NeuroSearch A/S – H1 report 2019

Announcement

21 August 2019











Below please find the H1 report 2019. The full report is available in the enclosed PDF file.

NeuroSearch posted an operating loss of DKK 6.1 million in H1 2019 (H1 2018: a loss of DKK 2.8 million).



NeuroSearch posted a net loss of DKK 6.3 million in H1 2019 (H1 2018: a net loss of DKK 3.0 million).



The higher loss is mainly ascribable to costs associated with the preparation of the planned merger with Nordic Transport Group Holding A/S (NTG). NTG has signed a letter of intent in respect of the transaction, under which NTG has accepted a binding obligation to cover 50 per cent of NeuroSearch’s costs for external advisers if the NTG transaction has not been implemented on or before 31 December 2019 (see company announcement of 17 June 2019).



At 30 June 2019, cash and cash equivalents totalled DKK 64.8 million (30 June 2018: DKK 70.4 million).



Company update

At the company’s annual general meeting on 29 April 2019, it was decided to carry out a share consolidation of all the company's shares through a reversed share split at a consolidation ratio of 20:1. This reversed share split reduced the number of issued shares in the company so that 20 shares of nominally DKK 0.05 are added up to form one share of nominally DKK 1 (at a ratio of 20:1). The reversed share split was carried out in June 2019.



Financial outlook for 2019

On the basis of realised and expected costs in connection with the transaction between NeuroSearch and NTG Holding, NeuroSearch revises its financial guidance for 2019 from an operating loss in the range of DKK 9-13 million to an operating loss in the range of DKK 10-15 million. The guidance for 2019 includes expected expenses for the transaction, and depending on whether the transaction with NTG Holding is implemented before 31 December 2019 or not.



Events after the balance sheet date

On 9 July 2019, NeuroSearch announced a status of the transaction with NTG. On 5 April 2019, NeuroSearch issued an announcement, from which it appeared that NeuroSearch and NTG had signed a non-binding letter of intent to merge NeuroSearch and NTG by way of contribution of the shares in NTG (and shares in some of its subsidiaries) into NeuroSearch against issuance of new shares in NeuroSearch to the shareholders of NTG and issue of new shares to new investors (announcement no. 13-19).



On 9 July 2019, NTG announced that it had acquired an additional 14,587 shares of nominally DKK 20 in NeuroSearch. NTG Holding subsequently owns 308,924 shares of nominally DKK 20 in NeuroSearch, corresponding to 25.27 per cent of the total share capital and voting rights in NeuroSearch (announcement no. 14-19).



On 23 July 2019, NTG announced that it had acquired an additional 13,266 shares of nominally DKK 20 in NeuroSearch. NTG Holding subsequently owns 407,885 shares of nominally DKK 20 in NeuroSearch, corresponding to 33.37 per cent of the total share capital and voting rights in NeuroSearch (announcement no. 16-19).



On 23 July 2019, NTG announced that it will make a mandatory public cash takeover offer to the other shareholders of NeuroSearch to acquire all outstanding NeuroSearch shares, excluding the company's holding of own shares, cf. section 3(1) of Executive Order no. 1171 of 31 October 2017 on takeover offers, at a price of DKK 89 per share of nominally DKK 20. (announcement no. 17-19).



On 7 August 2019, NTG published an offer document for a takeover offer. The Board of Directors of NeuroSearch intends no later than 22 August 2019 to submit a joint statement concerning the Offer (announcement no. 18-19).



Other information

As previously informed in company announcements of 5 April 2019 and 9 July 2019, NeuroSearch and Nordic Transport Group A/S ("NTG") have signed a non-binding letter of intent contemplating (i) the combination of NeuroSearch and NTG to be effected by the contribution into NeuroSearch of all shares in NTG (as well as shares in some of its subsidiaries) against the issuance of new shares in NeuroSearch to the shareholders in NTG, and (ii) the offering of shares to new investors (the "Transaction"). It is the intention that the Transaction will be completed in Q4 2019. NTG is a related company to NTG Holding.



Please note that under the rules for issuers of shares, the Transaction will qualify as a "change of identity", see clause 2.9 of the rules. Nasdaq Copenhagen A/S ("Nasdaq") has informed NeuroSearch that Nasdaq will assess whether upon completion of the Transaction NeuroSearch may keep its stock exchange listing following the change of identity. Nasdaq has informed NeuroSearch also that it will begin a process to evaluate whether the shares of NeuroSearch may continue to be admitted to trading, unless in all material respects NeuroSearch adheres to the model for a combination with NTG in accordance with the timetable referred to above.









Mikkel Primdal Kæregaard                              Allan Andersen

Chairman                                                        CEO





Contact person

Allan Andersen, CEO, mobile







About NeuroSearch

NeuroSearch A/S (NEUR) is listed on NASDAQ Copenhagen A/S.

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