12 Oct 2011: NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES.
 
Reference is made to NorDiag ASA's ("NorDiag" or the "Company") stock exchange announcements in relation to the Company's Q2 report, cash requirements and the extraordinary general meeting held on 30 September 2011.
 
The Company has established an underwriting syndicate to guarantee subscriptions for NOK 15 million in a rights issue with new terms and conditions (the "Rights Issue"). Accordingly, board has today resolved to call for an extraordinary general meeting ("EGM") to be held on 2 November 2011 to resolve the Rights Issue and related resolutions. The notice of the EGM is attached to this announcement. The board of directors proposes that the EGM withdraws the rights issue approved in the extraordinary general meeting on 30 September 2011 and approves the new underwritten Rights Issue with new terms and conditions to raise NOK 15 to 20 million.
 
In the Rights Issue, 187.5 million to 250 million new shares are offered at a subscription price of NOK 0.08, rising gross proceeds of NOK 15 million to NOK 20 million, with pre-emptive subscription rights for existing shareholders. In relation to the Rights Issue, an underwriting syndicate guaranteeing subscription of NOK 15 million worth of shares has been established, in which, among others, members of the board and the management of the Company is participating. Underwriters guaranteeing for subscription in excess of their pro rata portion of the aggregate underwriting commitment, based on their shareholding as of 10 October 2011, will be entitled to subscribe for any new shares allocated to them as underwriters (but not as subscribers) in respect of such excess amount at NOK 0.056 per share. Further, it is proposed that the underwriting fee payable to the underwriters will be paid in the form of new shares in the Company, subscribed for and issued at NOK 0.056 per share.
 
It is a condition for the underwriting of the rights issue that the Company obtains bridge financing in the period until completion of the Rights Issue. The Company has received commitments, pending agreement on final documentation, for such financing in the amount of NOK 7 million. It is proposed that the interest on such bridge financing shall be paid in the form of new shares in the Company, subscribed for and issued at NOK 0.056 per share.
 
Completion of the Rights Issue is conditional upon (i) the EGM approving the Rights Issue and (ii) the completion of the share capital reduction approved on 30 September 2011. Further, the board of directors may decide that the Company shall not carry out the Right Issue if the board finds this to be in the best interest of the Company.
                                                                     
The Company may enter into liquidation if bridge financing is not obtained or the Rights Issue is not approved and completed.
 
In relation to the EGM, it is proposed to resolve on new terms in respect of the warrants to be issued to key employees in relation to the cost cutting program to reduce salaries. The new terms are proposed to reflect the new subscription price in the Rights Issue of NOK 0.08 per share.
 
Below is an indicative time schedule for the Rights Issue:
 
•    2 November 2011: EGM to resolve Rights Issue
•    14 November 2011: Last day of trading in NorDiag shares inclusive subscription rights
•    18 November 2011: First day of subscription period for the Rights Issue
•    2 December 2011: Last day of subscription period for the Rights Issue
•    5 December 2011: Expiry of creditor notice period for share capital reduction
•    8 December 2011: Allocation of new shares
•    14 December 2011: Payment for new shares
 
DnB NOR Markets is acting as financial advisor for the Company in relation to the Rights Issue.
 
Contact:
CEO Mårten Wigstøl            Tel: +47 911 65775
CFO Tone Kvåle          Tel: +47 915 19576
 
About NorDiag:
NorDiag is a biotechnology company developing, manufacturing and marketing automated solutions (instruments and reagents) for sample preparation of DNA from difficult biological samples. DNA diagnostics give more rapid and precise answers, and are the fastest growing field within diagnostics. The Company's sample preparation solutions are today used in connection with STI, tuberculosis, MRSA, respiratory pathogens and viruses on instruments for large and small laboratories. NorDiag was founded in 2003 and has its headquarters in Oslo, Norway. The Company has offices and laboratories in Stockholm, Sweden and in Atlanta (GA), USA. The group has today 31.6 man-labour years. NorDiag is listed on the Oslo Stock Exchange with ticker NORD.
 
For further information - www.nordiag.com

Find the enclosde documents here

Read the notice in Norwegian here