YEAR-END REPORT JANUARY-DECEMBER 2013
· Net sales increased by 47% to SEK 8,912k (6,080k).
· Operating loss improved by SEK 4,196k to SEK 15,985k (loss: 20,181k), earnings per share improved to SEK -1.10 (-2.04).
· Cash flow from operating activities was SEK -12,469k (-14,848k).
· Genovis carried out two rights issues that raised about SEK 37.5 million before issue expenses.
Summary: fourth quarter 2013
· Net sales changed marginally compared with the fourth quarter of 2012.
· Operating loss improved by SEK 3,106k to SEK 5,385k (loss: 8,491k), earnings per share improved to SEK -0.34 (-0.70).
· Cash flow from operating activities was SEK -1,502k (-3,889k).
· Genovis launched two new products, FabULOUS and GlycINATOR for analysis and characterization of antibody molecules.
· Genovis was granted SEK 1 million in research support from VINNOVA (the Swedish Agency for Innovation Systems) to explore a method for online process control in conjunction with manufacturing of the biological drug, mAbCHECK.
· Genovis carried out a rights issue in December that raised about SEK 23.7 million before issue expenses.
Comments from CEO Sarah Fredriksson
2013 is the first year that Genovis shows a positive earnings trend. I consider this achievement to be one of the most important milestones in the Company’s development. Compared with 2012, sales rose 47 percent, while expenses increased on an annualized basis to 13 percent, primarily due to expenses for reorganization and continued investments in sales and marketing. Consequently, financial performance for the full year remains unchanged, though it improved over the first three quarters. I am not concerned about this variation over the quarters; in fact, I believe we will continue to see this trend in the future.
We launched two new products in October. They were well-received by our customers and sales took off immediately, which speaks well of our R & D activities. During the fourth quarter, sales increased by about 70 percent in Europe compared with the same period last year, at the same time that we experienced a slowdown in the US market. We noted a cautious attitude in the US during the autumn amid general concerns about the economic situation. The US customers are at the forefront in the use of our products and they are heavily involved in completely new applications. Consequently I do not believe that interest is weakening, but rather the opposite and therefore believe this is a temporary decline. The reduced revenues in the US caused sales to remain unchanged in the fourth quarter compared with the same quarter in 2012, despite a strong increase in Europe. Expenses before depreciation and amortization rose 10 percent on a quarterly basis, with operating expenses increasing by 2.7 percent, while the rest are administrative costs of a nonrecurring nature.
We had three objectives for 2013: to launch two new product lines, to substantially increase sales and for the protein products to become self-sufficient. We achieved the first two objectives and the products in the protein engineering portfolio generate sales that cover the costs of production, administration and sales and marketing activities, while also generating a contribution to research and development. While we did not quite achieve objective number three during the year, we made great strides in the right direction and will continue to do so in 2014. I believe we have every prospect for success in this endeavor.
Sarah Fredriksson
CEO, Genovis AB
Date change for Annual General Meeting
The AGM, which was to be held on April 24, will be postponed. The new date for the AGM is May 20, 2014.
Genovis to publish Year-end Report 2013 ahead of schedule
The Board of Directors of Genovis AB (publ) has decided to publish the Year-end Report 2013 ahead of schedule. The Year-end Report for January-December, which was to be announced on February 27, will be published ahead of schedule. The new publication date for the report is February 17, 2014.
Genovis’ Board of Directors has decided upon a private placement
Following authorization by the Extraordinary General Meeting of November 19, 2013, Genovis’ Board of Directors has decided upon a private placement of a maximum of 804,643 shares in the company. The subscription period runs until January 20 and the subscription price is SEK 4.50, which is the same as in the rights issue with the subscription period December 2 to 16, 2013.The issue will raise a maximum of SEK 3.6 million for the company and share capital could increase by a maximum of SEK 321,857.20. Following the completed private placement, share capital will amount to a maximum of SEK 8,738,260.80 and the number of shares will be a maximum of 21,845,652. The reason for deviation from shareholders’ preferential rights is to be able to take advantage of interest from underwriters within the framework of issued underwriting guarantees in the rights issue with the subscription period December 2-16, 2013.
The issue will have a dilutive effect of about 3%.
Genovis rights issue oversubscribed
Of the total issue volume of 5,260,252 shares, 88 % were subscribed for with preferential rights. The rights issue raised about SEK 23.7 million before issue expenses for Genovis. Statements of account will be sent on December 19, 2013, to allot shares subscribed for without preferential rights.
Genovis was granted SEK 1 million in research support from VINNOVA
Pharmaceutical companies have a constant need to improve their ability to understand their process parameters and the parameters that give rise to or affect the properties of biological drugs*. The ultimate goal is to control the process by analyzing the product at different times and adjusting process parameters when necessary to achieve a safe and effective biological drug as the end product.
“In addition to patient safety, the pharmaceutical industry is interested in being able to produce high-quality drugs at the lowest cost possible and the project specifically intends to offer this group a reliable and automatic method that saves both time and money in the customer’s optimization of production processes,” says Sarah Fredriksson, CEO at Genovis
*Biological drugs are produced in “living” cells, a production system that is far more complex than pure chemical synthesis of small molecules. The industry has a strong incentive to find rapid and automatable solutions to analyze antibodies – preferably one that is fully automated, without any manual intervention.
Genovis publish a new share issue prospectus
Finansinspektionen (the Swedish Financial Supervisory Authority) approved on November 20 Genovis prospectus for 2013.
Genovis AB (publ)
The Board of Directors
COMMUNIQUÉ FROM EXTRAORDINARY GENERAL MEETING FOR GENOVIS AB (PUBL) NOVEMBER 19, 2013
The Extraordinary General Meeting decided upon a rights issue to existing shareholders in which three (3) existing shares entitle the holder to subscription for one (1) new share at a subscription price of SEK 4.50/ share. The share capital could increase by a maximum of SEK 2,104,100.80 through the issuance of up to 5,260,252 shares.
Timetable for new issue
Nov. 25, 2013 Last trading day for Genovis share, including subscription rights for new issue.
Nov. 28, 2013 Record date for participation in the new issue; shareholders registered in Genovis’ share register on this day receive subscription rights for participation in the new issue.
Dec. 2 – Dec. 16, 2013 Subscription period. Subscription with preferential rights through cash payment during the subscription period. Shareholders may report their intention to subscribe throughout the subscription period.
The Extraordinary General Meeting resolve to authorize the Board, provided that the rights issue for a maximum of 5,260,252 shares is fully subscribed, on one or more occasions, to decide on the issuance of a total of a maximum of 1,350,000 shares in the Company with or without preferential rights for the Companyʼs shareholders. The subscription price will be four Swedish kronor and fifty öre (SEK 4.50), payment for subscribed shares shall be made in cash, and the Board will have the option to permit set-offs retroactively. This authorization will be valid for the period ending on January 20, 2014.
The reason for any deviation from shareholdersʼ preferential rights is to be able to take advantage of attracting interest from potential underwriters within the framework for issued underwriting guarantees.
Interim Report January – September 2013
· Positive gross profit SEK 222k (-449k)
· Net sales rose by about 39% to SEK 2,750k (1,972k), for the period Jan-Sep net sales rose by about 69%.
· Comprehensive income was a loss of SEK 2,740k (loss: 3,221k).
· Comprehensive income per share basic and diluted totaled SEK -0.17 (-0.27).
· Cash flow from operating activities during the period was SEK -3,286k (-3,614k).
· Genovis’ subsidiary GeccoDots introduced a groundbreaking product, FeODot EasyKit , that serves as a contrast agent in magnetic resonance imaging, PET/SPECT, optical imaging and ultrasound, and presented the results from the project in the pipeline at WMIC in Savannah, George, USA. New results from the Nanomotus project and the Sentinel Node project were also presented at the scientific portion of the conference.
· Genovis signed an agreement with Respiratorius to test and evaluate RESP-3000 as a new biomarker for early diagnosis of cardiovascular disease using a “PET” camera.
Events after the end of the period
In October Genovis launched FabULOUS, for analysis and characterization of antibody molecules, and GlycINATOR, for analysis of antibody molecules at Well Characterized Biologicals in Washington D.C.
Genovis’ Board of Directors resolved, subject to resolution by the Extraordinary General Meeting on November 19, to carry out a rights issue to existing shareholders in which three (3) existing shares entitle the holder to subscribe for one (1) issued share at a price four Swedish kronor and fifty öre (SEK 4.50). As a result of this resolution share capital could increase by a maximum
SEK 2,104,100.80 through the issuance of a maximum of 5,260,252 shares. Following the completed rights issue, share capital will amount to a maximum of SEK 8,416,403.60 and the number of shares to 21,041,009. The company will raise about SEK 23.7 million before issue expenses.
Shareholders have committed in writing to subscribe for 36 percent of the rights issue and external shareholders have committed to underwrite the remaining 64 percent.
In addition, the Board of Directors proposes that the Extraordinary General Meeting resolve to authorize the Board, provided that the rights issue for a maximum of 5,260,252 shares is fully subscribed, on one or more occasions, to decide on the issuance of a total of a maximum of 1,350,000 shares in the Company with or with or without preferential rights for the Company’s shareholders. The subscription price will be four Swedish kronor and fifty öre (SEK 4.50), payment for subscribed shares shall be made in cash, and the Board will have the option to permit payment by set-off retroactively. This authorization will be valid for the period ending on January 20, 2014. The reason for any deviation from shareholders’ preferential rights is to be able to take advantage of attracting interest from potential underwriters within the framework for issued underwriting guarantees.
Comments from CEO Sarah Fredriksson
We see a continued positive sales trend for our products and the past quarter has been the best in Genovis’ history. Sales jumped 25 percent compared with the second quarter this year. We are making the greatest progress in the US, where so far this year sales are up 110 percent over the same period last year. If we analyze the value of our products to customers, ignoring distributor discounts, our products have sold for SEK 11.5 million per rolling 12 months, compared with SEK 6.2 million at the same point last year.
Regarding financial performance, this is the first quarter where we can show a positive gross profit. In addition to staff costs, which increased by 12% compared with the third quarter last year, marketing in particular increased by about 40% for the Group compared with the third quarter last year. We are dedicating resources to spread awareness of our products. In the long term this initiative will yield more customers and stronger customer relationships for both Genovis and our subsidiary GeccoDots, which during the quarter began to participate at conferences to introduce nanostructures to the preclinical imaging market.
At the end of the period two of our development projects reached their goal, resulting in completely new product groups. Both GlycINATOR and FabULOUS were launched in mid-October. Few occasions are as wonderful as when a development project, which has required so much effort and energy, results in a commercially viable product and generates the first revenues. This time we received added support from some of our key clients, who beta tested the products alongside our internal development process.
Sarah Fredriksson
CEO, Genovis AB
Genovis’ board of directors resolves to issue new shares and announces Extraordinary General Meeting
In 2013 Genovis streamlined operations in the parent company by placing the nano portfolio, which primarily focuses on new contrast agents intended for both the preclinical and clinical markets, in the wholly owned subsidiary GeccoDots AB (formerly Eijdo research AB). The Board of Directors resolved to keep GeccoDots as a wholly owned subsidiary for the foreseeable future and Genovis will raise funds to actively run the subsidiary in 2014-2015. The cost is expected to be about SEK 14 million and is included in the 2014 budget. The project, which focuses on imaging of lymph nodes in tumor diseases and stem cell tracking, will continue to be pursued to the extent that the subsidiary receives financing, which is expected through research support and other external financing.
To achieve the above objective, Genovis’ Board of Directors, subject to resolution by the Extraordinary General Meeting on November 19, resolved to carry out a rights issue to existing shareholders in which three (3) existing shares entitle the holder to subscribe for one (1) issued share at a price four Swedish kronor and fifty öre (SEK 4.50). As a result of this decision share capital could increase by a maximum of SEK 2,104,100.80 through the issuance of up to 5,260,252 shares. Following the completed rights issue, share capital will amount to a maximum of SEK 8,416,403.60 and the number of shares to 21,041,009.The Company will raise about SEK 23.7 million before issue expenses, which are expected to be SEK 1 million. The issue will have a dilutive effect of 25 percent on the holdings of those who do not subscribe to the rights issue for their full stake.
Shareholders have committed in writing to subscribe for 36 percent of the rights issue and external shareholders have committed to underwrite the remaining 64 percent.
In addition, the Board of Directors proposes that the Extraordinary General Meeting resolve to authorize the Board, provided that the rights issue for a maximum of 5,260,252 shares is fully subscribed, on one or more occasions, to decide on the issuance of a total of a maximum of 1,350,000 shares in the Company with or with or without preferential rights for the Company’s shareholders. The subscription price will be four Swedish kronor and fifty öre (SEK 4.50), payment for subscribed shares shall be made in cash, and the Board will have the option to permit payment by set-off retroactively. This authorization will be valid for the period ending on January 20, 2014. The reason for any deviation from shareholders’ preferential rights is to be able to take advantage of attracting interest from potential underwriters within the framework for issued underwriting guarantees.
Timetable for rights issue
Nov. 25, 2013 Last trading day for the Genovis share including subscription rights for the new issue.
Nov. 28, 2013 Record date for participation in the new issue; shareholders registered in Genovis’ share register on this day receive subscription rights for participation in the new issue.
Dec. 2 – Dec. 16, 2013 Subscription period. Subscription with preferential rights through cash payment during the subscription period. Shareholders may report their intention to subscribe throughout the subscription period.
Notice of Extraordinary General Meeting of Genovis AB
The shareholders of Genovis AB (publ) are hereby invited to an Extraordinary General Meeting at 4:30 pm on Tuesday, November 19, 2013 at Scheelevägen 2, Medicon Village in Lund.
4:00 – 4:25 pm Registration
4:30 pm General Meeting convened
Light refreshments will be served after the meeting
Proposed Agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of voting list.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Determination of whether the Meeting was duly convened
7a. Resolution on rights issue
7b. Resolution on overallotment option
8. Authorization of the Chief Executive Officer to make minor adjustments to the resolutions in accordance with item 7 which may be necessary in conjunction with registration and implementation thereof.
9. Meeting adjourned.
Item 7a resolution on new share issue
The Board of Directors proposes that the Extraordinary General Meeting resolve to conduct a rights issue to existing shareholders in which three (3) existing shares entitle the holder to subscription for one (1) new share at a subscription price of SEK 4.50/ share. As a result of this resolution share capital could increase by a maximum of SEK 2,104,100.80 through the issuance of up to 5,260,252 shares. In the event that all shares are not subscribed for on the basis of subscription rights, allocation of shares shall be made within the scope of the maximum amount of the share issue, at which the Board shall allocate the shares firstly to those who have subscribed for shares on basis of subscription rights, pro rata in relation to their subscription on the basis of subscription rights, secondly to those who have declared their interest to subscribe for shares without subscription rights, pro rata in relation to their declared interest and last to guarantors in proportion to their guarantee undertakings.
Following the completed rights issue, share capital will amount to a maximum of SEK 8,416,403.60 and the number of shares to 21,041,009. The company will raise about SEK 23.7 million before issue expenses, which are expected to be SEK one (1) million. The issue will have a dilutive effect of 25 percent on the holdings of those who do not subscribe to the rights issue for their full stake.
Timetable for rights issue
Nov. 25, 2013 Last trading day for the Genovis share including subscription rights for the new issue.
Nov. 28, 2013 Record date for participation in the new issue; shareholders registered in Genovis’ share register on this day receive subscription rights for participation in the new issue.
Dec. 2 – Dec. 16, 2013 Subscription period. Subscription with preferential rights through cash payment during the subscription period. Shareholders may report their intention to subscribe throughout the subscription period.
Item 7b. Resolution on overallotment option
The Board of Directors proposes that the Extraordinary General Meeting resolve to authorize the Board, provided that the rights issue for a maximum of 5,260,252 shares is fully subscribed, on one or more occasions, to decide on the issuance of a total of a maximum of 1,350,000 shares in the Company with or with or without preferential rights for the Company’s shareholders. The subscription price will be four Swedish kronor and fifty öre (SEK 4.50), payment for subscribed shares shall be made in cash, and the Board will have the option to permit set-offs retroactively. This authorization will be valid for the period ending on January 20, 2014.
The reason for any deviation from shareholders’ preferential rights is to be able to take advantage of attracting interest from potential underwriters within the framework for issued underwriting guarantees.
For a valid resolution under item 7b, the Meeting’s resolution must be supported by shareholders representing at least two thirds of both the voting rights and the shares represented at the Meeting.
Right to participate in the meeting of shareholders
Shareholders who are listed in a printout of the shareholders’ register produced by Euroclear Sweden AB (formerly VPC AB) on November 13, 2013, and have notified the Company of their intention to attend the Extraordinary General Meeting by November 13, 2013 at the latest are entitled to participate in the Extraordinary General Meeting.
Recording in shareholders’ register
Only owner-registered holdings are listed in the register maintained by Euroclear Sweden AB (formerly VPC AB). Shareholders whose shares are registered in the name of a trustee must temporarily register their shares in their own name to be entitled to participate in the Extraordinary General Meeting of shareholders. Shareholders who have trustee-registered shares must request temporary owner-registration, so-called voting-right registration, with their bank or broker holding the shares prior to November 13, 2013.
Registration
Register to participate at the Extraordinary General Meeting:
- by mail to Genovis AB (publ), Box 790, S-220 07 Lund, Sweden
- by phone +46 (0)46-10 12 30, by fax +46 (0)46-12 80 20
- by e-mail: info@genovis.com
Include the following information when registering
- name/company name and personal identification number/corporate registration number
- address and phone number
- name and personal identification number of any representative/accompanying representative(s)
Documents
The complete proposal by the Board of Directors in relation to item 7 above will be made available at the Company’s office at Scheelevägen 2, Box 790, 220 07 Lund and on the Company’s website www.genovis.com as of November 5, 2013, and will be sent, upon request, to shareholders who provide their mailing address.
It is noted that the Company has 15,780,757 shares and votes.
Shareholders are reminded of their right to request information in accordance with Chapter 7, § 32.
Lund, November 2013
Board of Directors, Genovis AB (publ)
