Announcement no. 6/2007
To OMX Nordic Exchange. Hørsholm, 10 April 2007
LIFECYCLE PHARMA A/S SUMMONS ANNUAL GENERAL MEETING
LifeCycle Pharma A/S (OMX: LCP) (the “Company”) will hold its Annual General
Meeting on Tuesday, April 24, 2007 at 9:00 am (not 2.00 pm as previously
announced) at the Radisson SAS Scandinavia Hotel, Amager Boulevard 70, DK-2300
Copenhagen S, Denmark.
Agenda:
1. Report of the Board of Directors on the Company's activities during the year.
2. Presentation of the audited Annual Report for approval and the discharge of
the Board of Directors and the Management from their obligations.
The Board of Directors proposes that the audited Annual Report is approved and
that discharge is granted to the Board of Directors and the Management.
3. Decision as to the settlement of loss according to the adopted Annual Report.
The Board of Directors proposes that the year's net loss of DKK 147.7 million be
carried forward by transfer to accumulated deficit.
4. Election of members of the Board of Directors and alternates, if any.
Under Article 16 of the Articles of Association, the members of the Board of
Directors are elected for one year at a time. All current members of the Board
of Directors are standing for re-election.
5. Election of Auditor.
The Board of Directors proposes re-election of PricewaterhouseCoopers,
Statsautoriseret Revisionsaktieselskab, as the Company's elected auditor.
6. Any motions from the Board of Directors and/or shareholders.
The Board of Directors has submitted the following proposals:
(a) Increase and prolongation of existing authorization to issue warrants.
(b) Change of the Company's registered office as provided in Article 2 of the
Articles of Association as a result of the Danish Municipal Reform.
(c) Additional method of convening general meetings under Article 11, second
section, of the Articles of Association as a result of new statutory
requirements.
(d) Authorization for the Company to acquire own shares.
(e) Authority for the chairman of the Annual General Meeting.
Details concerning the proposals made by the Board of Directors:
Re. agenda item 4
The Board of Directors proposes that all current members of the Board of
Directors, being Dr. Claus Braestrup, Dr. Thomas Dyrberg, Kurt Anker Nielsen,
Dr. Jean Deleage and Dr. Gérard Soula, are re-elected until the Annual General
Meeting to be held in 2008. Information concerning each member can be found in
the Company's Annual Report for 2006 and at the Company's homepage
www.lcpharma.com.
Re. agenda item 6(a)
Under the existing authorization for the Board of Directors to issue warrants in
Article 8 of the Articles of Association, 211,619 warrants remain un-issued. The
Board of Directors proposes to amend Article 8 to authorize the issue of
additional warrants - without pre-emption rights for the existing shareholders -
that give the right to subscribe up to nominally DKK 600,000 shares in the
Company to employees, executive directors, board members, consultants and
advisors to the Company and its subsidiaries and to implement the corresponding
capital increases. The Board of Directors also proposes to prolong the
authorization to expire 5 years after this year's AGM. The Board of Directors
believes that it is necessary for the Company, in order for it to be able to
retain and attract a sufficient number of qualified employees, board members and
consultants, to be able to offer warrants as part of the employment or
affiliation with the Company etc.
The revised Article 8 is set forth below:
“Article 8
The Board of Directors is until 1 July 2011 23 April 2012 authorised, at one or
more times, to issue up to 211,619 811,619 warrants, each conferring a right to
subscribe for 1 share of nominal DKK 1 in the Company, and to implement the
corresponding increase of the share capital. The warrants can be issued to
employees, executive directors, board members, consultants and advisors to the
Company and its subsidiaries without pre-emptive subscription rights for the
Company's shareholders.
The exercise price for warrants, which are issued pursuant to the authorisation,
shall at a minimum correspond to the market price of the Company's shares on the
date of issuance of the warrants. The other terms for the warrants issued
pursuant to this authorisation, including payment for the warrants, duration,
exercise periods, vesting periods, adjustments as a result of corporate changes
etc. shall be determined by the Board of Directors.
The Board of Directors is according to the Companies Act section 40 b,
subsection 3 entitled to make such amendments to the Articles of Association
which are connected with the issuance of warrants comprised by this clause or
the exercise thereof.”
Re. agenda item 6(b)
As a result of the Danish Municipal Reform, it is proposed that the Company's
registered municipality as provided in Article 2 of the Articles of Association
be changed from Birkerød municipality to Rudersdal municipality.
The revised Article 2 is set forth below:
“Article 2
The registered office of the Company is in the municipality of Birkerød
Rudersdal.”
Re. agenda item 6(c)
As a consequence of an amendment to Section 73(2) of the Danish Public Companies
Act, notice of general meetings in the Company must be given in the information
system of the Danish Commerce and Companies Agency (Erhvervs- og
Selskabsstyrelsen). Consequently, it is proposed that the method of convening
general meetings of the Company as provided in Article 11, second section, of
the Articles of Association be supplemented to the effect that in future, notice
of general meetings must also be given in the electronic information system of
the Danish Commerce and Companies Agency. Thus, future notices of general
meetings will be given in the Danish Commerce and Companies Agency's electronic
information system, in at least 1 national newspaper. Also, notice will be send
by ordinary mail to all shareholders recorded in the Share Register who have
requested such notification.
The revised Article 11 is set forth below:
“Article 11
General Meetings of the Company shall be held in Greater Copenhagen.
General Meetings shall be convened with a notice of minimum 8 days and maximum 4
weeks by publication in minimum 1 national newspaper and by announcement on the
Danish Commerce and Companies Agency's IT information system. A convening notice
shall, furthermore, be forwarded in writing by ordinary mail to all shareholders
recorded in the Share Register who have requested such notification. The
convening notice shall contain the agenda for the General Meeting. If the agenda
contains proposals, the adoption of which require a qualified majority, the
convening notice shall contain a specification of such proposals and their
material contents.
Re. agenda item 6(d)
The Board of Directors proposes that the Board of Directors be authorised until
the next Annual General Meeting to arrange for the Company to acquire own shares
up to a total nominal value of 10% of the Company's nominal share capital. The
purchase price of such shares may not differ by more than 10% from the price
quoted on OMX, Nordic Exchange at the time of the purchase.
Re. agenda item 6(e)
It is proposed that the chairman of the Annual General Meeting with right of
substitution, be authorized to register the resolutions passed by the general
meeting to the Danish Commerce and Companies Agency and to make such alterations
to as the Agency may require or request for registration or approval.
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Adoption of the proposals to amend the Articles of Association (agenda items
6(a)-(c)) require that each such proposal is adopted by an affirmative vote of
not less than 2/3 of the votes cast as well as of the voting share capital
represented at the Annual General Meeting. The Company's share capital is
currently nominal DKK 30,514,048 consisting of 30,514,048 shares of nominal DKK
1 each. At the Annual General Meeting, each share of nominally DKK 1 carries one
vote.
At the latest, 8 days before the Annual General Meeting the agenda, the complete
proposals as well as the annual report and the annual statement from the Board
of Directors and management will be made available to the Company's shareholders
at the Company's offices at Kogle Allé 4, DK-2970 Hørsholm, Denmark. The
documents are also available at the Company's website, www.lcpharma.com and will
be forwarded to all shareholders recorded in the Share Register who have
requested such notification.
Admission card: Any shareholder is entitled to attend the Annual General Meeting
after having submitted a request for an admission card no later than Monday,
April 16, 2007 at 4:00 PM. Admission cards may be requested by contacting VP
Securities Services A/S, Helgeshøj Allé 61, P.O. Box 20, 2630 Taastrup,
telephone +45 43 58 88 66 or fax +45 43 58 88 67. Alternatively, via
www.lcpharma.com or www.uk.vp.dk/agm.
Shareholders who do not expect to be able to participate in the Annual General
Meeting may grant proxy to the Board of Directors or to a person appointed by
the shareholder.
Any shareholder, to whom admission card already has been issued, but who is
prevented from attending the Annual General Meeting is kindly asked to notify
the Company - preferably before Monday, April 23, 2007.
Copenhagen, April 10, 2007
On behalf of the Board of Directors
Dr. Claus Braestrup
Chairman
For further information please contact:
LifeCycle Pharma A/S
Rachel Curtis Gravesen
VP Investor and Public Relations
Tel. +45 36 13 29 17
Mobile: +45 25 12 62 60
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About LifeCycle Pharma:
LifeCycle Pharma is an emerging pharmaceutical company with a broad and late
stage product pipeline in therapeutic areas of cholesterol management,
hypertension and organ transplant. LifeCycle Pharma's most advanced product has
been filed with the U.S. FDA and is expected to enter the US market in the first
quarter of 2008. LifeCycle Pharma's product candidates are proprietary and
designed to improve the quality of existing drugs by enhancing the release and
absorption of drugs in the human body. LifeCycle Pharma's proprietary technology
platform, MeltDose® technology, offers lower dosing, reduced side effects and
improved safety and patient compliance as well as reduced product development
time and production costs. LifeCycle Pharma has formed several partnerships with
major pharmaceutical companies and is clinically developing product candidates
within a number of areas, including cholesterol management, hypertension and
organ transplant. LifeCycle Pharma is listed on the OMX Nordic Exchange under
the trading symbol (LCP). Please visit www.lcpharma.com for further information
about LifeCycle Pharma A/S.
