Genovis to publish Q1 2013 report ahead of schedule
The Interim Report for January-March, which was to be announced on April 24, will be published ahead of schedule. The new publication date for the report is April 16, 2013.
Genovis’ 2012 Annual Report Published
The English version of the annual report is expected to be published shortly.
The printed annual report can be ordered from the company:
Telephone +46 (0)46-10 12 30
E-mail info@genovis.com
Genovis receives SEK 1.575 million from VINNOVA
“We look forward to the next step in the development of a method intended for commercial use and the support from VINNOVA provides both encouragement and an injection of capital. The collaboration with the team at LTH is crucial and the support from VINNOVA facilitates and strengthens this collaboration,” says Sarah Fredriksson, CEO of Genovis.
Medical applications based on ultrasound were first used after the end of the Second World War. The method is currently used both in diagnostics (imaging) and for treatment. Ultrasound is a well-established method that is unique because it can give the patient an immediate answer since the technician can follow the image in real time, it does not require isotopes or other radiation techniques, and it is available in primary care, intensive care and surgery. It is a relatively cost-effective imaging method compared with MRI and PET.
Notice of Annual General Meeting of Genovis AB (publ)
Shareholders of GENOVIS AB (publ) are hereby summoned to the Annual General Meeting (“the Meeting”) to be held on Thursday, April 25, 2013, at 5:00 p.m. at Scheelevägen 22, Lund, Sweden. Registration for the Meeting will commence at 16:30 pm.
Agenda
- Opening of the meeting.
- Election of chairman for the meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of two persons to attest to the accuracy of the minutes.
- Decision on whether proper notice of the Meeting has been made.
- Presentation of the annual report and the auditors’ report, as well as of the consolidated financial statements and the auditors’ report for the Genovis Group.
- The president’s speech, after which shareholders will have the opportunity to ask questions to the president, chairman of the board and the auditors.
- Resolutions regarding a) Adoption of the income statement and the balance sheet for the parent company, as well as of the consolidated income statement and the consolidated balance sheet for the Genovis Group. b) Disposition of Genovis’ profit/loss in accordance with the approved balance sheet. c) Discharge from liability of the Members of the Board of Directors and the President.
- Decisions on the number of Members and Deputy Members of the Board of Directors, who shall be appointed by the Meeting.
- Decisions on the compensation that shall be paid to the Board of Directors.
- Decisions on the compensation that shall be paid to the auditors.
- Election of Chairman of the Board of Directors and other Members of the Board of Directors.
- Appointment of Directors to the Nomination Committee and adoption of instructions for the Nomination Committee.
- Proposals for resolution on guidelines for salary and on other remuneration for the President and other Members of the management.
- Other business to be addressed by the general meeting in accordance with the Swedish Companies Act or the Articles of Association.
- Proposal that the CEO or those appointed by the Board shall be authorised by the Meeting to make the minor amendments to the Annual General Meeting’s resolutions that may prove necessary in relation to registration at the Swedish Companies Registration Office.
- Conclusion of the Meeting
Motion:
Item 15: The Board of Directors’ proposal for a motion regarding remuneration guidelines for senior executives
These guidelines are valid for employment agreements entered into after the guidelines are approved by the AGM, and for amendments made afterward to existing employment agreements. The basic principle is that remuneration and other terms of employment for the management and CEO will be competitive to ensure that Genovis AB can attract and retain senior executives.
Policy for fixed remuneration
The fixed remuneration to the management and the Chief Executive Officer should be competitive and be based on the individual areas of responsibility and performance.
Policy for variable remuneration
Variable compensation will be limited and linked to predetermined measurable criteria designed to promote long-term value creation for the company. Variable compensation may not exceed a maximum of 25% percent of the fixed salary and will be set per fiscal year.
The Board will consider on a yearly basis whether or not to propose a share-related or market value-related incentive program to the Annual General Meeting. The Annual General Meeting makes the decisions regarding such incentive programs.
Conditions for non-monetary benefits, pensions, termination, and severance pay
Pensions
Management and the CEO are entitled to a defined-contribution pension.
Termination and severance pay
For the CEO the notice period is 12 months for the Company and 6 months for the individual. For management personnel the notice period is 6 months for the Company and 6 months for the individual. Moreover, assuming that the Company gave notice of termination, in certain cases the CEO may be offered 12 months of severance pay. The Board of Directors may depart from these guidelines if there are particular reasons in an individual case.
The company’s undertaking in relation to senior executives and the chief executive may amount to a maximum of SEK 3,435,817.
Participation
To be entitled to participate in the business of the Meeting, shareholders must be recorded in the register of shareholders maintained by Euroclear Sweden AB (former VPC AB, the Swedish Securities Register Center) no later than, April 19, 2013, and must notify Genovis of their intention to attend the Meeting no later than April 19, 2013.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected April 19, 2013. Shareholders are requested to inform their nominees well in advance of this date.
Notification
- mail to GENOVIS AB (publ), Box 270, 220 07 Lund
- telephone +46 (0)46-10 12 30
- fax +46 (0)46-12 80 20
- e-mail: info@genovis.com
When registering, shareholders should state their:
- name/company name
- personal identification or corporate identity number
- address, telephone number
- name and personal identification number of any representatives
- name of the attendance of any assistants
Documents etc.
The annual report, audit report, articles of association, proxy form and the other proposals for motions will be available at the Company’s office at Scheelevägen 22, Box 790, 220 07 Lund and on the Company’s website www.genovis.com as of April 4 and will be sent, upon request, to shareholders who provide their mailing address.
It is noted that the Company has 11,835,568 shares and votes.
Shareholders are reminded of their right to request information in accordance with Chapter 7, § 32.
Lund March 20, 2013
Board of Directors
Thenberg Fondkommission is the certified advisor, T: +4 31-745 50 00
Genovis signs agreement on projects for major pharmaceutical company
“We look forward to launching this initiative together with our customer. This project demonstrates the interest in Genovis’ unique products and is a recognition of our skills and experience in characterizing antibody-based drugs,” says Sarah Fredriksson, CEO of Genovis.
YEAR-END REPORT JANUARY-DECEMBER 2012
(compared with the same period 2011)
· Net sales increased by 88% to SEK 2,017k (1,071k).
· Operating loss before depreciation, amortization and impairment was SEK 4,335k (loss: 3,333k).
· Loss after financial items was SEK 8,465k (loss: 3,956k)*.
· Comprehensive income for the period was a loss of SEK 8,331k (loss: 3,835k)*.
· Comprehensive income per share basic and diluted totaled SEK -0.70 (-0.60).
· Cash flow from operating activities during the period was SEK -3,889k (-2,503k).
· Cash and cash equivalents at the end of the period totaled SEK 6,684k (7,563k).
Full-year 2012
(compared with full-year 2011)
· Net sales increased by 113% to SEK 6,080k (2,856k).
· Operating loss before depreciation, amortization and impairment was SEK -14,975k (- 12,435k).
· Loss after financial items was SEK 20,161k (loss: 13,758k)*.
· Comprehensive income was a loss of SEK 19,915k (loss: 13,608k)*.
· Comprehensive income per share basic and diluted totaled SEK -2.88 (2.37).
· Cash flow from operating activities during the period was SEK -14,848k (-12,150k).
*The impairment charges for the technology platform and patents have a negative impact of SEK 3,790k.
Events after the end of the period
Genovis’ Board of Directors has decided that the nano portfolio, which focuses primarily on new contrast agents intended for both the preclinical and clinical markets, will be placed in the wholly owned subsidiary GeccoDots AB (formerly Eijdo research AB). Genovis will provide the subsidiary with about SEK 6 million in 2013. Operations will focus on product development of products for imaging of lymph nodes in malignant diseases, as well as for stem cell tracking.
With the authorization of the 2012 Annual General Meeting, the Board of Directors of Genovis has decided 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 3.50/ share. As a result of this decision share capital could increase by a maximum of SEK 1,578,075.60 through the issuance of up to 3,945,189 shares. Following the completed rights issue, share capital will amount to a maximum of SEK 6,312,302.80 and the number of shares to 15,780,757.The company will raise about SEK 13.8 million before issue expenses, which are expected to be SEK 600,000. The issue will have a dilutive effect of 25% on the holdings of those who do not subscribe for their full stake.
Record date, March 28, 2013
Subscription period, April 4 – April 17, 2013
Principal owners Mikael Lönn and LMK Ventures AB have provided written subscription undertakings and will subscribe for their respective shares of the issue. In addition, Mikael Lönn and LMK Ventures AB have provided a guarantee along with subscription commitments guaranteeing 70% of the total issue volume. Guarantee fees of 5% will be charged on the amount exceeding the sum of the underwriters’ subscription undertakings. The guarantee fee is SEK 256,141 to be divided equally among the underwriters.
CEO COMMENTS
During the fourth quarter, sales of products from our protein engineering portfolio increased by 88% compared with the same period in 2011–our strongest quarter ever. Looking at performance for the for twelve-month period of 2012 sales increased by 112%. FabRICATOR® continues to be our best-selling product, while our more processed products have increased the most in relative terms. The increase in sales is driven by a higher order value from established customers and a continued increase in the number of customers.
We also made some investments and hired more staff in 2012. Overall, our costs rose 38% during the year excluding impairments of patents and the technology related to the Nano portfolio of SEK 3,790k. We launched the campaign for a stronger team in sales and production in late 2011 and now I believe we have shaped an organization that will be able to take advantage of all of the opportunities that await in 2013.
We participated at two international conferences during the fourth quarter and worked with direct customer meetings. During the year as a whole we attended ten conferences, including seven at which we introduced new customers to the products from the protein engineering portfolio. We still have much work to do to reach out to our entire customer base. Our more experienced team enables us to take a more customer-focused approach and as a result our key customers are helping us to a greater extent in our marketing efforts by acting as ambassadors for the products.
Although we are prioritizing sales and delivery capacity for our existing products, during the fourth quarter we also worked intensively with the development of two new enzyme products. The first one, which we call FabULOUS, is an enzyme that supplements FabRICATOR and we are just starting to introduce it to our key customers in Europe and the United States. We will hold a broader launch later this spring, and later this year we are planning to add yet another new product.
In 2012, we worked with our nanostructures to strengthen the portfolio in terms of technology and patents, partly through collaborations with Lund University researchers. One of our most important tasks this year has been to meet potential customers, competitors and partners and in various ways we have analyzed the information, gained experience and identified needs for new technology and business models. As a result we will focus exclusively on new contrast agents that are based on our multimodal nanostructures. Although the preclinical market is a first step, the platform also has potential in the clinical market.
During the year we phased out operations in the subsidiary that consisted of providing medical imaging services. The restructuring of the operation in 2012 has resulted in an impairment of the holdings in the subsidiary since the business is no longer conducted in the way that was intended at the time of acquisition of Eijdo research AB in 2009, which affects the result of both the parent company and the Group.
We are already moving full speed ahead in 2013 and our two product portfolios will take the next step into each market. For the nano portfolio the main objective is to transition from testing and introduction of the technology into sales. Our unique enzymes have made progress and we now have our sights set on a positive cash flow for the protein portfolio at the end of the year.
Lund February
Sarah Fredriksson
CEO
Genovis’ Board of Directors decides on rights issue
Consequently, the nano portfolio, which focuses primarily on new contrast agents intended for both the preclinical and clinical markets, will be placed in the wholly owned subsidiary GeccoDots AB (formerly Eijdo research AB). Genovis will raise funds to actively run the subsidiary in 2013. The cost is expected to be about SEK 6 million and is included in the 2013 budget. The project, which focuses on both imaging of lymph nodes in tumor diseases and stem cell tracking, will continue to be carried out to the extent that the subsidiary receives financing, which is expected through research support and other external financing.
To achieve the above objectives, the Board has decided to conduct a rights issue.
Rights issue
With the authorization of the 2012 Annual General Meeting, the Board of Directors of Genovis has decided 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 3.50/share. As a result of this decision share capital could increase by a maximum of SEK 1,578,075.60 through the issuance of up to 3,945,189 shares. Following the completed rights issue, share capital will amount to a maximum of SEK 6,312,302.80 and the number of shares to 15,780,757.The Company will raise about SEK 13.8 million before issue expenses, which are expected to be SEK 600,000. The issue will have a dilutive effect of 25% on the holdings of those who do not subscribe for their full stake.
Principal owners Mikael Lönn and LMK Ventures AB have provided written subscription undertakings and will subscribe for their respective shares of the issue. In addition, Mikael Lönn and LMK Ventures AB have provided a guarantee along with subscription commitments guaranteeing 70% of the total issue volume. Guarantee fees of 5% will be charged on the amount exceeding the sum of the underwriters’ subscription undertakings. The guarantee fee is SEK 256,141 to be divided equally between the underwriters.
Timetable for rights issue
March 28, 2013 Record date for participation in the rights issue; shareholders registered on this day in the share register maintained by Euroclear will receive subscription rights for participation in the rights issue.
April 4-17, 2013 Subscription period. Subscription with preferential rights through cash payment during the subscription period. Registration of interest in subscription without preferential rights may be submitted throughout the subscription period.
Investor meeting
In conjunction with the rights issue, Genovis will hold investor meetings on three occasions. CEO and founder Sarah Fredriksson, as well as representatives of Genovis’ management team, will attend all meetings. Information about investor meetings and registration will be available on the Genovis website.
Preliminary schedule for investor meetings
Lund April 3
Helsingborg April 4
Stockholm April 9
Continued strong sales in third quarter
· Net sales increased by 152% to SEK 1,972k (784k).
· Loss after financial items was SEK 3,259k (loss: 3,018k).
· Comprehensive income per share basic and diluted totaled SEK -0.27 (-0.43).
· Cash flow from operating activities during the period was SEK -3,614k (-3,040k).
· Cash and cash equivalents at the end of the period totaled SEK 10,917k (11,035k).
January – September 2012 (compared with the same period 2011)
· Net sales increased by 110% to SEK 4,064k (1,932k).
· Loss after financial items was SEK 11,696k (loss: 9,803k).
· Comprehensive income per share basic and diluted totaled SEK -1.25 (-1.72).
· Cash flow from operating activities during the period was SEK -10,959k (-9,647k).
COMMENTS FROM THE CEO
During the third quarter we continue to see an increase in sales, as well as interest from completely new customers, and we are pleased that demand from existing customers gives larger volumes. It is evident that the products have reached the market through numerous publications and conference papers from our customers, including Pfizer, Amgen, Bruker, FDA and SigmaAldrich, in which they demonstrate the advantages of using our products.
Gross income improved during the third quarter compared with same period last year. We continue our strategic efforts with a strong focus on increased sales of the products in our protein engineering portfolio and as a result, to date this year we have seen increased costs in production as well as in sales and marketing. Three people have joined our staff, two in sales and one in production. However, costs for research and development as well as administration have not increased during the period.
Sarah Fredriksson, CEO
Genovis to publish Q3 2012 report ahead of schedule
The Interim Report for January-September, which was to be announced on November 14, will be published ahead of schedule. The new publication date for the report is November 13, 2012.
HALF-YEARLY REPORT JANUARY-JUNE 2012
· Loss after financial items was SEK k 8,438 (loss: SEK 6,784k).
· Comprehensive income per share, based on a weighted average of the number of outstanding shares, totaled SEK -1.10 (-1.48).
· Cash flow from operating activities during the period was SEK -7,346k (-6,607k).
· Cash and cash equivalents at the end of the period totaled SEK 14,772k (14,161k).
Second quarter highlights
· Genovis introduced FabRICATOR®96-well plate for HTS applications at conferences in Canada and the UK.
· Genovis signed exclusive distribution agreement with Sigma-Aldrich®for sales in Asia, Southeast Asia and South America.
· Genovis hired international sales manager to strengthen organization.
· Reverse share split 1:10 with record date April 10.
· Fully subscribed rights issue with preferential rights for existing shareholders brought Genovis SEK 12.1 million before issue costs.
· Private placement to LMK Ventures AB brought Genovis SEK 5 million.
COMMENTS FROM THE CEO
The most important events for Genovis during the second quarter were the agreement with Sigma Aldrich, doubled net sales compared with the same period last year and the addition of a sales manager. The distribution agreement is essential for us to quickly and more effectively reach customers in rapidly growing markets for production of biologics and biosimilars, especially in Asia, Southeast Asia and South America. With a partner like Sigma Aldrich, which has a well-established and recognized brand, we can supply products to customers anywhere, with short delivery times and local technical support. Adding a sales manager enables us to strengthen our direct sales and focus on Genovis’ key customers and distributors, mainly in the US and Europe. These two measures have been high-priority objectives for 2012. Taken together, they create the conditions to meet the trend we are now seeing with growing demand from new customers and rising average order value from established customer accounts. During the period Genovis carried out a successful rights issue which provides the Company with the necessary strength and focus to commercialize its products.
Cost increases for the period are mainly due to an increase in marketing and sales campaigns. Production costs also increased slightly during the period, mainly because we implemented measures to increase production volumes and we developed improved and more efficient quality control procedures. In the slightly longer term, these initiatives will result in lower production costs per unit produced.
During the fall, we will continue to aggressively market all products in the protein engineering portfolio. Although we clearly prioritized our sales and marketing campaigns, our development projects are progressing according to plan and they are all generating good results. I look forward to discussing these results and products from our nano portfolio with customers in medical imaging. As a first step we will have a booth at the World Molecular Imaging Congress in September.
Lund in August
Sarah Fredriksson
CEO Genovis AB
