Company announcement no 30 - 19
7 October 2019
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
This announcement does not constitute a prospectus and nothing herein contains an offering of securities.
Issue of new shares and completion of the Transaction
With reference to company announcement no 28 - 19 regarding cancellation of offering and company announcement no 29 - 19 regarding publication of a supplement to a prospectus, NeuroSearch A/S (“NeuroSearch”) today announces to have completed the Transaction whereby NeuroSearch has acquired the entire share capital of Nordic Transport Group A/S (“NTG Company”) as well as shares in certain of NTG Company's subsidiaries as described in the prospectus published on 24 September 2019 as amended by the supplement published today. As part of the Transaction NeuroSearch has become owner of the entire share capital of NTG Company and parent company in the Nordic Transport Group group.
NeuroSearch has in connection with completion of the Transaction issued 21,199,679 new shares at a price of DKK 89 per share of nominally DKK 20 (the “Consideration Shares”). The Consideration Shares are issued without pre-emptive right for the existing shareholders to the shareholders of NTG Company and the shareholders of certain of its subsidiaries.
The Consideration Shares rank pari passu and carry the same rights as the existing shares of NeuroSearch. The Consideration Shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S under the symbol “NTG” and in ISIN DK0061141215 on 9 October 2019. The Consideration Shares are expected to be issued through VP Securities A/S on 11 October 2019.
The share capital of NeuroSearch will amount to DKK 448,547,527 divided into shares of nominally DKK 1 issued in multiples of DKK 20. The total number of shares in NeuroSearch is 22,427,376 shares of nominally DKK 20 and total number of voting rights is 448,547,527 voting rights, cf. section 32 of the Danish Capital Markets Act. NeuroSearch owns 18,590 own shares of nominally DKK 20.
At the extraordinary general meeting that is held today at 7:00 p.m., cf. company announcement no. 25 - 19, proposal has been made to, inter alia, elect a new board of directors and change NeuroSearch's name to “NTG Nordic Transport Group A/S”.
Additional information
For additional information, please contact:
| | |
| Nordic Transport Group A/S | |
| Christian Jakobsen, CFO | +45 76 32 09 89 ir@ntg.dk |
| NeuroSearch A/S | |
| Allan Andersen, CEO | +45 40 16 38 64 aan@neurosearch.com |
| Media enquiries | |
| Impact Partners Steen Juul Jensen | +45 28 73 90 81 sjj@impactpartners.dk |
Important notice
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by NeuroSearch in any jurisdiction where such offer or sale would be unlawful, and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
In any member state of the European Economic Area other than Denmark (each a "Relevant Member State"), this announcement is only addressed to, and is only directed at, investors in that Relevant Member State who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of Regulation 2017/1129.
This announcement and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the “United States”). This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
In the United Kingdom, this announcement and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this announcement re- lates is available only to, and will be engaged in only with persons who are investment professionals falling within article 19(5) or falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc."), of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or other persons to whom such investment or investment activity may lawfully be made available (together, "Relevant Persons"). Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.
This announcement does not constitute a prospectus and nothing herein contains an offering of securities.
The Joint Global Coordinators and their affiliates are acting exclusively for NeuroSearch, NTG and its shareholders and no-one else in connection with the admission to trading and official listing of the shares. They will not regard any other person as their respective clients in relation to the admission to trading and official listing of the offered shares and will not be responsible to anyone other than NeuroSearch, NTG and its shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as “believe”, “expect”, “anticipate”, “in- tends”, “estimate”, “will”, “may”, “continue”, “should”, and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NeuroSearch and NTG believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
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