public and will be held at the
Copenhagen Marriott Hotel, Kalvebod Brygge 5, DK-1560 Copenhagen V.
At the meeting, Flemming Pedersen, CEO, will present NeuroSearch and the reasons
for the Offering and answer questions.
Asger Aamund
Chairman of the Board
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| Contacts: | Telephone: |
--------------------------------------------------------------------------------
| Flemming Pedersen, CEO | +45 4460 8214 or +45 2148 0118 |
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| Hanne Leth Hillman, Vice President, | +45 4460 8212 or +45 4017 5103 |
| Director of Investor Relations & | |
| Corporate Communications | |
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NeuroSearch (NEUR) is a Scandinavian biopharmaceutical company listed on the OMX
Nordic Exchange Copenhagen A/S. Our core business covers the development of
novel drugs, based on a broad and well-established drug discovery platform
focusing on ion channels and CNS disorders. A substantial part of the Company's
activities are partner financed through a broad alliance with GlaxoSmithKline
(GSK) and collaborations with among others Abbott and Astellas. The drug
pipeline comprises 11 clinical (Phase I-III) development programmes: ACR16 in
Huntington's disease (Phase III in preparation), tesofensine in obesity (Phase
III in preparation), NS2359 in depression (Phase II) and ADHD (Phase II) in
partnership with GSK, NS1209 in epilepsy and pain (Phase II), ABT-894 in ADHD
(Phase II) and pain (Phase II) in partnership with Abbott, ACR16 in
schizophrenia (Phase I) in partnership with Astellas, ACR325 in bipolar disorder
and Parkinson's disease (Phase I) and ABT-107 as well as ABT-560 for the
treatment of various CNS diseases - both (Phase I) in collaboration with Abbott.
In addition, NeuroSearch has a broad portfolio of preclinical drug candidates
and holds equity interests in several biotech companies.
This announcement contains certain statements that are forward-looking,
including statements with respect to the development of the Company's drug
pipeline, its planned use of proceeds and its forecast for 2007. Such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and actual results may differ materially from those in
the forward-looking statements as a result of various factors. Readers are
cautioned not to place undue reliance on those forward-looking statements, which
speak only as of the date hereof.
CORRECTION: NeuroSearch today publishes an offering circular in connection with a rights issue of up to a maximum of 2,765,593 new shares with a nominal value of DKK 20 each at DKK 280 per share
| Source: NTG Nordic Transport Group A/S
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