LifeCycle Pharma A/S announced publication of an offering circular in connection with a rights issue.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN 

Company Announcement no. 11/2008
To: OMX Nordic Exchange Copenhagen	         Hørsholm, Denmark, March 18, 2008

 
LifeCycle Pharma A/S announced publication of an offering circular in
connection with a rights issue 

Offering of up to a maximum of 24,078,880 new shares of nominal value 
DKK 1 each at a price of DKK 17 per share

Hørsholm, Denmark, 18 March 2008; LifeCycle Pharma A/S (OMX: LCP) (“LifeCycle
Pharma” or “the Company”) today announced publication of an offering circular
in connection with a rights issue. Reference is made to the summary of the
offering circular for a brief description of LifeCycle Pharma and the offering
(“the Offering”), which comprises up to a maximum of 24,078,880 new shares (the
“Offer Shares”) of nominal value DKK 1 each, with preemptive rights to the
existing shareholders of the Company at the ratio of 3:4. Gross proceeds from
the Offering are expected to be approximately DKK 409 million, if fully
subscribed. 

Danske Markets and UBS Investment Bank are acting as Joint Global Co-ordinators
and Lead Managers on the Offering. 

Reasons for the Offering and proceeds
The reasons for the Offering are to provide additional funding for future
clinical development of LifeCycle Pharma's product portfolio, for research and
development activities and for general corporate purposes. 

The Company intends to use the net proceeds from the Offering, whether or not
fully subscribed, together with any revenues generated from the sale of its
first commercialized product, Fenoglide™, future milestones and license fees,
and existing cash balances in the further development of its product portfolio
towards commercialization, including the following direct clinical expenses: 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN 

•	To fund planned Phase III studies of LCP-Tacro for organ transplantation;
•	To fund ongoing Phase II studies of LCP-Tacro for liver transplantation and
autoimmune hepatitis; 
•	To fund ongoing Phase II clinical studies and preparation of Phase III
studies of LCP-AtorFen for dyslipidemia; 
•	To fund ongoing Phase I clinical studies of LCP-Siro for organ
transplantation and autoimmune diseases; 
•	To fund ongoing preclinical and planned Phase I studies for LCP-3301 for
organ transplantation and autoimmune disease. 

Offering
On 1 April 2008 at 12:30 p.m. CET, any person registered with VP Securities
Services (Værdipapircentralen A/S) as a shareholder of the Company will be
allocated three (3) preemptive rights for each existing share held. For every
four (4) preemptive rights, the holder will be entitled to subscribe for one
(1) Offer Share at a price of DKK 17 per Offer Share, which is below the
officially quoted price of the existing shares on 14 March 2008 of DKK 29.20
per share. Due to the subscription ratio of 3:4 and the number of existing
shares in the Company prior to the Offering (32,105,174 shares), there will be
an excess of two (2) preemptive rights even if all Offer Shares are subscribed.
Shares acquired after 27 March 2008 will not entitle the holder to any
preemptive rights. 

Binding commitment
H. Lundbeck A/S and Novo A/S have each made a binding undertaking to exercise
its preemptive rights to subscribe for, in aggregate, 9,635,376 Offer Shares
corresponding to total gross proceeds of approximately DKK 163.8 million. 

Offer price
The Offer Shares are offered at DKK 17 per Offer Share of nominal DKK 1 each,
free of brokerage fees. 


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN 

Trading in preemptive rights
The preemptive rights for the Offer Shares may be traded on the OMX Nordic
Exchange Copenhagen from Friday, 28 March 2008, to Thursday, 10 April 2008 at
5.00 p.m. CET, inclusive. 

Subscription period
The subscription period for the Offer Shares commences on Wednesday, 2 April
2008 and closes on Tuesday, 15 April at 5.00 p.m. CET, inclusive. 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 Offer Shares
The Offer Shares will be issued and admitted to trading and official listing on
the OMX Nordic Exchange Copenhagen directly under the securities code for
existing shares (DK0060048148) following registration of the capital increase
with the Danish Commerce and Companies Agency, which is expected to take place
on 21 April 2008. 

Underwriting
The Offering is not underwritten.

Offering circular
The offering circular will be made available at LifeCycle Pharma's offices and
may be forwarded upon request to: 
Danske Bank A/S, Corporate Actions
Holmens Kanal 2-12
DK-1092 Copenhagen K
Tel: +45 70 23 08 34
Email address: prospekter@danskebank.dk
This offering circular can also, with certain exceptions, including prohibition
on access by persons located in the U.S., be downloaded from the Company's
website: www.lifecyclepharma.com. 

For further information please contact LifeCycle Pharma A/S:

 
Hans Christian Teisen 
Senior Vice President  & CFO
+45 20 30 69 85;  
E-mail: hct@lcpharma.com
	


Disclaimer

This announcement is not a solicitation or an invitation to invest in LifeCycle
Pharma. Any subscription for shares shall be based on the offering circular
prepared by the Company in connection with the Offering. These materials are
not an offer for sale of securities.  The securities 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 absent registration or an
exemption from the registration requirements of the Securities Act.  Any public
offering of securities will be made by means of a prospectus that may be
obtained from the issuer or selling security holder and that will contain
detailed information about the company and management, as well as financial
statements. 
In any EEA Member State that has implemented Directive 2003/71/EC (together
with any applicable implementing measures in any member State, the “Prospectus
Directive”), this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive. 

This communication is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 ((i) and (ii) above together being referred to
as “relevant persons”).  The securities are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such
securities will be engaged in only with, relevant persons.  Any person who is
not a relevant person should not act or rely on this document or any of its
contents. 

Stabilization/FSA