TopoTarget A/S Publishes Offering Circular in Connection with a Rights Issue. Board Change.

Announcement No. 25-09 / Copenhagen, 02 June 2009	
Not to be distributed in the US, Japan, Canada or Australia
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

TopoTarget A/S (OMX: TOPO) (“TopoTarget” or the “Company”) today publishes an
offering circular in connection with a rights issue of shares (the “Offering”).
The Offering consists of a public offering of a minimum of 33,152,255 new
shares and up to a maximum of 66,304,510 new shares  (collectively referred to
as the “Offer Shares”) each with a nominal value of DKK 1 in TopoTarget with
pre-emptive rights to subscribe for the Offer Shares for the Company's existing
shareholders at a ratio of 1:1. The subscription price for the Offer Shares is
DKK 2 per Offer Share. The Offering is not underwritten. 

Board Change in connection with the Offering
Chief Executive Officer of TopoTarget, Dr. Peter Buhl Jensen has resigned his
position as a board member in the Company immediately before the Offering for
better compliance with current corporate governance recommendations. 

Reasons for the Offering and Use of Proceeds
TopoTarget intends to use the net proceeds from the Offering, income from sales
of Savene®/Totect®, future milestone payments and its existing cash balances to
further develop TopoTarget's potential product portfolio towards
commercialisation and for general corporate purposes. This will primarily
include clinical trial activities with some supportive pre-clinical activities
and general administrative expenditure. 

TopoTarget's priority will be to develop its blockbuster potential compound
belinostat into the market either alone or together with a partner. Until a
partner agreement is in place most of the Company's R&D expenditure will be
used on the belinostat compound. When a partner agreement is in place
TopoTarget will adjust the overall strategy and start developing other of the
pipeline compounds, as appropriate. 

Upon full subscription of the Offering, the gross proceeds will be
approximately DKK 132.6 million (EUR 17.8 million) and the net proceeds are
expected to be approximately DKK 120.0 million (EUR 16.1 million). If only
33,152,255 Offer Shares are subscribed, the gross proceeds will be
approximately DKK 66.3 million (EUR 8.9 million) and the net proceeds are
expected to be approximately DKK 57.4 million (EUR 7.7 million). Further, at
the Offering Circular Date, TopoTarget has DKK 61.4 million (EUR 8.2 million)
in cash and securities. 


Binding advance subscription undertakings
Three of the Company's existing shareholders HealthCap, Tredje AP-fonden and
Buhl Krone Holding ApS, a company wholly-owned by the Company's Chief Executive
Officer Peter Buhl Jensen have made binding advance undertakings to the Company
to subscribe a total of 10,477,636 Offer Shares corresponding to an aggregate
investment of DKK 20,955,272 equal to approximately 32 % of the minimum
proceeds. 

Underwriting
The Offering has not been underwritten, neither in full nor in part.

Failure to obtain minimum offering
The completion of the Offering is subject to the subscription of a minimum of
33,152,255 Offer Shares in the Offering, equivalent to the Company receiving
gross proceeds of at least DKK 66,304,510 (EUR 8,898,740) through the Offering.
If these minimum proceeds are not received, the Offering will be discontinued
and will not be completed. 

Pre-emptive rights
Any person registered with VP as a shareholder of the Company on 15 June at
12:30 pm CET will be allotted one (1) pre-emptive right for each existing share
held. For every pre-emptive right the holder will be entitled to subscribe for
one (1) Offer Share against payment of DKK 2 per Offer Share, which is below
the officially quoted price on 29 May 2009 of DKK 4.42 per existing share. 

Shares traded after 10 June at 5:00 pm CET will trade ex pre-emptive rights.

Trading Period for Pre-emptive rights
The pre-emptive rights can be traded on Nasdaq OMX Copenhagen during the period
from 11 June at 9:00 am CET to 24 June at 5:00 pm CET under the ISIN code
DK0060183515. 
 
Subscription Period
The subscription period for the Offer Shares commences on 16 June at 9:00 am
CET and closes on 29 June at 5:00 pm CET. Pre-emptive rights that are not
exercised during the subscription period will lapse with no compensation, and
holders of such pre-emptive rights will not be entitled to compensation. 

Trading and official listing of Offer Shares
Issuance and admission for trading and official listing of the Offer Shares is
expected to take place on 6 July 2009 directly in the ISIN code of the
Company's existing shares (DK0060003556). 

Subscription and Allocation of Offer Shares not subscribed through the exercise
of Pre emptive rights 
Offer Shares which have not been subscribed for by the Company's shareholders
according to their pre-emptive rights through the exercise of pre-emptive
rights or by investors according to acquired pre-emptive rights on expiry of
the subscription period may without compensation to the holders of pre-emptive
rights on a discretionary basis be allocated by the Board of Directors to
shareholders and investors who do not hold any pre-emptive rights if, prior to
the expiry of the subscription period, they have submitted binding undertakings
to the Global Co-ordinator & Bookrunner to subscribe for Offer Shares at the
offer price. 

The Offering Circular contains the following prospective financial information
for the financial year ending 31 December 2009: 

Prospective financial information for the year ending 31 December 2009 assuming
gross proceeds of DKK 132.6 million (EUR 17.8 million) 
The Company expects to incur significant losses as its research and
development, sales, marketing, administrative activities, including clinical
trials, continue to expand. The Company will not be in a position to reach
sustainable profitability until its product candidates and projects have been
successfully developed, approved and commercialised. 
•	Research and development expenses, including sales and marketing activities,
are expected to amount to approximately DKK 115 million to DKK 125 million
(approximately EUR 15.4 million to EUR 16.8 million) due to the rising level of
activity. 
•	The administrative expenses are expected to amount to approximately DKK 20
million to DKK 25 million (approximately EUR 2.6 million to EUR 3.4 million). 
•	The loss before tax for 2009 is expected to be approximately DKK 140 million
to DKK 160 million (approximately EUR 18.8 million to EUR 21.5 million). 
Prospective financial information for the year ending 31 December 2009 assuming
gross proceeds of between DKK 66.3 million and DKK 132.6 million 
The Company expects to incur significant losses as its research and
development, sales, marketing, administrative activities, including clinical
trials, continue to expand. The Company will not be in a position to reach
sustainable profitability until its product candidates and projects have been
successfully developed, approved and commercialised. 

If the gross proceeds from the Offering is lower than DKK 132.6 million, the
Company expects to have the option of carrying out one of two arrangements,
which will have an impact on the expectations for the 2009 financial year as
described below: 

Divestment of one or more of the Company's assets:
•	Research and development expenses, including sales and marketing activities,
are expected to amount to approximately DKK 115 million to DKK 125 million
(approximately EUR 15.4 million to EUR 16.8 million) due to the rising level of
activity. 
•	The administrative expenses are expected to amount to approximately DKK 20
million to DKK 25 million (approximately EUR 2.6 million to EUR 3.4 million)
excluding the expected minimum net proceeds from the divestment of assets 
•	The loss before tax for 2009 is expected to be approximately DKK 140 million
to DKK 160 million (approximately EUR 17.5 million to EUR 20.1 million)
excluding the expected minimum net proceeds from the divestment of assets. 

Reduction of patient recruitment for clinical belinostat trials:
•	Research and development expenses, including sales and marketing activities,
are expected to amount to approximately DKK 100 million to DKK 110 million
(approximately EUR 13.4 million to EUR 14.8 million) due to the rising level of
activity. 
•	The administrative expenses are expected to amount to approximately DKK 20
million to DKK 25 million (approximately EUR 2.6 million to EUR 3.4 million). 
•	The loss before tax for 2009 is expected to be approximately DKK 130 million
to DKK 150 million (approximately EUR 17.5 million to EUR 20.1 million). 

Reports by the Company's auditors
The review report by the Company's independent auditors on the interim
financial statements for the period 1 January to 31 March 2009 set forth in the
Offering Circular contains the following emphasis of matter: 

“Without qualifying our opinion we draw attention to the disclosures in
“Accounting policies” (Note 1 to the interim financial statements) under “Going
concern statement” in which it is stated that Management expects that during
the course of 2009 it will achieve one or more funding events by way of
completion of the Offering, divestment of one or more of the Company's assets
or out-licensing agreements. Management expects that the Company will in this
way be able to source sufficient funding of its operations for a period of at
least 12 months from the Offering Circular Date. As mentioned, this is subject
to risk. Management has based the presentation of the financial statements on
the assumption that it will be possible to mitigate such risk for which reason
it has presented the interim financial statements on a going concern basis. We
have not found any grounds for taking a different view in this respect. 

Without qualifying our opinion we draw attention to the disclosures in the
“Accounting policies” (Note 1 to the interim financial statements) under
"Impairment test of acquired research and development projects”. It is stated
that the impairment tests performed are subject to uncertainty, however,
Management believes that the write-downs for impairment made are necessary and
adequate and that the amounts recognised accordingly give a fair presentation.
We have not found any grounds for taking a different view in this respect.” 

Global Co-ordinator & Bookrunner
Handelsbanken Capital Markets (division of Svenska Handelsbanken AB (publ.))
acts as Global Co-ordinator & Bookrunner in connection with the Offering. 

Offering Circular
Copies of the Offering Circular are available on request from:

Handelsbanken Capital Markets
Havneholmen 29
DK-1561 Copenhagen V
Denmark
Phone: +45 33 41 82 00

Subject to certain exceptions, the Offering Circular can also be downloaded
from the Company's website: www.topotarget.com. 
  
Timetable of Principal Events

Last day of trading of Existing Shares cum Pre-emptive Rights: 10 June 2009.
First day of trading of Existing Shares ex Pre-emptive Rights: 11 June 2009.
Existing Shares traded after the close of business on Nasdaq OMX Copenhagen on 
11 June 2009 will trade ex Pre-emptive Rights. 
Allocation Time:	15 June 2009 at 12:30 pm CET through VP's book entry system.
Subscription Period for Offer Shares: From 16 June 2009 at 9:00 am to 29 June
at 5:00 pm CET. 
Rights Trading Period:	From 11 June 2009 at 9:00 am to 24 June at 5:00 pm CET.
Publication of the results of the Offering:	2 July 2009.
Completion of the Offering: 	If the Offering is completed, the Offer Shares
subscribed will be issued by TopoTarget A/S after registration of the capital
increase with the Danish Commerce and Companies Agency, which is expected to
take place on 2 July 2009. 
Official listing of and trading in Offer Shares under existing ISIN code:	6
July 2009. 


TopoTarget A/S


For further information, please contact:

Peter Buhl Jensen	Telephone	+45 39 17 94 99
CEO		Mobile	+45 21 60 89 22

Disclaimer

This announcement is not an invitation or an offer to invest in TopoTarget A/S.
Any subscription of shares and/or investment in pre-emptive rights must be
based on the Offering Circular prepared by the Company in connection with the
Offering. This document does not constitute an offer for the sale of
securities. 
CERTAIN U.S. RELATED MATTERS
The pre-emptive rights and the Offer Shares have not been and will not be
registered under the U.S. Securities Act and are not being offered or sold
except in transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act, including Rule 801 thereunder. In
addition, any U.S. person receiving pre-emptive rights may not transfer such
pre-emptive rights, except in reliance on Regulation S or in another
transaction exempt from, or not subject to, the registration requirements of
the U.S. Securities Act. The pre-emptive rights and the Offer Shares are being
offered outside the U.S. in reliance on Regulation S under the U.S. Securities
Act. The pre-emptive rights and the Offer Shares have neither been approved by
the United States Securities and Exchange Commission, any state securities
commission in the U.S. or any other U.S. regulatory authority, nor have any of
them passed upon or endorsed the merits of the Offering or the accuracy or
completeness of the Company's Offering Circular. Any representation to the
contrary is a criminal offence in the U.S. 
CERTAIN UNITED KINGDOM AND NORTHERN IRELAND RELATED MATTERS
The Offering is only being made to (i) “investment professionals” as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”) or (ii) “high net worth companies,
unincorporated associations, etc.” or any other persons to whom the Offering
Circular may legally be communicated under Article 49(2)(a) to (e) of the
Order. 
CERTAIN EUROPEAN ECONOMIC AREA RELATED MATTERS
In relation to each member of the European Economic Area which has implemented
the EU Prospectus Directive (each, a “Relevant Member State”), not including
Denmark, no offer of pre-emptive rights or Offer Shares is being made to the
public in any Relevant Member State, except that an offer of pre-emptive rights
and Offer Shares may be made to the public in that Relevant Member State at any
time under the following exemptions from the Prospectus Directive, if they have
been implemented in that Relevant Member State: 
(a)	to legal entities which are authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, whose corporate
purpose is solely to invest in securities; 
(b)	to any legal entity which has two or more of (i) an average of at least 250
employees during the last financial year; (ii) a total balance sheet of more
than EUR 43,000,000 and (iii) an annual net turnover of more than EUR
50,000,000, as shown in its latest annual or consolidated accounts; 
(c)	to fewer than 100 natural or legal persons (other than “qualified
investors” as defined in the Prospectus Directive), subject to the prior
written consent of the Global Co-ordinator & Bookrunner; or 
(d)	in any other circumstances which do not require publication by the Company
of a prospectus pursuant to Article 3 of the EU Prospectus Directive. 
NOTICE TO INVESTORS IN JAPAN, CANADA AND AUSTRALIA 
The pre-emptive rights and the Offer Shares have not been and will not be
registered under the Securities and Exchange Law of Japan (the “Securities and
Exchange Law”), and the pre-emptive rights and the Offer Shares will not be
offered or sold, directly or indirectly, in Japan or to, or for the benefit of,
any resident of Japan (which term as used herein means any person resident in
Japan, including any corporation or other entity organised under the laws of
Japan), or to others for re-offering or resale, directly or indirectly, in
Japan or to a resident of Japan. 

The Offering does not comprise investors in Canada and Australia, and the
Offering Circular may not be sent to or in any other way be made available to
investors in Canada or Australia.