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Offering Circular 2008

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Offering Circular 2008 Offering Circular 2008 OFFERING CIRCULAR (International Version) LifeCycle Pharma A/S (a public company incorporated with limited liability under the laws of the Kingdom of Denmark, registered number 26527767) Rights Issue of up to a maximum of 24,078,880 new Shares of nominal DKK 1 each at DKK 17 per Share with Preemptive Rights for Existing Shareholders at the ratio of 3:4 This Offering Circular has been prepared in connection with a capital increase comprising an offering (the “Offering”) of up to a maximum of 24,078,880 new shares (the “Offer Shares”) of nominal DKK 1 each of LifeCycle Pharma A/S (the “Company” or “LifeCycle Pharma”) with preemptive rights to subscribe for Offer Shares (“Preemptive Rights”) to the Existing Shareholders (as defined below) at the ratio of 3:4. As of the date of this Offering Circular (the “Offering Circular Date”), but prior to the Offering, the Company’s registered share capital is nominal DKK 32,105,174 and consists of 32,105,174 shares of nominal DKK 1 each, all of which are fully paid (the “Existing Shares”). Pursuant to the authorization adopted as Article 9 of the Company’s Articles of Association, the board of directors (the “Board of Directors”) passed a resolution on 17 March 2008 to increase the Company’s share capital by up to nominal DKK 24,078,880 (corresponding to 24,078,880 Offer Shares of nominal DKK 1 each). The capital increase will be carried out with Preemptive Rights for Existing Shareholders. On 1 April 2008 at 12:30 p.m. CET (the “Allocation Time”) any person registered with VP Securities Services (Værdipapircentralen A/S) as a shareholder of the Company (“Existing Shareholders”) will be allocated three (3) Preemptive Rights for each Existing Share held. For every four (4) Preemptive Rights, the holder will be entitled to subscribe for one (1) Offer Share at a price of DKK 17 per Offer Share (the “Offer Price”), which is below the officially quoted price of the Existing Shares on 14 March 2008 of DKK 29.20 per Share. Due to the subscription ratio of 3:4 and the number of Existing Shares in the Company prior to the Offering (32,105,174 Shares), there will be an excess of two (2) Preemptive Rights even if all Offer Shares are subscribed. The trading period for the Preemptive Rights will commence on 28 March 2008 at 9:00 a.m. CET and close on 10 April 2008 at 5.00 p.m. CET. The subscription period for the Offer Shares (the “Subscription Period”) commences on 2 April 2008 at 9.00 a.m. CET and closes on 15 April 2008 at 5.00 p.m. CET. Preemptive Rights that are not exercised during the Subscription Period will lapse with no value, and the holder of such Preemptive Rights will not be entitled to compensation. Once a holder of Preemptive Rights has exercised such rights and subscribed for Offer Shares, such subscription cannot be revoked or modified by the holder. The Preemptive Rights have been approved for trading and official listing on the OMX Nordic Exchange Copenhagen A/S (“OMX Nordic Exchange Copenhagen”). Investors should be aware that an investment in the Preemptive Rights and the Offer Shares involves a high degree of risk. See “Risk Factors” beginning on page 12 to read about factors that should be considered before investing in the Preemptive Rights and the Offer Shares. The Offering is not underwritten, but H. Lundbeck A/S and Novo A/S have each made a binding undertaking to exercise its Preemptive Rights to subscribe for, in aggregate, 9,635,376 Offer Shares corresponding to total gross proceeds of approximately DKK 163.8 million (approximately € 21.97 million). The Offering comprises a public offering in Denmark and a private placement in certain other jurisdictions. The Offering is subject to Danish law. This Offering Circular has been prepared in order to comply with the standards and conditions applicable under Danish law. Joint Global Coordinators and Lead Managers The date of this Offering Circular is 18 March 2008 This Offering Circular may not be distributed or otherwise made available, the Offer Shares may not be directly or indirectly offered, sold or subscribed, and the Preemptive Rights may not be directly or indirectly offered, sold, acquired or exercised in the United States, Canada, Australia or Japan, unless such distribution, offering, sale, acquisition, exercise or subscription is permitted under applicable laws of the relevant jurisdiction, and the Company and the Joint Global Coordinators and Lead Managers receive satisfactory documentation to that effect. This Offering Circular may not be distributed or otherwise made available, the Offer Shares may not be directly or indirectly offered, sold or subscribed and the Preemptive Rights may not be directly or indirectly offered, sold, acquired or exercised in any other jurisdiction, unless such distribution, offering, sale, acquisition, exercise or subscription is permitted under applicable laws of the relevant jurisdiction. The Company and the Joint Global Coordinators and Lead Managers may require receipt of satisfactory documentation to that effect. Due to such restrictions under applicable legislation and regulations, the Company expects that certain investors residing in the United States, Canada, Australia, Japan and other jurisdictions may not be able to receive this Offering Circular and may not be able to exercise their Preemptive Rights or subscribe for the Offer Shares. No offering and no solicitation to any person is being made by the Company in any circumstances that would be unlawful. The Preemptive Rights and the Offer Shares have not been approved by the U.S. Securities and Exchange Commission, any state securities commission in the U.S. or any other U.S. regulatory authority, nor have any of such regulatory authorities passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Offering Circular. Any representation to the contrary is a criminal offence in the U.S. The Preemptive Rights and the Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the U.S., and Preemptive Rights may not be offered, sold, acquired or exercised in the U.S. and Offer Shares may not be subscribed, offered or sold in the U.S. unless they are registered under the Securities Act or an exemption from such registration requirements is available. Any person in the U.S. wishing to exercise Preemptive Rights and subscribe for Offer Shares must execute and deliver an investor letter satisfactory to the Company and the Joint Global Coordinators and Lead Managers to the effect that such exercise of Preemptive Rights and subscription of Offer Shares would be in compliance with U.S. law, see Part III, Section 5.13 “Jurisdictions in which the Offering will be made and restrictions applicable to the Offering”. The Company’s Existing Shares are listed on the OMX Nordic Exchange Copenhagen under the symbol “LCP” and the securities code DK0060048148. The Offer Shares will not be issued or admitted to trading and official listing on the OMX Nordic Exchange Copenhagen until after registration of the capital increase relating to the Offering with the Danish Commerce and Companies Agency. Issuance and admission to trading and official listing of the Offer Shares is expected to take place on 21 April 2008 in the securities code of the Existing Shares (DK0060048148). The Preemptive Rights and the Offer Shares will be available for delivery by allocation to accounts through the book-entry facilities of VP Securities Services. The Offer Shares have been accepted for clearance through Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). In connection with the Offering, the Joint Global Coordinators and Lead Managers may, from commencement of the trading period for Preemptive Rights, until 30 days after the first day of trading and official listing of the Offer Shares, effect transactions which stabilize or maintain the market prices of the Preemptive Rights (stabilizing actions regarding the Preemptive Rights will only take place during the trading period for Preemptive Rights), the Offer Shares and the Existing Shares at levels above those which might otherwise prevail in the open market. The Joint Global Coordinators and Lead Managers are, however, not obliged to effect any such transactions. Such transactions, if commenced, may be discontinued at any time. Introduction In connection with the Offering in Denmark, an offering cir- tered trademark and Fenoglide™ is a trademark owned by cular has been prepared in Danish (the “Danish Offering Sciele Pharma, Inc. (“Sciele Pharma”), Lipitor® is a regis- Circular”). The Danish Offering Circular has been prepared tered trademark owned by Pfizer, Inc. (“Pfizer”). Rapa- in compliance with Danish legislation and regulations, mune® is a registered trademark owned by Wyeth. including Consolidated Act no. 1077 of 4 September 2007 on Securities Trading, as amended, the rules of the OMX No person is authorized to give any information or to make Nordic Exchange Copenhagen and Executive Order No. any representation not contained in this Offering Circular in 1232 of 22 October 2007 issued by the Danish Financial connection with the Offering and any information or repre- Supervisory Authority on prospectuses (the “Prospectus sentation not so contained must not be relied upon as Order”). This Offering Circular is an English translation of having been authorized by us or on our behalf or by or on the Danish Offering Circular. A separate offering circular has behalf of the Joint Global Coordinators and Lead Managers. been prepared in relation to the offering to persons located in the U.S.
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