Medical Prognosis Institute A/S (“the Company” or “MPI”) is today publishing a prospectus in connection with an offering of a minimum of 44,330 and up to 104,064 new shares of DKK 1.00 nominal value each (the “New Shares”) with pre-emptive subscription right for the Company’s existing shareholders (“the Offering”). The Offering is made in accordance with the authorization granted to the Company’s board of directors as stipulated in the Company’s articles of association, § 7.1. Based on this authorization, the board of directors has today, 12September 2014, resolved to increase the Company’s share capital by a minimum of 44,330 and a maximum of DKK 104,064 New Shares. Reference is made to the full text of the prospectus for a description of the Company and the Offering.
On 19 September 2014, at 12.30 p.m. (CET), the Company’s existing shareholders (the “Existing Shareholders “) shall receive subscription rights at a ratio of 1:1, that is all Existing Shareholders are entitled to and shall receive one (1) subscription right for each one (1) existing share they own. Subscription of one New Share requires ten (10) subscription rights. The subscription ratio is 10:1, as an Existing Shareholder needs to own ten (10) existing shares to receive the necessary number of subscription rights to subscribe for one (1) New Share. The subscription price is DKK 180.00 per New Share.
Completion of the Offering is conditional upon subscription of the minimum offering of 44,330 New Shares (the “Minimum Offering”). Should subscription of the Minimum Offering fail, the Offering will be cancelled. The Minimum Offering is underwritten by a number of underwriters.
Background for the Offering
The purpose of listing MPI for trade on NASDAQ OMX First North Denmark in October 2013 was to give MPI a seal of approval in relation to international partners and thereby generate increased interest in and focus on the Company to draw attention to its potential in relation to the media, investors and other interested parties. It furthermore gave MPI’s shareholders a continuous valuation of the share that may assist in being an attractive long-term exit opportunity for MPI’s shareholders and provide new shareholders with an opportunity for acquiring shares in the Company.
With this Offering the Company’s management wishes to strengthen the Company’s capital, increase exposure and enhance the Company’s image as well as providing MPI’s Existing Shareholders or new investors with the opportunity to invest in an exciting company that is unique in a Danish perspective.
Gross proceeds from the Offering will amount to between DKK 7,979,400 and DKK 18,731,520. Net proceeds from the Offering, i.e. gross proceeds less estimated Offering costs, will amount to between DKK 7,150,421 and DKK 17,891,788.
The Company intends to use net proceeds from the Offering and cash at hand to finance the Company’s ongoing activities, including
– to ensure that the Company has adequate funding to continue operations,
– to ensure the continuing establishment of the American sales organization, and
– to ensure that the Company can set-up its own laboratory on the American market.
Advance undertakings and underwriting
PM 1 af 1/11 2007 ApS, PM 4 af 1/11 2007 ApS, Viggo Harboe 2006 Holding ApS and Torben Thomassen (The “Underwriters”), all Existing Shareholders, have issued conditional advance undertakings of exercise of a total of 192,870 subscription rights granted to the Underwriters for subscription for a total of 19,287 New Shares and issued a conditional undertaking on subscription for an additional 21,655 New Shares. Moreover, Erkan Cosan and Marko Zecevic (the “External Underwriters”), who are not Existing Shareholders, have issued a conditional undertaking for subscription for a further 3,388 New Shares, equal to nominal DKK 3,388. The Minimum Offering is thus underwritten by the Underwriters and the External Underwriters.
The underwriting issued by the External Underwriters is secondary to the underwriting issued by the Underwriters and will only become relevant to the extent that the New Shares are not subscribed through exercise of subscription rights, by Existing Shareholders who wish to subscribe for Remaining Shares (as described below), or by the Underwriters in accordance with their underwriting.
The issued undertakings are solely conditional upon the Company not having entered into bankruptcy or reconstruction, and that no material adverse changes (MAC) have taken place in the Company prior to the date of expiry of the subscription period (in respect of underwriting by the External Underwriters, however, prior to the date for the allocation of Remaining Shares, expected to be 7 October 2014).
Offering conditions
Offering and subscription terms
The Offering totals up to 104,064 New Shares, equal to up to DKK 104,064 nominal value. The Minimum Offering comprises 44,330 New Shares, equal to DKK 44,330 nominal value. Should subscription of the Minimum Offering fail, the Offering is cancelled. The Minimum Offering is underwritten, see above.
Subscription rights will be allocated on 19 September 2014, at 12.30 p.m. (CET). Subscription rights are allocated at the ratio 1:1, which implies that all Existing Shareholders are entitled to and shall receive one (1) subscription right for each one (1) existing share that they own. Subscription of one New Share requires ten (10) subscription rights. The subscription ratio is 10:1, as an Existing Shareholder needs to own ten (10) existing shares to receive the necessary number of subscription rights to subscribe for one (1) New Share.
Trade in subscription rights
Subscription rights will be traded on NASDAQ OMX First North Denmark from 17 September 2014, 9.00 a.m. (CET), to 30 September 2014, 5.00 p.m. (CET). Owners of subscription rights who want to sell their subscription rights, shall notify their bank or other financial broker hereof.
Subscription price
The New Shares are offered at a price of DKK 180.00 per share of DKK 1.00 nominal value (the “Subscription Price”).
Subscription period
The New Shares are available for subscription in the period 22 September 2014, from 9.00 a.m. (CET), until 3 October 2014, at 5.00 p.m. (CET).
Remaining Shares
New Shares, that are not subscribed for by the Company’s shareholders through exercise of allocated subscription rights or by other investors through exercise of acquired subscription rights (“Remaining Shares”), may be subscribed for by Existing Shareholders (that are shareholders of the Company on the date of the prospectus). Existing Shareholders (that are shareholders of the Company on the date of the prospectus) wishing to subscribe for Remaining Shares may do so by issuing, prior to expiration of the subscription period, a commitment to subscribe for Remaining Shares at the Subscription Price. The commitment to subscribe for Remaining Shares shall be binding upon the Existing Shareholder. Should binding commitments to subscribe for Remaining Shares issued by Existing Shareholders exceed the number of Remaining Shares, the Remaining Shares will be allocated pro-rata based on the individual Existing Shareholders’ ownership of Shares in the Company as at the date of the prospectus. It cannot be guaranteed that an Existing Shareholder wishing to subscribe for Remaining Shares will be able to do so as such a subscription presupposes that there are New Shares which have not been subscribed for by the Company’s shareholders through exercise of allocated subscription rights, or by other investors through exercise of acquired subscription rights. Reference is made to the prospectus for a more detailed description of the procedure for subscribing for Remaining Shares.
Admittance to trading in the new shares
Following registration with the Danish Business Authority the new shares will be admitted to trading on NASDAQ OMX First North Denmark under the ISIN number for the existing shares which is expected to occur on 14 October 2014.
Expected time schedule
| 12 September 2014 | Publication of prospectus |
| 16 September 2014 | Last trading day for existing shares including subscription rights |
| 17 September 2014 | First trading day for existing shares excluding subscription rights |
| 17 September 2014, 9.00 a.m. (CET) | Trading in subscription rights commences |
| 19 September 2014, 12.30 p.m. (CET) | Time of allocation of subscription rights |
| 22 September 2014 | Subscription period commences |
| 30 September 2014, 17.00 p.m. (CET) | Last trading day in subscription rights |
| 3 October 2014, 17.00 p.m. (CET) | Subscription period closes |
| 7 October 2014 | Notification of allocation of Remaining Shares to Existing Shareholders that have committed to subscribe for Remaining Shares, and to the Underwriters and the External Underwriters according to their issued undertakings |
| 7 October 2014 | Publication of the results of the Offering |
| 10 October 2014 | Deadline for payment of the Remaining Shares (value same date) |
| 10 October 2014 | The New Shares are registered with the Danish Business Authority |
| 14 October 2014 | Admittance of the New Shares to trading on NASDAQ OMX First North Denmark under ISIN for existing shares, i.e. DK0060514487 |
Prospectus
The prospectus can be downloaded from the Company’s website www.medical-prognosis.com. The content of the website does not form part of the prospectus.
The prospectus may be ordered from:
Medical Prognosis Institute A/S
Venlighedsvej 1
DK-2970 Hoersholm
Email: [email protected]
Telephone: +45 40 14 50 59
Any questions regarding this notification may be directed to Peter Buhl Jensen, telephone no. +45 21 60 89 22.
Yours sincerely,
Medical Prognosis Institute A/S
Peter Buhl Jensen
The information contained in this notification serves only as background information and does not purport to be exhaustive or complete. Shareholders and investors cannot refer to the information in this notification nor their accuracy or completeness for any purpose.
This notification contains certain forward-looking statements, including statements about the Company’s activities. Such forward-looking statements are based on information, assumptions and assessment that the Company finds reasonable. Such forward-looking statements are subject to a number of risks and uncertainties, including circumstances still unknown to the Company, or which the Company presently does not deem material, and no warranty is issued to the extent that expected events will occur or that the outlined targets will be met.
The information in this notification does not constitute an offer to subscribe for or sell any securities in the Company and is not a solicitation of an offer to buy or sell such securities.
MPI has not registered and does not intend to register the New Shares, the subscription rights or the existing shares or part thereof in the United States, Canada, Australia, Japan, Switzerland, or in any other jurisdiction outside Denmark, and does not intend to make any public offer of the New Shares, the subscription rights or the existing shares in the United States, Canada, Australia, Japan, Switzerland or any other jurisdictions outside Denmark. The prospectus, the subscription rights and the New Shares are not and will not be approved by any supervisory authority outside of Denmark.
This notification cannot be distributed or in any way be made available, the New Shares cannot, directly or indirectly, be offered or sold, and the subscription rights cannot, directly or indirectly, be exercised or in any other manner be offered or sold in the United States, Canada, Australia, Japan, Switzerland or any jurisdictions outside Denmark, unless such distribution, any such sale or any such exercise are permitted in accordance with prevailing legislation in the relevant jurisdiction and MPI has received satisfactory documentation to this effect.
The prospectus, the Offering, the subscription rights and the New Shares have not been approved, rejected or been recommended by any U.S federal or state securities commission or regulatory authority. The subscription rights and the New Shares have not been and will not be registered under the US Securities Act of 1933 as amended (the “Securities Act”) or any securities legislation of any single state within the United States. Any transfer of the subscription rights and any offer and/or sale of the New Shares is not permitted except for offer and sale subject to Regulation S in the Securities Act.
For additional information please contact
Peter Buhl Jensen, CEO
E-mail: [email protected]
Mobil: +45 21 60 89 22
Certified Advisor for MPI: Carsten Yde Hemme, PricewaterhouseCoopers, Strandvejen 44, 2900 Hellerup, Denmark
