Copenhagen, 2013-04-23 08:08 CEST (GLOBE NEWSWIRE) --
Summary
-- Danionics reported a loss of DKK 1.1 million for the first quarter 2013. -- On 9 April 2013 the Company sold its 50 % share stake in the joint venture company Danionics Asia Ltd. After that the Company has no longer operational activities. The sale will not affect the Company's financial statements for 2013. -- The major shareholder Surplus Enterprise Ltd. has sold its whole shareholding of 17.34 % in Danionics A/S to the new major shareholder Strategic Capital ApS, which has now 20.1 % of the sharecapital in Danionics A/S. -- Strategic Capital ApS has granted a loan to Danionics A/S amounting to DKK 1.5 million. -- At the forthcoming annual general meeting, the new major shareholder is expected to provide further information on the Company's plans for the future. No statement will therefore be made at this time about the Company's specific expectations for 2013.
First quarter 2013 financial performance
Danionics reported a loss of DKK 1.1 million in the first quarter 2013. The Company's performance is affected by provisions of DKK 0.6 million relating to the sale of the Company's stock exchange shell and the investment in and loan capital to Danionics Asia Ltd.
The loan capital to Danionics Asia is recognised in the amount of DKK 0, which is unchanged from 31 March 2012. Together with the investment in Danionics Asia, the loan capital was sold at HKD 5 in early April 2013. For additional information, see Company announcement no. 5/2013 dated 9 April 2013.
Cash amounted to DKK 0.4 million. Equity amounted to negative DKK 0.9 million at 31 March 2013 against positive DKK 0.2 million at 31 December 2012. The reduction in equity corresponds to the net loss for the period.
Outlook for 2013
The Company issued stock exchange announcement no. 5/2013 on 9 April 2013 with the following contents:
"On 9 April 2013, the Board of Directors was informed that Danionics A/S' largest shareholder, Surplus Enterprise Limited Hong Kong, (in the following referred to as "Surplus") has accepted an offer to sell Surplus' shareholding in Danionics A/S (in the following referred to as the "Company"). The shareholding consists of a total of 2,929,478 shares of DKK 1 nominal value each, corresponding to 17.34% of the share capital in the Company. The buying price is DKK 0.60 per share.
The buyer has made the provision that the Company must also sell its receivable from and its 50% stake in Danionics Asia Ltd.
Consequently, the Board has resolved to divest the Company's receivable from and its 50% stake in Danionics Asia Ltd. in connection with the execution of the share acquisition. The consideration for the shareholding in and receivable from Danionics Asia Ltd. amounts to HKD 5. A fairness opinion ordered by the Board of Directors to verify the consideration for the shareholding and the receivable concludes that the shareholding and the loan amount have no value at the present time. The agreed consideration for the receivable and the shareholding in Danionics Asia Ltd. will not affect the Company's financial statements for 2013.
The buyer has also agreed to grant the Company a loan of DKK 1.5 million. The loan falls due on 31 December 2013.
At the upcoming annual general meeting due to be held on 23 April 2013, the buyer will inform about the future plans for the Company.
Over the past few years, Surplus has provided funding for the still loss-making operations of Danionics Asia Ltd. Surplus has indicated to the Board of Directors that it does not intend to continue funding the operations of Danionics Asia Ltd. Also, Surplus has informed the Board that it does not wish to support the Company's continued operations by subscribing new shares in the Company, which it has done on two previous occasions.
Against this background, the Board of Directors has found that in the current situation this is the best possible solution for the shareholders of the Company, as the alternative would be a liquidation of the Company.
As a result of the share transaction, the Board of Directors will stand for re-election at the annual general meeting. Accordingly, the new members of the Board of Directors are to be elected. Furthermore, at the general meeting the Board of Directors will withdraw its proposal to liquidate the Company. Reference is made to the agenda that has been issued."
On the same date, the Company issued stock exchange announcement no. 6/2013, stating that Strategic Capital ApS, as a majority shareholder, had acquired 20.1% of the share capital of Danionics A/S.
On 18 April 2013, the Company issued stock exchange announcement no. 7/2013:
"Strategic Capital ApS has asked Danionics A/S to announce the following statement:
"Strategic Capital ApS has noted the fluctuations in the price of the Danionics share over the past few days and the speculations of the intentions of Strategic Capital ApS in respect of the Company. Strategic Capital ApS has therefore asked Danionics A/S to announce the following statement:
Further to company announcement no. 5 of 9 April 2013 and Strategic Capital ApS' section 29- announcement of the same date, and in light of the speculations in continuation hereof, Strategic Capital ApS hereby wish to elaborate on Strategic Capital ApS' plans for Danionics.
It is Strategic Capital ApS' intent that Danionics A/S going forward shall carry out business within investments in securities. With this in mind, Strategic Capital ApS intends to have a new board of directors of Danionics A/S elected on the forthcoming annual general meeting. It is the intention to convene an extraordinary general meeting of Danionics A/S as soon as possible thereafter with a view to render decisions on i.e. a decrease of the share capital to cover losses and an authorisation to the board of directors to increase the share capital (with or without pre-emptive rights for the existing shareholders). The size of the decrease in share capital as well as the size of the authorisation to the board of directors to increase the share capital will be announced no later than in connection with the notice of the extraordinary general meeting.
Strategic Capital ApS expects on the forthcoming annual general meeting to give a more detailed account of the plans for Danionics A/S and the business which Strategic Capital ApS wish that the company shall be in going forward.-
For further information, please contact:
Henning O. Jensen, Chief Executive Officer, tel. +45 88 91 98 70
Attachment:
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-- Danionics reported a loss of DKK 1.1 million for the first quarter 2013. -- On 9 April 2013 the Company sold its 50 % share stake in the joint venture company Danionics Asia Ltd. After that the Company has no longer operational activities. The sale will not affect the Company's financial statements for 2013. -- The major shareholder Surplus Enterprise Ltd. has sold its whole shareholding of 17.34 % in Danionics A/S to the new major shareholder Strategic Capital ApS, which has now 20.1 % of the sharecapital in Danionics A/S. -- Strategic Capital ApS has granted a loan to Danionics A/S amounting to DKK 1.5 million. -- At the forthcoming annual general meeting, the new major shareholder is expected to provide further information on the Company's plans for the future. No statement will therefore be made at this time about the Company's specific expectations for 2013.
First quarter 2013 financial performance
Danionics reported a loss of DKK 1.1 million in the first quarter 2013. The Company's performance is affected by provisions of DKK 0.6 million relating to the sale of the Company's stock exchange shell and the investment in and loan capital to Danionics Asia Ltd.
The loan capital to Danionics Asia is recognised in the amount of DKK 0, which is unchanged from 31 March 2012. Together with the investment in Danionics Asia, the loan capital was sold at HKD 5 in early April 2013. For additional information, see Company announcement no. 5/2013 dated 9 April 2013.
Cash amounted to DKK 0.4 million. Equity amounted to negative DKK 0.9 million at 31 March 2013 against positive DKK 0.2 million at 31 December 2012. The reduction in equity corresponds to the net loss for the period.
Outlook for 2013
The Company issued stock exchange announcement no. 5/2013 on 9 April 2013 with the following contents:
"On 9 April 2013, the Board of Directors was informed that Danionics A/S' largest shareholder, Surplus Enterprise Limited Hong Kong, (in the following referred to as "Surplus") has accepted an offer to sell Surplus' shareholding in Danionics A/S (in the following referred to as the "Company"). The shareholding consists of a total of 2,929,478 shares of DKK 1 nominal value each, corresponding to 17.34% of the share capital in the Company. The buying price is DKK 0.60 per share.
The buyer has made the provision that the Company must also sell its receivable from and its 50% stake in Danionics Asia Ltd.
Consequently, the Board has resolved to divest the Company's receivable from and its 50% stake in Danionics Asia Ltd. in connection with the execution of the share acquisition. The consideration for the shareholding in and receivable from Danionics Asia Ltd. amounts to HKD 5. A fairness opinion ordered by the Board of Directors to verify the consideration for the shareholding and the receivable concludes that the shareholding and the loan amount have no value at the present time. The agreed consideration for the receivable and the shareholding in Danionics Asia Ltd. will not affect the Company's financial statements for 2013.
The buyer has also agreed to grant the Company a loan of DKK 1.5 million. The loan falls due on 31 December 2013.
At the upcoming annual general meeting due to be held on 23 April 2013, the buyer will inform about the future plans for the Company.
Over the past few years, Surplus has provided funding for the still loss-making operations of Danionics Asia Ltd. Surplus has indicated to the Board of Directors that it does not intend to continue funding the operations of Danionics Asia Ltd. Also, Surplus has informed the Board that it does not wish to support the Company's continued operations by subscribing new shares in the Company, which it has done on two previous occasions.
Against this background, the Board of Directors has found that in the current situation this is the best possible solution for the shareholders of the Company, as the alternative would be a liquidation of the Company.
As a result of the share transaction, the Board of Directors will stand for re-election at the annual general meeting. Accordingly, the new members of the Board of Directors are to be elected. Furthermore, at the general meeting the Board of Directors will withdraw its proposal to liquidate the Company. Reference is made to the agenda that has been issued."
On the same date, the Company issued stock exchange announcement no. 6/2013, stating that Strategic Capital ApS, as a majority shareholder, had acquired 20.1% of the share capital of Danionics A/S.
On 18 April 2013, the Company issued stock exchange announcement no. 7/2013:
"Strategic Capital ApS has asked Danionics A/S to announce the following statement:
"Strategic Capital ApS has noted the fluctuations in the price of the Danionics share over the past few days and the speculations of the intentions of Strategic Capital ApS in respect of the Company. Strategic Capital ApS has therefore asked Danionics A/S to announce the following statement:
Further to company announcement no. 5 of 9 April 2013 and Strategic Capital ApS' section 29- announcement of the same date, and in light of the speculations in continuation hereof, Strategic Capital ApS hereby wish to elaborate on Strategic Capital ApS' plans for Danionics.
It is Strategic Capital ApS' intent that Danionics A/S going forward shall carry out business within investments in securities. With this in mind, Strategic Capital ApS intends to have a new board of directors of Danionics A/S elected on the forthcoming annual general meeting. It is the intention to convene an extraordinary general meeting of Danionics A/S as soon as possible thereafter with a view to render decisions on i.e. a decrease of the share capital to cover losses and an authorisation to the board of directors to increase the share capital (with or without pre-emptive rights for the existing shareholders). The size of the decrease in share capital as well as the size of the authorisation to the board of directors to increase the share capital will be announced no later than in connection with the notice of the extraordinary general meeting.
Strategic Capital ApS expects on the forthcoming annual general meeting to give a more detailed account of the plans for Danionics A/S and the business which Strategic Capital ApS wish that the company shall be in going forward.-
For further information, please contact:
Henning O. Jensen, Chief Executive Officer, tel. +45 88 91 98 70
Attachment:
https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=428826
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