BioPorto A/S publishes prospectus in connection with offering of shares with pre-emptive subscription rights to existing shareholders

BioPorto  A/S
Prospectus/Announcement of Prospectus

BioPorto A/S publishes prospectus in connection with offering of shares with
pre-emptive subscription rights to existing shareholders

In accordance with the Company’s previously announced plans for securing
additional funding, the Board of BioPorto has today decided to offer a minimum
of 40,000,000 and maximum of 70,724,526 new shares completed with pre-emptive
subscription rights to existing shareholders (the “Offering”). The subscription
price is DKK 1 per new share. 

The Company has received advance undertakings as well as guarantee commitments
to subscribe for a total of 45,237,435 new shares equal to 64% of the Offering
and exceeding the minimum offer of 40,000,000 new shares. The new management of
BioPorto has experienced a strong support for the rights issue and the
management expects that the completion of the Offer will provide a solid base
for the further development of BioPorto. 

Main features of the Offering

  -- The offering comprises of a minimum of 40,000,000 and maximum of 
70,724,526
 new shares each with a nominal value of DKK 1 (“Offer Shares”). 
  -- The subscription price is DKK 
1 per share of nominally
 DKK 1.
  -- The offering will be completed with pre-emptive 
subscription 
rights to existing shareholders in 
BioPorto A/S
.
  -- The subscription period commences on August 23, 2013 and closes on
     September 5, 2013.

The board of directors of BioPorto A/S has resolved to exercise the
authorisation in article 16a of BioPorto A/S’s articles of association to
increase the share capital of the company. In connection with the Offering,
BioPorto A/S publishes a prospectus in accordance with the rules on
proportional disclosure in relation to issuance with pre-emptive subscription
rights. 

The basis of the Offering and the application of the proceeds

In recent years, BioPorto A/S has focused on the development and marketing of
The NGAL Test(TM), a diagnostic test to measure acute kidney injury. In order
to continue the marketing and to pursue implementation of The NGAL Test(TM),
the company has resolved to raise additional capital through the Offering. 

Upon full subscription of the Offering, the gross proceeds will amount to a
total of DKK 70,724,526 and the estimated net proceeds are expected to amount
to approximately DKK 65.4 million. Upon minimum subscription of 40,000,000
shares, the estimated net proceedsare expected to amount to approximately DKK
35 million. 

Upon completion of the Offering, an amount of DKK 8 million of the proceeds
will be applied to settle the bridge financing, which the company obtained in
June 2013, and thus will be converted into Offer Shares. Furthermore, the
company expects to apply DKK 13.5 million of the proceeds to settle convertible
bonds issued by the company in ISIN code DK0030263454. The bridge financing and
the convertible bonds fall due on 16 and 20 September 2013, respectively.
Approximately DKK 1,3 million is expected to be applied as payment of accrued
interest of the bridge financing and the convertible bonds. 

BioPorto A/S contemplates to use the rest of the net proceeds from the Offering
to further develop the product portfolio of BioPorto A/S, to promote NGAL
tests, especially The NGAL Test(TM), to ensure the company’s IP rights as well
as general application in the company. 

Advance undertakings and guarantee commitments

A group of investors have submitted binding advance undertakings to subscribe
for in total 30,823,618 Offer Shares equivalent to combined gross proceeds of
DKK 30,823,618 by way of exercise of subscription rights or by subscription of
any remaining shares. The company’s CEO has undertaken to acquire and exercise,
personally or through a company controlled by the CEO, subscription rights or
to acquire shares for an aggregate amount of DKK 200,000. In addition, a group
of investors have submitted binding guarantee commitments to subscribe for an
additional 14,413,817 Offer Shares. Consequently, the company has obtained
advance undertakings as well as guarantee commitments for an amount exceeding
the minimum gross proceeds of DKK 40,000,000. A minimum of 15.4 million Offer
Shares (equivalent to a subscription amount of DKK 15.4 million) are expected
to be paid in full or in part by conversion of loans. 

The commitments are subject to the prospectus being approved by the Danish
Financial Supervisory Authority and a conditional approval of the admission of
the Offer Shares to trading and official listing on NASDAQ OMX Copenhagen A/S.
These conditions are met on the date of the prospectus. The advance
undertakings and the guarantee commitments may be cancelled, if the company
prior to the expiration of subscription period for the Offer Shares, publishes
a company announcement concerning matters, which from the perspective of the
Company has a material adverse effect on the company’s business, economic
position and/or future prospects. 

Terms of the Offering

The Offering

The Offering comprises of a minimum of 40,000,000 and a maximum of 70,724,526
shares of nominally DKK 1 each with pre-emptive subscription rights to the
company’s existing shareholders. 

Offer price

The new shares are offered at a price of DKK 1 per share of nominally DKK 1.

Subscription ratio

The Offering is completed at the ratio of 2:3, which implies that any exsisting
shareholder of the company registered as shareholder with VP Securities A/S on
August 21, 2013 at 12.30 p.m. CET will be allocated three (3) subscription
rights per one (1) existing share. Two (2) subscription rights will entitle the
holder to subscribe for one (1) Offer Share with a nominal value of DKK 1. 

Trading in subscription rights

The subscription rights can be traded on NASDAQ OMX Copenhagen A/S during the
period from August 20, 2013 at 9.00 a.m. CET to September 2, 2013 at 5.00 p.m.
CET.  The subscription rights are issued in ISIN code DK0060500858. 

Subscription period

The subscription period for the Offer Shares commences on August 23, 2013 and
closes on September 5, 2013 at 5.00 p.m. CET. Any subscription rights that are
not exercised in the subscription period will lapse and hereafter have no value
and the holder of such subscription rights will not be entitled to
compensation. 

Payment and delivery

Upon exercise of the subscription rights, the holder must pay DKK 1 per Offer
Share subscribed for. Payment of the Offer Shares shall be made in Danish
Kroner (DKK) on the date of subscription, however, not later than September 5,
2013 at 5.00 p.m. CET. 

By agreement with the Company, payment can be made by deposits of debt in the
form of convertible bonds issued by the Company in ISIN code DK0030263454. 

Remaining Shares

Offer Shares which are not subscribed for by exercise of subscription rights
(“Remaining Shares”) may, without compensation to the holders of the
unexercised subscription rights, be subscribed for by existing shareholders,
who have made a binding undertaking to subscribe for the Remaining Shares at
the subscription price before the expiration of the subscription period.
Further, the company may allow qualified investors to subscribe for the
Remaining Shares. 

Trading and official listing of Offer Shares

Prior to the completion of the Offer, the Offer Shares will be registered under
a temporary and unlisted ISIN code. Upon completion of the Offering, the Offer
Shares will be registered and admitted for trading and official listing with
NASDAQ OMX Copenhagen A/S. The admission for trading is effected by merging the
temporary ISIN codes with the ISIN code of existing shares. The merger of the
ISIN codes will occur as soon as possible after the registration of the Offer
Shares with the Danish Business Authority, which is expected to occur on
September 12, 2013 provided that the Offering is completed. 

Cancellation or withdrawal of the Offering

The completion of the Offering is conditional upon subscription of Offer Shares
resulting in gross proceeds of at least DKK 40 million, equivalent to a minimum
subscription of 40,000,000 Offer Shares against payment of DKK 1 per Offer
Share. If the condition is not satisfied, the Offering will be withdrawn. 

Furthermore, BioPorto A/S may at any time cancel the Offering prior to
registration of the capital increase with the Danish Business Authority, in
respect of the Offer Shares, under certain circumstances and unpredicted
events. 

If the Offering is cancelled, an announcement will be published through NASDAQ
OMX Copenhagen A/S as soon as possible. 

Expected timetable:



Timetable

August 19, 2013                            Last day of trading in existing
shares, including subscription rights 

(assuming trade with usual value of three (3) trading days)

August 20, 2013                            First day of trading in existing
shares, excluding subscription rights 

(assuming trade with usual value of three (3) trading days)

August 20, 2013                            First day of trading of subscription
rights on NASDAQ OMX 

August 21, 2013                            Allocation of subscription rights (
at 12.30 p.m. CET  via VP Securities) 

August 23, 2013                            First day of the subscription period

September 2, 2013                        Last day of trading of subscription
rights on NASDAQ OMX 

September 5, 2013                        Last day of the subscription period

Not later than five (5) bank days after the expiration of the subscription
period 

(expectedly on September 11, 2013)                       Announcement of the
result of the Offering 

September 12, 2013                      Expected registration of the Offer
Shares with the Danish Business Authority 

September 17, 2013                      Expected first trading day of the Offer
Shares at NASDAQ OMX 

Prospectus

The prospectus is available for review at the address of BioPorto A/S from
today’s date until September 5, 2013 and can be reviewed on all weekdays from
9.00 a.m. until 4.00 p.m. CET. 

BioPorto A/S

Grusbakken 8

DK-2820 Gentofte

Tel: +45 45 29 00 00

E-mail: info@bioporto.com

With certain limitations, the prospectus can also be downloaded from the
website of BioPorto A/S (www.bioporto.com). Apart from information that is
incorporated into the prospectus by reference, the contents of the website of
BioPorto A/S do not form part of the prospectus. 

BioPorto A/S

For further information please contact:

Peter Mørch Eriksen, CEO

Christina Thomsen, Investor Relations

Tel. +45 45 29 00 00, mail investor@bioporto.com

This announcement does not constitute an offer to buy or sell securities in
BioPorto A/S (“Securities”) and it is not a solicitation to make an offer to
buy or sell Securities. 

The issuer of the Securities has not registered and does not intend to register
the Securities or any portion thereof in the United States, Canada, Australia
or Japan or in any other jurisdiction and does not intend to make a public
offering of the Securities in the United States, Canada, Australia or Japan or
in any other jurisdiction except from Denmark. 

This announcement may not be distributed in or otherwise made available, the
Offer Shares may not be offered or sold, directly or indirectly, and the
subscription rights may not be exercised or otherwise offered or sold, directly
or indirectly, in the United States, Canada, Australia or Japan or any
jurisdiction outside Denmark, unless such distribution, offering, sale or
exercise is permitted under applicable laws in the relevant jurisdiction, and
BioPorto A/S has received satisfactory documentation to that effect. 

The prospectus, the Offering, the subscription rights and the Offer Shares have
not been approved, disapproved or recommended by the U.S. Securities and
Exchange Commission or any other U.S. regulatory authority. The subscription
rights and the Offer Shares are not and will not be registered under the US
Securities Act of 1933 as amended (“Securities Act”) or any state or securities
laws in the United States. Any transfer of subscription rights and any offer
and/or sale of the Offer Shares are not permitted except by offer and sale in
accordance with Regulation S under the Securities Act.