NorDiag ASA: NORD - rights issue prospectus published, commencement of subscription period and trading in subscription rights

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

NorDiag ASA ("NorDiag" or the "Company") has today published the prospectus containing the terms and conditions for a rights issue raising gross proceeds in the range of NOK 15 million to NOK 20 million (the "Rights Issue"). The prospectus has been reviewed and approved by the Financial Supervisory Authority of Norway. DNB Markets is acting as manager for the Rights Issue.

The Rights Issue:
Rights Issue of between 187.5 million and 250 million new shares in the Company with a nominal value of NOK 0.02 each.
 
The directed issue:
In addition to the Rights Issue, the Company will also conduct a directed issue for conversion of underwriting fee and interest on a bridge loan. In this relation, the share capital shall be increased by minimum NOK 132,000 and maximum NOK 268,000 by issuance of minimum 6.6 million and maximum 13.4 million new shares in relation to the converting of a underwriting fee, and that the share capital of the Company shall be increased by minimum NOK 100,000 and maximum NOK 300,000 by the issuance of minimum 5 million and maximum 15 million new shares in relation to the converting of the interest on a bridge loan. The shares in the directed issue are offered at a subscription price of NOK 0.056 per new share.
 
Subscription price:
The subscription price is NOK 0.08 per new share, provided, however, that 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. Investors who hold a claim against the Company and who are allocated new shares in the Rights Issue may in agreement with the Company choose to set-off the obligation to pay for the new shares against the claim against the Company. Such agreement is provided for e.g. in relation to a bridge loan, whereby the bridge financing lenders may choose to pay for allocated new shares through a set-off against the principal amount of the bridge loan. Further, the Company has also entered into such agreement with the underwriters Kitron AS and DNB Markets in relation to any new shares allocated to them as underwriters.
 
Subscription period:
From 18 November 2011 at 09:00 hours (CET) to 2 December 2011 at 17:30 hours (CET).
 
Subscription rights:
Each existing shareholder in NorDiag registered in the Norwegian Central Securities Depository (the "VPS") as of 17 November 2011 will be granted 3.64414 subscription rights for each existing share registered as held by such existing shareholder. The first day of trading in the shares excluding subscription rights was 15 November 2011. The number of subscription rights issued to each existing shareholder will be rounded down to the nearest whole subscription right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one new share in the Rights Issue.
 
Subscription rights transferred to shareholders registered in the VPS will be fully tradable and listed on Oslo Børs with ticker code "NORD T".
 
For restrictions in respect of who may be allocated, or permitted to acquire, the subscription rights or to exercise the subscriptions rights, reference is made to Section 5.20 (The Rights Issue-Selling and transfer restrictions) of the prospectus.
 
Trading period for subscription rights:
From 18 November 2011 at 09:00 hours (CET) to 2 December 2011 at 17:30 hours (CET).
 
A subscription right has an economical value if the subscription price in the Right Issue is lower than the share price in the market. Subscription rights that are not sold or exercised before 17:30 hours (CET) on 2 December 2011 will have no value and will lapse without compensation to the holder.
 
Principles of allocation:
The board of directors allocates the new shares. The following allocation criteria shall apply:

i.    Allocation will be made to subscribers on the basis of allocated and acquired subscription rights that have been validly exercised in the subscription period.
 
ii.    If not all subscription rights are exercised, members of the underwriting syndicate who have over-subscribed or subscribed without subscription rights will be allocated new shares on a pro rata basis based on relevant subscription amounts. If a pro rata allocation is not possible, the Company will determine the allocation by drawing lots. Accordingly, it is deviated from the shareholders' secondary pre-emptive rights.
 
iii.    New shares that are not allocated in accordance with section (i) and (ii) above will be allocated pro rata to subscribers having exercised their subscription rights, and who have over-subscribed, based on the number of subscription rights exercised by each such subscriber. If a pro rata allocation is not possible, the Company will determine the allocation by drawing lots.
 
iv.    New shares that are not allocated in accordance with section (i), (ii) and (iii) above will be allocated to subscribers who do not have subscription rights. Allocation will be sought made on a pro rata basis based on relevant subscription amounts, provided, however that such allocation may be rounded down to the nearest 100 shares.

v.    New shares that are not allocated in accordance with section (i), (ii), (iii) and (iv) above, will be subscribed for by and allocated to the underwriters based on and in accordance with the underwriting obligations of the respective underwriter, provided, however, that underwriters Kitron AS and DNBMarkets will only be allocated unsubscribed shares after full allocation has been given to other underwriters. The underwriting may only be invoked to the extent it is required in order obtain subscriptions corresponding to the underwritten amount in the rights issue.
 
Underwriting:
In connection with the Rights Issue the Company has entered into agreements with certain existing shareholders and new investors in order to secure subscriptions for new shares in the Rights Issue. Pursuant to these agreements, such parties have guaranteed subscription of an aggregate of NOK 15 million worth of shares. If fewer new shares than the minimum number are subscribed for by the end of the subscription period, the underwriters will be allocated the remaining new shares so that the minimum number is subscribed for.
 
For further information regarding the underwriting reference is made to Section 5.17 (The Rights Issue-Underwriting) of the prospectus.
 
Conditions for completion of the Rights Issue:
The completion of the Rights Issue is conditional upon that the reduction of the Company's share capital resolved at the extraordinary general meeting held on 30 September 2011 has been registered with the Norwegian Register of Business Enterprises. Registration is expected to take place on or about 5 December 2011. Further, the board of directors may, until the issuance of the New Shares (expected to be on or about 19 December 2011) decide that the Company shall not carry out the Right Issue if the board of directors finds that events that occurred subsequent to the date of the general meeting held 2 November 2011 suggests that the Company and its shareholders is best served by not completing the Right Issue, including, but not limited to, if the board of directors finds that the Rights Issue should not be carried out because (i) the Company's financing needs have changed, (ii) the Company has access to financing on better terms, or (iii) it is necessary in order to facilitate an acquisition of the Company.
 
If it, up until the issuance of the new shares (expected to be on or about 19 December 2011), becomes clear that the above conditions will not be fulfilled, the Rights Issue will be withdrawn. If the Rights Issue is withdrawn or not carried out for any reason, all subscription rights will lapse without value, any subscriptions for, and allocations of, new shares that have been made will be disregarded and any payments for new shares made will be returned to the subscribers without interest or any other compensation. The lapsing of subscription rights shall be without prejudice to the validity of any trades in subscription rights, and investors will not receive any refund or compensation in respect of subscription rights purchased in the market.
 
Reduction in share capital:
At an extraordinary general meeting of the Company held on 30 September 2011 it was resolved to reduce the Company's share capital by NOK 67,231,082.10 from 68,603,145 to 1,372,062.90, by reducing the nominal value of the shares from NOK 1.00 to NOK 0.02. It was resolved that the reduction amount should be transferred to other equity. The notice period for creditors in connection with the share capital reduction started 3 October 2011 and will end 5 December 2011, at which point the share capital reduction will be completed by registration in the Norwegian Register of Business Enterprises.
 
Distribution, and availability, of the prospectus:
Subject to applicable local securities laws, the prospectus will be sent by mail to all shareholders in the Company registered in the VPS as of 17 November 2011. The prospectus is also available at www.nordiag.com and www.dnb.no/emisjoner. The prospectus can also be obtained from the Company and DNB Markets by request.
 
For further information, please contact:
CEO Mårten Wigstøl,  Phone: +47 911 65775
CFO Tone Kvåle,  Phone: +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.

Read the notice in Norwegian here.