Announcement No. 20-09 / Copenhagen, 27 May 2009
TopoTarget A/S
Symbion
Fruebjergvej 3
DK 2100 Copenhagen
Denmark
Tel: +45 39 17 83 92
Fax: +45 39 17 94 92
CVR-nr: 25695771
www.topotarget.com
On 27 May 2009, an Extraordinary General meeting was held in TopoTarget A/S, as
per the convening notice dated 14 May 2009.
At the general meeting a group of shareholders made a proposal to modify the
original proposal made by the Board of Directors to amend the Articles of
Association, as set out below:
”Article 7
The Board of Directors is until 20 April 2014 27 May 2010 authorised at one or
more times to increase the
Company's share capital with up to nominal DKK 66,304,510.
Capital increases according to this authorisation up to DKK 6,630,451 can be
carried out by the Board of Directors by way of contributions in kind
(including e.g. acquisitions of existing businesses), conversion of debt and/or
cash contributions and can be carried out with or without pre-emptive
subscription rights for the Company's shareholders at the discretion of the
Board of Directors.
Capital increases in excess of DKK 6,630,451 made in accordance with the this
authorisation can by the board of directors be carried out by cash contribution
with pre-emptive subscription rights for the Company's shareholders in one (1)
rights issue of shares. The Board of Directors is solely authorised to carry
out a rights issue of shares during the period until 27 May 2010 based on an
assessment by the board that this is in the best interest of the Company and
its shareholders.
The new shares shall be negotiable shares issued to bearer, but may be recorded
in the name of the holder. The new shares shall not have any restrictions as to
their transferability and no
shareholder shall be obliged to have the shares redeemed fully or partly. The
shares shall be with the same rights as the existing share capital. The new
shares shall give rights to dividends and other rights in the Company from the
time which is determined by the Board of Directors in connection with the
decision to increase the share capital.”
The board of directors decided to withdraw its original proposal and put the
modified proposal before the shareholders for adoption. The modified proposal
was adopted and Article 7 of the Company's Articles of Association is hereafter
worded as follows:
“The Board of Directors is until 27 May 2010 authorised at one or more times to
increase the
Company's share capital with up to nominal DKK 66,304,510.
Capital increases according to this authorisation up to DKK 6,630,451 can be
carried out by the Board of Directors by way of contributions in kind
(including e.g. acquisitions of existing businesses), conversion of debt and/or
cash contributions and can be carried out with or without pre-emptive
subscription rights for the Company's shareholders at the discretion of the
Board of Directors.
Capital increases in excess of DKK 6,630,451 made in accordance with the this
authorisation can by the board of directors be carried out by cash contribution
with pre-emptive subscription rights for the Company's shareholders in one (1)
rights issue of shares. The Board of Directors is solely authorised to carry
out a rights issue of shares during the period until 27 May 2010 based on an
assessment by the board that this is in the best interest of the Company and
its shareholders.
The new shares shall be negotiable shares issued to bearer, but may be recorded
in the name of the holder. The new shares shall not have any restrictions as to
their transferability and no
shareholder shall be obliged to have the shares redeemed fully or partly. The
shares shall be with the same rights as the existing share capital. The new
shares shall give rights to dividends and other rights in the Company from the
time which is determined by the Board of Directors in connection with the
decision to increase the share capital.”
As previously announced, by company announcement no. 15-09 of 14 May 2009, it
is contemplated that the authorization will be utilized in the form of a fully
tradeable rights issue to existing shareholders as soon as practically possible
and expectedly during Q2 or Q3 2009. Through the rights issue, the Board of
Directors seeks to strengthen the Company's financial position generally and
aims to strengthen the Company's possibilities for reaching a value-enhancing
partnering agreement on belinostat with a strong partner as well as to obtain
financing for the achievement of the Company's key milestones.
TopoTarget A/S
For further information, please contact:
Peter Buhl Jensen Telephone +45 39 17 94 99
CEO Mobile +45 21 60 89 22
