November 12, 2018
Announcement no. 20
Early close of fully subscribed private placement
The Board of Directors of BioPorto A/S (BioPorto) decided on November 11, 2018 to partially exercise the authorization in article 16b of the Company’s Articles of Association to issue up to 10,178,117 new shares in a private placement to a limited number of shareholders, institutional and financial investors (company announcement no. 19 of November 11, 2018).
The interest for subscribing new shares has been solid and as the Company has now received subscriptions for the full number of new shares offered, the Board of Directors has decided to exercise its option to complete the share issue and the related share capital increase in BioPorto today, one day prior to expiration of the original subscription period. The company will consequently issue 10,178,117 new shares against payment of DKK 3.93 per share at DKK 1.00. Deadline for payment is on November 16, 2018.
BioPorto A/S’ gross proceeds from the issue will amount to approximately DKK 40.0 million. The aggregate net proceeds are expected to amount to approximately DKK 39.5 million after deduction of costs. The new shares are equivalent to 6.55% of BioPorto’s registered share capital before the capital increase and is exempt from the prospectus requirements.
The new shares have the same rights as the existing shares. The new shares are entitled to dividend from the time when the capital increase is registered with the Danish Business Authority. The capital increase is expected to be registered as soon as possible, but no later than end of November 2018. The new shares will be issued in the existing ISIN code and are expected to trade on the Nasdaq Copenhagen as soon as possible thereafter.
Following the registration of the 10,178,117 new shares of DKK 1.00, BioPorto’s nominal share capital amounts to DKK 165,687,798 consisting of 165,687,798 shares of DKK 1.00.
Use of proceeds
BioPorto expects in 2019 to complete clinical studies and submit two separate clearance applications with the U.S. Food and Drug Administration (“FDA”) of The NGAL Test™ for risk use in acute kidney injury - one in adults using plasma, and one in children using urine.
To support these important elements of the strategic execution, and to continue activities in preparing the U.S. commercialization of the tests, support growing sales and strengthen the company’s overall liquidity, the Board of Directors has today decided to initiate the private placement.
Guidance for 2018 maintained
The content of this announcement does not affect BioPorto’s latest financial guidance for 2018, which remains revenue of DKK 30 million and an EBIT loss in the range DKK 32-37 million.
For further information, please contact:
Peter Mørch Eriksen, CEO
Ole Larsen, CFO
Telephone +45 4529 0000, e-mail: firstname.lastname@example.org
BioPorto is an in-vitro diagnostics company that provides healthcare professionals in clinical and research settings a range of diagnostic tests and antibodies. BioPorto has its headquarters in Hellerup, Denmark and is listed on the NASDAQ Copenhagen stock exchange.
This announcement contains forward-looking statements regarding BioPorto’s future financial developments and financial results as well as other statements that are not historical facts and that may prove to be incorrect. Prospective investors should seek professional investment advice and examine relevant risks and legal aspects, including tax aspects, which could be relevant in connection with an acquisition of the shares.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, South Africa, Australia or Japan. These written materials do not constitute an offer of securities for sale in any jurisdiction including the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States, and the new shares are being offered only (i) to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act and (ii) to, or for the account or benefit of, persons that are qualified institutional buyers pursuant to Section 4(a)(2) under the Securities Act.
The issue and sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. BioPorto and its advisers and/or agents assume no responsibility in the event there is a violation by any person of such restrictions.
This announcement is not a prospectus and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This announcement has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses Article 1(5). The information set forth in this announcement is only being distributed to, and directed at, persons in Member States of EEA, which have implemented the Prospectus Directive (Directive No. 2003/71/EC and amendments thereto, including Directive No. 2010/73/EU, to the extent implemented in the relevant Member State) who are qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of the Prospectus Directive Regulation.