Serodus ASA
Prospectus in connection with the Listing of 10,000,000 New Shares issued in connection
with a Private Placement completed on 6 December 2013 at a Subscription Price of NOK 3.00
per New Share.
Subsequent Offering and listing of up to 3,500,000 Offer Shares at Subscription Price of NOK
3.00 per Offer Share with tradable Subscription Rights for Eligible Shareholders.
Subscription Period for the Subsequent Offering:
From 29 January 2014 at 08:00 CET to 12 February 2014 at 16:30 CET
Manager:
Norne Securities AS
28 January 2014
Important notice
Please see page 95 for definitions, which also apply to the front page.
This Prospectus, dated 28 January 2014, has been prepared by Serodus in order to provide a presentation of the
Company and its business in connection with the Listing of the New Shares to be issued in the Private Placement
and Subsequent Offering, as defined and described herein. This Prospectus has been prepared to comply with the
Norwegian Securities Trading Act sections 7-2 and 7-3 and related legislation and regulations including the EC
Commission Regulation EC/809/2004. The Prospectus has been prepared solely in the English language. The
Financial Supervisory Authority has reviewed and approved this Prospectus in accordance with the Norwegian
Securities Trading Act sections 7-7 and 7-8. The Norwegian Financial Supervisory Authority's control and
approval in this respect is limited to whether the issuer has included descriptions according to a pre-defined list
of content requirements. The Norwegian Financial Supervisory Authority has not verified or approved the
accuracy or completeness of the information provided in this Prospectus. It is the Company's responsibility to
ensure that the information in the prospectus is accurate and complete. Furthermore, the Norwegian Financial
Supervisory Authority has not made any sort of control or approval of the corporate matters described in or
otherwise included in the prospectus.
The Company has furnished the information in this Prospectus.
All inquiries relating to this Prospectus must be directed to the Company or the Manager. No other person is
authorized to give any information about or to make any representations on behalf of the Company in connection
with the Listing of the New Shares to be issued in the Private Placement or Subsequent Offering. If any such
information is given or made, it must not be relied upon as having been authorized by the Company or by the
Manager.
The information contained herein is of the date hereof and subject to change, completion and amendment
without notice. In accordance with section 7-15 of the Norwegian Securities Trading Act, every new
circumstance, material error, or inaccuracies which may have significance for the assessment of the New Shares
or Offer Shares, and which are brought to light between approval of the Prospectus and admission to trading of
the New Shares or Offer Shares, will be included in a supplement to the Prospectus. Such supplementary
prospectus shall be approved by the Financial Supervisory Authority and be published. Publication of this
Prospectus shall not create any implication that there has been no change in the Company’s affairs or that the
information herein is correct as of any date subsequent to the date of the Prospectus.
The contents of this Prospectus are not to be construed as legal, business, financial or tax advice. Each reader of
this Prospectus should consult with its own legal, business, financial or tax advisor as to legal, business, financial
or tax advice. If you are in any doubt about the contents of this Prospectus you should consult your stockbroker,
bank manager, lawyer, accountant or other professional adviser before making any investment decision.
This Prospectus is subject to Norwegian law. Any dispute arising in respect of or in connection with this
Prospectus or the Subsequent Offering or the Listing is subject to the exclusive jurisdiction of the Norwegian
courts with Oslo District Court as legal venue.
Prospective investors are expressly advised that an investment in the Company’s shares entails financial
and legal risk and that they should therefore read this Prospectus entirely and particularly section 1,
entitled “Risk Factors”, in the Share Securities Note and section 1, entitled “Risk Factors”, in the Share
Registration Document when considering an investment in the Company’s shares.
The distribution of this Prospectus may in certain jurisdictions be restricted by law. Persons in possession
of this Prospectus are required to inform themselves about and to observe any such restrictions. This
Prospectus does not constitute an offer of, or a solicitation of an offer to purchase, any of the Offer Shares
in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. No one
has taken any action that would permit a public offering of Offer Shares to occur outside of Norway.
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 with any securities authority of any state of the United States.
The Offer Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or
into the United States, Canada, Japan or Australia.
2
TABLE OF CONTENTS
SUMMARY NOTE ............................................................................................................................................... 4
SHARE SECURITIES NOTE ............................................................................................................................14
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
RISK FACTORS ....................................................................................................................................................... 16
RESPONSIBILITY STATEMENT ........................................................................................................................... 18
KEY INFORMATION .............................................................................................................................................. 19
INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING ............... 21
THE PRIVATE PLACEMENT AND TERMS AND CONDITIONS OF THE SUBSEQUENT OFFERING ......... 30
TRADING AND DEALING ARRANGEMENTS .................................................................................................... 39
SELLING SECURITIES HOLDERS ........................................................................................................................ 42
EXPENSE OF THE ISSUE ....................................................................................................................................... 42
DILUTION ................................................................................................................................................................ 42
ADDITIONAL INFORMATION .............................................................................................................................. 42
SHARE REGISTRATION DOCUMENT .........................................................................................................43
1.
RISK FACTORS ....................................................................................................................................................... 45
2.
PERSONS RESPONSIBLE FOR THE SHARE REGISTRATION DOCUMENT .................................................. 48
3.
STATUATORY AUDITORS .................................................................................................................................... 49
4.
SELECTED FINANCIAL INFORMATION ............................................................................................................ 50
5.
INFORMATION ABOUT THE ISSUER.................................................................................................................. 51
6.
BUSINESS OVERVIEW .......................................................................................................................................... 54
7.
ORGANIZATIONAL STRUCTURE ........................................................................................................................ 69
8.
PROPERTY, PLANTS AND EQUIPMENT............................................................................................................. 69
9.
OPERATING AND FINANCIAL REVIEW ............................................................................................................ 69
10. CAPITAL RESOURCES .......................................................................................................................................... 70
11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES ...................................................................... 72
12. TREND INFORMATION ......................................................................................................................................... 74
13. PROFIT FORECASTS OR ESTIMATES ................................................................................................................. 74
14. MANAGEMENT AND SUPERVISORY BODIES .................................................................................................. 75
15. REMUNERATION AND BENEFITS ...................................................................................................................... 79
16. BOARD PRACTICES ............................................................................................................................................... 80
17. EMPLOYEES ............................................................................................................................................................ 81
18. MAJOR SHAREHOLDERS ..................................................................................................................................... 82
19. RELATED PARTY TRANSACTIONS .................................................................................................................... 83
20. FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL
POSITION AND PROFITS AND LOSSES ....................................................................................................................... 84
21. ADDITIONAL INFORMATION .............................................................................................................................. 85
22. MATERIAL CONTRACTS ...................................................................................................................................... 90
23. THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY
INTEREST .......................................................................................................................................................................... 93
24. DOCUMENTS ON DISPLAY .................................................................................................................................. 94
25. INFORMATION ON HOLDINGS ........................................................................................................................... 94
DEFINITIONS AND GLOSSARY .....................................................................................................................95
APPENDICES ......................................................................................................................................................96
3
Serodus ASA
SUMMARY NOTE
This Summary Note has been prepared to comply with the Norwegian Securities Trading Act and related
legislation and regulations including the EC Commission Regulation EC/809/2004.
The Summary Note has been prepared solely in the English language.
PLEASE REFER TO PAGE 95 FOR DEFINITIONS AND GLOSSARY, WHICH ALSO APPLY TO
THIS SUMMARY NOTE.
THIS SUMMARY PROVIDES A BRIEF DESCRIPTION OF THE COMPANY. INVESTORS ARE
ADVISED THAT (A) IT SHOULD BE READ AS AN INTRODUCTION TO THE SHARE SECURITIES
NOTE AND THE SHARE REGISTRATION DOCUMENT; (B) ANY DECISION TO INVEST IN THE
SHARES ISSUED BY THE COMPANY SHOULD BE BASED ON CONSIDERATION OF THE
PROSPECTUS AS A WHOLE BY THE INVESTOR; (C) WHERE A CLAIM IN RELATION TO THE
INFORMATION CONTAINED IN THE PROSPECTUS IS BROUGHT BEFORE A COURT, THE
PLAINTIFF INVESTOR MIGHT HAVE TO BEAR THE COSTS OF TRANSLATION OF THE
PROSPECTUS BEFORE THE LEGAL PROCEEDINGS ARE INITIATED; AND (D) NO CIVIL
LIABILITY WILL ATTACH TO THOSE PERSONS WHO HAVE TABLED THE SUMMARY,
INCLUDING ANY TRANSLATION THEREOF, UNLESS IT IS MISLEADING, INACCURATE OR
INCONSISTENT WHEN READ TOGETHER WITH THE OTHER PARTS OF THE PROSPECTUS.
4
1. SUMMARY
Summaries are made up of disclosure requirements known as ‘Elements’. These elements are numbered in Sections A – E
(A.1 – E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because
some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is
possible that no relevant information can be given regarding the Element. In this case a short description of the Element is
included in the summary with the mention of ‘not applicable’.
Annexes
Element
Section A — Introduction and warnings
Disclosure requirement
Comments
All
A.1
Warning
This summary should be read as introduction to
the prospectus;

any decision to invest in the securities should
be based on consideration of the prospectus
as a whole by the investor;

where a claim relating to the information
contained in the prospectus is brought before
a court, the plaintiff investor might, under the
national legislation of the Member States,
have to bear the costs of translating the
prospectus before the legal proceedings are
initiated; and

civil liability attaches only to those persons
who have tabled the summary including any
translation thereof, but only if the summary
is misleading, inaccurate or inconsistent
when read together with the other parts of the
prospectus or it does not provide, when read
together with the other parts of the
prospectus, key information in order to aid
investors when considering whether to invest
in such securities
All
A.2.

Not applicable.



Consent by the issuer or person responsible
for drawing up the prospectus to the use of
the prospectus for subsequent resale or final
placement of securities by financial
intermediaries.
Indication of the offer period within which
subsequent resale or final placement of
securities by financial intermediaries can be
made and for which consent to use the
prospectus is given.
Any other clear and objective conditions
attached to the consent which are relevant for
the use of the prospectus.
Notice in bold informing investors that
information on the terms and conditions of
the offer by any financial intermediary is to
be provided at the time of the offer by the
financial intermediary.
5
Section B — Issuer and any guarantor
Disclosure requirement
Comments
Annexes
Element
1, 4, 7, 9,
B.1
The legal and commercial name of
the issuer.
The legal and commercial name of the issuer is Serodus ASA.
B.2
The domicile and legal form of the
issuer, the legislation under which
the issuer operates and its country
of incorporation.
Serodus ASA is a Norwegian public limited liability company
organized under the Norwegian Public Limited Liabilities
Companies Act, with organization number 992 249 897. Serodus
was incorporated on 29 January 2008.
11
1, 4, 7, 9,
11
The Company’s registered business address is Gaustadalleén 21,
0349 Oslo, Norway and its telephone number is +47 22 95 81 91.
The Company’s website is www.serodus.com
1
B.3
A description of, and key factors
relating to, the nature of the issuer’s
current operations and its principal
activities, stating the main
categories of products sold and/or
services performed and
identification of the principal
markets in which the issuer
competes.
1
B.4a
A description of the most significant
recent trends affecting the issuer and
the industries in which it operates.
1, 4, 9, 11
B.5
Description of the Group
Serodus is a Norwegian research and development company
dedicated to the development of products for the treatment of
patients with cardiovascular diseases. Serodus was founded based
on a discovery of a new disease target in heart failure from the
University of Oslo. Today, after acquiring Phlogo and with the inlicensing of SER150, the product pipeline focuses on the following
five diseases:
• Isolated Systolic Hypertension (ISH) - reducing the systolic
blood pressure in therapy resistant patients (SER100)
• Acute Myocardial Infarction (AMI) – reducing the scar area after
coronary occlusion and reduce reperfusion damage after
percutaneous intervention (Balloon dilatation-PCI) and stent
(SER130)
• Diabetic Nephropathy – reducing amount of 24-hour urinary loss
of albumin and preserve kidney function in ACE inhibitor treated
diabetics (SER150)
• Atrial Fibrillation (AF) during intra-thoracical surgery normalization of heart rhythm (SER120)
• Type 2 Diabetes reduce the need for insulin or other anti-diabetic
treatment (SER140)
There have not been any significant trends that are reasonably
likely to have a material effect on the Company or the industries in
which it operates.
Serodus has a 100% ownership of Phlogo ApS which is a Danish
private limited liability company organized under the laws of
Denmark (governed by the Danish Companies Act) with
organization number 31888263.
6
1
B.6
In so far as is known to the issuer,
the name of any person who,
directly or indirectly, has an interest
in the issuer’s capital or voting
rights which is notifiable under the
issuer’s national law, together with
the amount of each such person’s
interest. Whether the issuer’s major
shareholders have different voting
rights if any.
To the extent known to the issuer,
state whether the issuer is directly or
indirectly owned or controlled and
by whom and describe the nature of
such control
1
B.7
Selected historical key financial
information regarding the issuer,
presented for each financial year of
the period covered by the historical
financial information, and any
subsequent interim financial period
accompanied by comparative data
from the same period in the prior
financial year except that the
requirement for comparative balance
sheet information is satisfied by
presenting the year-end balance
sheet information.
This should be accompanied by a
narrative description of significant
change to the issuer’s financial
condition and operating results
during or subsequent to the period
covered by the historical key
financial information.
Serodus’ shareholders do not have different voting rights. Except
as set forth below, Serodus is not aware of any shareholder owning
more than 5% of Serodus’ share capital:
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
SERODUS ASA
BJØRNS INVEST AS
VIGGO HARBOE 2006 HOLDING APS*
FUNDS MANAGED BY STOREBRAND ASSET MANAGEMENT AS
HOLBERG NORGE
MP PENSJON
NORTH MURRAY AS
NEWPHARMA.DK APS**
NORSEMETER AS
ROLFS HOLDING AS
INVEN2 AS
NORDEA BANK DANMARK A/S
CAT INVEST 1 AS
ACADIA HOLDING AS
VIOLINA AS
SMERUD MEDICAL RESEARCH INTERNATIO
DATUM AS
DRUG DISCOVERY LABORATORY AS
AASHEIM INVEST AS
DALSETH INVEST AS
MARIN AS
TOTAL TOP 20
OTHERS
TOTAL
Serodus ASA
(NOK 1000)
Profit and loss summary
Total revenues
Profit/loss from operations
Result before tax
Result after tax
IFRS
Unaudited
Q4 2013
22
-3 516
-3 421
-3 421
Balance sheet summary
Total intangible assets
Total tangible assets
Total financial assets
Total receivables
Cash and cash equivalents
Total assets
Total equity
Total non-current liabilities
Total current liabilities
Total equity and liabilities
IFRS
Unaudited
31.12.2013
3 423
1 878
6 144
11 444
7 603
516
3 325
11 444
Other
Number of shares
Dividends
Serodus ASA
(NOK 1000)
%
2 455 500 10,2%
2 444 875 10,2%
1 883 000
7,8%
1 318 000
5,5%
1 255 000
5,2%
1 230 225
5,1%
757 740
3,2%
675 000
2,8%
510 434
2,1%
501 495
2,1%
481 533
2,0%
456 834
1,9%
367 085
1,5%
269 834
1,1%
264 661
1,1%
233 000
1,0%
223 762
0,9%
219 000
0,9%
219 000
0,9%
219 000
0,9%
15 984 978 66,6%
8 013 864 33,4%
23 998 842 100,0%
IFRS
Unaudited
Q4 2012
52
-1 370
47
47
13 998 842
0,00
IFRS
Audited
2012
52
-3 592
-2 184
-2 184
IFRS
Audited
2011
52
-9 161
-9 148
-9 148
Balance sheet summary
Total intangible assets
Total tangible assets
Total financial assets
Total receivables
Cash and cash equivalents
Total assets
Total equity
Total non-current liabilities
Total current liabilities
Total equity and liabilities
IFRS
Audited
2012
1 193
10 885
12 078
5 236
6 842
12 078
IFRS
Audited
2011
328
1 032
1 360
-4 948
6 308
1 360
Other
Number of shares
Dividends
81 988 417
0,00
27 736 750
0,00
Profit and loss summary
Total revenues
Profit/loss from operations
Result before tax
Result after tax
IFRS
IFRS
Unaudited
Unaudited
Q1-Q4 2013 Q1-Q4 2012
59
52
-10 817
-3 592
-10 831
-2 185
-10 831
-2 185
7
1, 2
B.8
Selected key pro forma financial
information, identified as such.
Not applicable
The selected key pro forma financial
information must clearly state the
fact that because of its nature, the
pro forma financial information
addresses a hypothetical situation
and, therefore, does not represent
the company’s actual financial
position or results
1, 4, 9, 11
B.9
Where a profit forecast or estimate
is made, state the figure
Not applicable
1, 4, 9, 11
B.10
A description of the nature of any
qualifications in the audit report on
the historical financial information.
The audit reports for the historical financial information were
issued without qualifications, with the exception of the following:
In its auditor report for the 2011 NGAAP accounts of the
Company, the Company’s auditor stated the following (translated
from Norwegian):
“Without qualifying our opinion in the paragraph above, we
emphasize that the continued operation requires additional
funding of the company. The company states in note13 and in the
report from the Board of Directors that the company will need
additional financing. The financial statements are prepared on the
going concern basis and realization of assets and settlements of
liabilities in course of normal business. There has been no
provision for losses that may occur if this assumption will not be
present.”
3
B.11
If the issuer’s working capital is not
sufficient for the issuer’s present
requirements an explanation should
be included.
4, 9, 11
B.12
Use only the first paragraph of 
B.7, plus:


Serodus confirms that the working capital available is sufficient for
the expected requirements during the next twelve months.
A statement that there has

been no material adverse
change in the prospects of the
issuer since the date of its last
published audited financial
statements or a description of
any material adverse change.
A description of significant
changes in the financial or
trading position subsequent to
the period covered by the
historical financial
information
There has been no material adverse change in the prospects of
the issuer since the Q4 2013 figures were released.
There have not been any significant changes to the Company’s
financial or trading position subsequent to the end of the fourth
quarter 2013, except for the fact that Serodus completed an
equity issue of 10,000,000 new shares at a price of NOK 3.00
per share, which was approved by the extraordinary general
meeting on 6 January 2014, increasing the share capital by
NOK 13,000,000, and yielding added net proceeds to the
Company of approximately NOK 28.5 million.

8
4, 9, 11
B.13
A description of any recent events
particular to the issuer which are to
a material extent relevant to the
evaluation of the issuer’s solvency.
Not applicable
4, 9, 11
B.14
B.5 plus:
Not applicable
“If the issuer is dependent upon
other entities within the group, this
must be clearly stated.”
4, 9, 11
B.15
A description of
principal activities.
the
issuer’s
Serodus is a Norwegian research and development company
dedicated to the development of products for the treatment of
patients with the following five diseases:
Isolated Systolic Hypertension, Acute Myocardial Infarction,
Diabetic Nephropathy, Atrial Fibrillation (AF) and Type 2
Diabetes.
Annexes
Element
3, 5, 12, 13
C.1
Section C — Securities
Disclosure requirement
Comments
A description of the type and the class of the
securities being offered and/or admitted to
trading, including any security identification
number.
The Company has one single class of shares. Each
share in the Company carries one vote.
The Shares are registered in VPS under the ISIN
NO0010549801.
3, 5, 12, 13
C.2
Currency of the securities issue.
Norwegian Kroner (NOK)
1
C.3
The number of shares issued and fully paid and
issued but not fully paid.
The share capital of the Company after the Private
Placement will be NOK 31.198.494.60 divided
into 23,998,842. Shares, each with a nominal
value of NOK 1.30.
The par value per share, or that the shares have
not par value
The shares issued in connection with the Private
Placement have been fully paid and issued to a
separate ISIN pending final approval of this
Prospectus.
3
C.4
A description of the rights attached to the
securities.
The Company has one single class of shares
which carry equal rights in all respect including
the right to dividend and each Share carries one
vote in the Company` general meeting.
The Offer Shares will confer shareholder rights,
including the right to dividend, from such time as
the share capital is registered in the Norwegian
Register of Business Enterprises and rank pari
passu in all respect with the existing Shares.
9
3, 5, 12, 13
C.5
A description of any restrictions on the free
transferability of the securities.
All shares are freely transferable.
3
C.6
An indication as to whether the securities offered
are or will be the object of an application for
admission to trading on a regulated market and the
identity of all the regulated markets where the
securities are or are to be traded.
Serodus’ shares are listed on Oslo Stock
Exchange under the ticker SER.
1
C.7
A description of dividend policy.
The Company is currently focusing on its plan to
complete the clinical studies. These clinical
studies are assumed to be very capital intensive
and company`s Board of Directors is not likely to
propose any dividend payments during the short
term.
Annexes
Element
Disclosure requirement
Comments
1
D.1
Key information on the key risks that are specific
to the issuer or its industry
The following risks are specific to the issuer or its
industry:
Operational risks:

Clinical studies provide negative conclusion

Competition

Attraction and retention of key personnel

Pricing environment

Disputes

Inadequate quality and cost/benefit value

Loss of reputation

Changes in current tax regulations

Regulatory requirements and other
governmental regulation risk

Collaborations and licensing arrangements

Intellectual property rights (IPR)
Financial risks

Operating losses

Ability to raise additional capital

Macroeconomic fluctuations

Changes in interest rates

Currency rate fluctuations

Serodus is dependent on successful
development of its product candidates

The cost of clinical trials
Market risk

Slow market growth

Changing markets
Other risks

Trade barriers

Political events

Product liability and insurance
Section D — Risks
10
3, 5, 13
D.3
Key information on the key risks that are specific
to the securities
The following risk factors are specific to the
securities being admitted to trading:

Price volatility of publicly traded securities

Future sales of Shares

Limited free float of the Shares

Potential dilution of shareholders

Nominee accounts and voting rights

The ability to bring an action against the
Company may be limited under Norwegian
law
In addition, the following risks are specific to the
securities being offered in the Subsequent
Offering:

Existing Shareholders who do not participate
in the Subsequent Offering may experience
significant dilution in their shareholding

Shareholders outside of Norway are subject
to exchange rate risk
Section E — Offer
Comments
Annexes
Element
Disclosure requirement
3, 10
E.1
The total net proceeds and an
estimate of the total expenses
of the issue/offer, including
estimated expenses charged to
the investor by the issuer or
the offeror.
Depending on the amount of subscriptions in the Subsequent Offering,
net proceeds to the Company from both the Private Placement and the
Subsequent Offering will be in the range NOK 27.9 – 37.9 million.
Reasons for the offer, use of
proceeds, estimated net
amount of the proceeds.
The Private Placement was carried out in order to attract new
investors to the Company based on a capital requirement for its
current projects.
3, 10
E.2a
The Company will cover transaction costs and all other directly
attributable costs in connection with the Private Placement and the
Subsequent Offering.
The successful completion of the Private Placement and the
Subsequent Offering will secure the Company sufficient working
capital for its current planned activities through 2015.
11
3, 5, 10, 12
E.3
A description of the terms and
conditions of the offer.
The Subsequent Offering consists of up to 3,500,00 Offer Shares, each
with a nominal value of NOK 1.30, at a Subscription Price of NOK
3.00 per Offer Shares, corresponding to gross proceeds of up to NOK
10,500,000.
The Eligible Shareholders, being existing shareholders as of 5
December 2013 (as recorded in the VPS on the Record Date) and who
were not allocated shares in the Private Placement, and are not
resident in a jurisdiction where such offering would be unlawful, or
for other jurisdictions than Norway, would require any filing,
registration or similar action, will be granted tradable Subscription
Rights that, subject to applicable laws, provide rights to subscribe for
and be allocated Offer Shares in the Subsequent Offering. Funds
which are under management by the same company, group of
companies, fund manager(s) or similar may be treated as one
shareholder when applying these limitations. Over-subscription and
subscription without Subscription Rights will be allowed.
The timeline for the Subsequent Offer, subject to any extension, is set
out below.
Last day of trading in the shares
including Subscription Rights
5 December 2013
Ex. rights trading in the shares
commenced on the Oslo Stock Exchange
6 December 2013
Record Date
10 December 2013
Delivery date for the Subscription
Rights
27 January 2014
Trading period for the Subscription
Rights commences
29 January 2014 at
08:00 CET
Trading period for the Subscription
Rights ends
6 February 2014 at
16:30 CET
Subscription Period commences
29 January 2014 at
08:00 CET
Subscription Period ends
12 February 2014 at
16:30 CET
Allocation of the Offer Shares
13 February 2014
Distribution of allocation letters
13 February 2014
Payment date for the Offer Shares
19 February 2014
Registration
increased
of
the
share
Delivery of the Offer Shares
capital
24 February 2014
24 February 2014
Listing and commencement of trading in
24 February 2014
the Offer Shares on Oslo Axess..........................................................................
12
3, 5, 10, 12
E.3
A description of the terms and
conditions of the offer.
Allocation of the Offer Shares will take place on or about 13 February
2014 in accordance with the following criteria:
i) Firstly, to Eligible Shareholders on the basis of their subscription
rights
ii) Secondly, to Eligible Shareholders who have subscribed for offer
shares in excess of their subscription rights (allocation will be made
on a pro rata basis based on the number of Subscription Rights
exercised by each subscriber. To the extent that pro rata allocation is
not possible, the Company will determine the allocation by drawing of
lots)
iii) Thirdly, to other shareholders, and
iv) Forthly, to all other subscribers.
3, 5, 10,
E.4
A description of any interest
that is material to the
issue/offer including
conflicting interests.
Not applicable
E.5
Name of the person or entity
offering to sell the security.
Not applicable
12, 13
3, 10
Lock-up agreements: the
parties involved; and
indication of the period of the
lock up.
3, 10
E.6
The amount and percentage of
immediate dilution resulting
from the offer.
The percentage of immediate dilution resulting from the Private
Placement for the Company’s shareholders who did not participate in
the Private Placement was approximately 41.7%.
In the case of a subscription
offer to existing equity
holders, the amount and
percentage of
Investors who did not participate in the Private Placement, but does
subscribe according to their subscription rights in the Subsequent
Offering will be diluted by approximately 29.9 %.
immediate dilution if they do
not subscribe to the new offer.
The percentage of immediate dilution resulting from both the Private
Placement and the Subsequent Offering for the Company’s existing
shareholders who did not participate in the Private Placement and
decide not to participate in the Subsequent Offering will be
approximately 49.1%, given a fully subscribed Subsequent Offering.
Investors who participated in the Private Placement, but decide not to
participate in the Subsequent Offering, will be diluted by
approximately 12.7%.
All
E.7
Estimated expenses charged to
the investor by the issuer or
the offeror
No expenses will be charged to the investor by the Company.
13
Serodus ASA
SHARE SECURITIES NOTE
This Share Securities Note has been prepared to comply with the Norwegian Securities Trading Act and related
legislation and regulations including the EC Commission Regulation EC/809/2004.
The Share Securities Note has been prepared solely in the English language.
14
TABLE OF CONTENTS
SHARE SECURITIES NOTE ............................................................................................................................14
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
RISK FACTORS ....................................................................................................................................................... 16
RESPONSIBILITY STATEMENT ........................................................................................................................... 18
KEY INFORMATION .............................................................................................................................................. 19
INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING ............... 21
THE PRIVATE PLACEMENT AND TERMS AND CONDITIONS OF THE SUBSEQUENT OFFERING ......... 30
TRADING AND DEALING ARRANGEMENTS .................................................................................................... 39
SELLING SECURITIES HOLDERS ........................................................................................................................ 42
EXPENSE OF THE ISSUE ....................................................................................................................................... 42
DILUTION ................................................................................................................................................................ 42
ADDITIONAL INFORMATION .............................................................................................................................. 42
15
1. RISK FACTORS
Investing in the Company involves inherent risks. This section contains an overview of the risk factors related to
the shares of the Company that are known to the Company at the date of this Prospectus. Risk factors specific to
the Company and the industry in which it operates are described in Section 1 of the Share Registration
Document.
If any of the following risks actually occur, this could materially and adversely affect the price of the Shares.
A prospective investor should consider carefully the risk factors set forth below in this section, and the risk
factors set out in the Share Registration Document before making an investment decision , and should consult his
or her own expert advisors as to the suitability of an investment in the Shares of the Company. The order in
which risk factors are mentioned is not intended as an indication of the probability or importance of the risk
factors.
An investment in the Shares is suitable only for investors who understand the risk factors associated with this
type of investment and who can afford a loss of all or part of the investment.
1.1.
Risk factors material to the securities being admitted to trading
The market value of the Shares could experience substantial fluctuations caused by a number of factors. Many of
these will be outside the Company’s control and may be independent of its operational and financial
development.
Price volatility of publicly traded securities
In recent years, the securities markets in Norway and elsewhere in Europe, have experienced a high level of
price and volume volatility, and the market price of securities of many companies have experienced wide
fluctuations in price. This is not necessarily related to the operating performance, underlying asset values or
future prospects of such companies. There can be no assurance that continual fluctuations in price will not occur
in the future. It is likely that the quoted market price, if any, for the Shares will be subject to market trends
generally, notwithstanding the financial and operational performance of the Company.
Future sales of Shares
Sales of substantial amounts of the Shares or the perception that such sales could occur, could have an adverse
effect on the market value of the Shares and the Company’s ability to raise capital through future capital
increases.
Limited free float of the Shares
Prior to the Private Placement approximately 47 % of the Share Capital of the Company was held by the
Company’s top 5 shareholders. This may limit the share’s free float and such limited free float may have a
negative impact on the liquidity of the Shares and result in a low trading volume of the Shares, which could have
an adverse effect on the then prevailing market price for the Shares.
Potential dilution of shareholders
The Company may require additional capital in the future. This could be necessary to execute the outlined
strategies, and to flexibly and effectively react to new opportunities and threats arising, as well as to cater for
unanticipated liabilities or expenses that may be incurred. If the Company raises capital through issues of new
Shares or other equity instruments in the future, such issuances may result in dilution of ownership and/or value
for the then existing shareholders of the Company depending on the structure and conditions of such issuances.
Nominee accounts and voting rights
Beneficial owners of the Shares that are registered in a nominee account (e.g., through brokers, dealers or other
third parties) may not be able to vote for such Shares unless their ownership is re-registered in their names with
the VPS prior to the Company’s general meetings. The Company cannot guarantee that beneficial owners of the
Shares will receive the notice for a general meeting in time to instruct their nominees to effect a re-registration of
their Shares or otherwise arrange for votes to be cast for such Shares.
16
The ability to bring an action against the Company may be limited under Norwegian law
The Company is a public limited company incorporated under the laws of Norway. The rights of holders of
Shares are governed by Norwegian law and by the Articles of Association. These rights differ from the rights of
shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which
shareholders of Norwegian companies may bring derivative actions. Under Norwegian law, any action brought
by the Company in respect of wrongful acts committed against the Company takes priority over actions brought
by shareholders in respect of such acts.
1.2.
Risk factors material to the Subsequent Offering
Existing Shareholders who do not participate in the Subsequent Offering may experience significant
dilution in their shareholding
Subscription Rights that are not exercised by the end of the Subscription Period will have no value and will
automatically lapse without compensation to the holder. To the extent that an Eligible Shareholder does not
exercise its Subscription Rights prior to the expiry of the Subscription Period, whether by choice or due to a
failure to comply with procedures as set forth in this Prospectus, such Eligible Shareholder’s proportionate
ownership and voting interests in the Company after the completion of the Subsequent Offering will be diluted.
Even if an Eligible Shareholder elects to sell its unexercised Subscription Rights, or such Subscription Rights are
sold on its behalf, the consideration it receives on the trading market for the Subscription Rights may not reflect
the immediate dilution in its shareholding as a result of the completion of the Subsequent Offering.
Shareholders outside of Norway are subject to exchange rate risk
The Subscription Rights and the Offer Shares are priced in NOK. Accordingly, investors outside of Norway are
subject to adverse movements in NOK against their local currency as the foreign currency equivalent of any
dividends paid on the Offer Shares or received in connection with any sale of the Offer Shares could be
adversely affected.
1.3.
Other risks
For information regarding risk factors specific to the Company and or its industry in which it operates,
refer to the Share Registration Document, Section 1.
17
2.
RESPONSIBILITY STATEMENT
2.1
Persons responsible for the Prospectus
The members of the Board of Directors hereby confirm that, after having taken all reasonable care to ensure that
such is the case, the information contained in this Prospectus is, to the best of our knowledge, in accordance with
the facts and contains no omissions likely to affect its import.
28 January 2014
The Board of Directors of Serodus ASA
Ingrid Alfheim
Ole Peter Nordby
Theresa Comiskey Olsen
Søren Elmann Ingerslev
Svein S. Jacobsen
Chairman
18
Note Regarding Forward-Looking Statements
This Prospectus includes “forward-looking” statements, including, without limitation, projections and expectations regarding the
Company’s future financial position, business strategy, plans and objectives. All forward-looking statements included in this document are
based on information available to the Company, and views and assessments of the Company, as of the date of this Prospectus. The Company
expressly disclaims any obligation or undertaking to release any updates or revisions of the forward-looking statements contained herein to
reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any
such statement is based, unless such update or revision is prescribed by law. When used in this document, the words “anticipate”,
“believe”, “estimate”, “expect”, “seek to” and similar expressions, are intended to identify forward-looking statements. Such forwardlooking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or
achievements of the Company, to materially differ from any future results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and
future business strategies and the environment in which the Company will operate. Factors that could cause the Company’s actual results,
performance or achievements to materially differ from those in the forward-looking statements include but are not limited to global and
regional economic conditions, the competitive nature of the market in which the Company operates, growth management, changes in
domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, changes in political events, force
majeure events and other factors referred to in this Prospectus.
Important factors that could cause actual results to differ materially from those in the forward-looking statements are included in Chapter 1
in the Share Securities Note and chapter 1 in the Share Registration Document.
3. KEY INFORMATION
3.1.
Working capital statement
The Company is of the opinion that the current working capital is sufficient for the Group’s present requirements
for at least the next 12 months.
The raising of up to NOK 10.5 million in the Subsequent Offering will result in the Group further strengthening
its working capital. Successful completion of the Subsequent Offering is not a condition for having sufficient
current working capital for at least the next 12 months.
3.2.
Capitalization and indebtedness
The table below lists the Company`s current capitalization and indebtedness. The figures as of 31.12.2013 are
derived from the Company`s last published financial statement (unaudited Q4 report 2013) and are presented on
a consolidated basis.
Serodus ASA
31.12.2013
Changes*
Date of
Prospectus
Serodus ASA
(NOK 1000)
(NOK 1000)
CAPITALISATION
INDEBTEDNESS
Total current debt
(A) Cash
Guaranteed
(B) Cash equivalents
Secured
(C) Trading securities
Unguaranteed/unsecured
Total current debt
3 325
3 325
3 325
-
31.12.2013
Changes*
Date of
Prospectus
6 144
30 000
36 144
-
-
-
-
-
(D) Total liquidity (A) + (B) + (C)
6 144
30 000
36 144
(E) Current financial receivables
1 878
-
-
3 325
Total non-current debt
Guaranteed
-
-
-
(F) Current bank debt
-
-
Secured
-
-
-
(G) Current portion of non-current debt
-
-
-
Unguaranteed/unsecured (relates to deferred tax)
516
-
516
(H) Other current financial debt
3 325
-
3 325
Total non-current debt
516
-
516
(I) Current financial debt (F) + (G) + (H)
3 325
-
3 325
3 841
-
3 841
Total debt (a)
Shareholder`s equity
Share Capital
18 198
13 000
31 198
Legal reserve
-
-
-
-10 595
17 000
6 405
7 603
30 000
37 603
11 444
30 000
41 444
Other reserves
Total shareholder`s equity (b)
(J) Net current financial indebtedness (I) - (E) - (D)
-30 000
-32 819
-
-
-
(L) Bonds issued
-
-
-
(M) Other non-current loans
-
-
-
(N) Non-current financial indebtedness (K) + (L) + (M)
-
-
-
(O) Net financial indebtedness (J) + (N)
Total Capitalisation (a+b)
-4 697
(K) Non-current bank loans
-4 697
-30 000
-32 819
*The table has been updated to reflect the equity issue completed in the Company as of 6 December 2013 and approved by the EGM on 6 January 2014
There have not been any significant changes to the Company’s financial or trading position subsequent to the
end of the fourth quarter 2013, except for the fact that Serodus completed an equity issue of 10,000,000 new
shares at a price of NOK 3.00 per share, which was approved by the extraordinary general meeting on 6 January
2014, increasing the share capital by NOK 13,000,000 and other reserves by NOK 17,000,000, yielding gross
proceeds (increase in cash) to the Company of NOK 30 million.
19
There is no indirect or contingent indebtedness in the Company or its subsidiary.
3.3.
Interest of natural and legal persons involved in the Offering
The Manager (and/or its affiliates) has provided from time to time, and may provide in the future, investment
and commercial banking services to the Company during its ordinary course of business, for which it may have
received and may continue to receive customary fees and commissions. The Manager will be paid a percentage
of the gross proceeds raised in the Private Placement and Subsequent Offering (see section 8 regarding the
Company's expected total expenses). The Manager therefore had an economic interest in the successful outcome
of the Private Placement and will have so in the Subsequent Offering. Further the Manager, its employees and
any affiliate acting as an investor for their own account, may subscribe or purchase Offer Shares and other
securities of the Company or other investments for their own account and may offer or sell such securities (or
other investments) otherwise than in connection with the Subsequent Offering. The Manager does not intend to
disclose the extent of any such investments or transactions other than in accordance with any legal or regularity
obligation to do so. The Company is not aware of any person, or group of persons, that has a special interest in
the Listing or Subsequent Offering, including interest conflicting with the interests of the Company that relates
to the Listing or Subsequent Offering.
3.4.
Reasons for the Offering, related Listing and use of proceeds
The Private Placement was carried out in order to attract new investors to the Company based on a budgeted
capital requirement for its current projects. The size of the Private Placement and Subsequent Offering has been
set based on an analysis of capital needs and financing structure going forward (the budgeted capital needs for
the Company’s current projects through 2015 has been set out below). The successful completion of the Private
Placement and the Subsequent Offering will secure the Company sufficient working capital for its current
planned activities through 2015. The Private Placement alone is sufficient to secure that the current working
capital is sufficient for the Group’s present requirements for at least the next 12 months, ref. section 3.1.
Details of the budgeted capital need for the Company’s current projects through 2015 (NOK 1,000):
The outlined budget is subject to change and inherent uncertainty given the nature of the projects and the relatively long period going
forward in time.
20
4. INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO
TRADING
4.1.
Description of the type and the class of the Shares
The Company has one single class of shares which carry equal rights in all respect including the right to dividend
and each Share carries one vote in the Company` general meeting.
The Offer Shares will confer shareholder rights, including the right to dividend, from such time as the share
capital is registered in the Norwegian Register of Business Enterprises and rank pari passu in all respect with the
existing Shares.
4.2.
Legislation
The Company is a public limited liability company incorporated under the laws of Norway and the Offer Shares
will be issued pursuant to the Norwegian Public Limited Liability Companies Act.
4.3.
Registration of Shares, proof of ownership
The shares issued under the Private Placement and the Offer Shares will be registered electronically in the
Norwegian Central Securities Depository (VPS) under ISIN NO0010549801. The currency of the securities
issued is Norwegian Kroner (NOK).
The Company’s registrar is Nordea Bank Norge ASA, P.O. Box 1166 Sentrum, NO-0107 Oslo.
4.4.
Rights attached to the Shares
Shareholders right to dividend
Under Norwegian law, any proposal to pay dividend must be recommended or accepted by the Board of
Directors and approved by the shareholders at a general meeting. The shareholders may vote to reduce but not to
increase the dividends proposed by the Board of Directors. After approval of the audited financial statement for a
financial period, the general meeting may grant the Board of Directors an authority to distribute dividends based
on the approved audited financial statements.
Dividends in cash or in kind are payable to the extent the Company after the distribution of dividends will have
net assets covering its share capital and other tied-up equity, after deduction of (a) treasury shares and (b) any
credit or security given pursuant to section 8-7 to 8-10 of the Public Limited Liability Companies Act, and
provided always that the Company after such distribution will have a sound equity and liquidity..
The Board of Directors will consider the amount of dividend (if any) to recommend for approval by the general
meeting, on an annual basis, within the legal restrictions on maximum dividend described above and taking into
consideration the financial situation of the Company at the relevant point in time and future plans and capital
needs. Hence, the shareholders do not have an entitlement to share in the Company's profits. All shareholders
that are shareholders at the time of the general meeting making its resolution are entitled to dividend. The
Norwegian Public Limited Companies Act does not provide for any time limit after which the individual
shareholders entitlement to a declared dividend lapses. Subject to various exceptions, Norwegian law provides a
limitation period of three years from the date on which an obligation is due. There are no dividend restrictions or
specific procedures for non-Norwegian resident shareholders to claim dividends. For a description of
withholding tax on dividends applicable to non-Norwegian residents, see Section 4.10.
General meetings
Under Norwegian law, the Company’s shareholders are to exercise supreme authority in the Company through
the general meeting.
A shareholder may attend the general meeting either in person or by proxy. The Company includes a proxy form
with the summons to general meetings.
21
In accordance with Norwegian law, the annual general meeting of the Company is required to be held each year
on or prior to 30 June. The following business must be transacted and decided at the Company’s annual general
meeting:

approval of the annual accounts and annual report, including the distribution of any dividend

any other business to be transacted at the general meeting by law or in accordance with the Company’s
articles of association
Norwegian law requires that written notice of general meetings are sent to all shareholders whose addresses are
known at least three weeks prior to the date of the meeting, unless the Company’s articles of association stipulate
a longer period. The Company’s articles of association do not include any such provision. The notice must set
forth the time and date of the meeting and specify the agenda of the meeting. It must also name the person
appointed by the Board of Directors to open the meeting. The Company's articles of association do not currently
include any provisions requiring shareholders to pre-register in order to participate at general meetings.
A shareholder is entitled to have an issue discussed at a general meeting if such shareholder provides the Board
of Directors a notice of the issue so that it can be included in the summons to the general meeting.
In addition to the Company’s annual general meeting, extraordinary general meetings may be held if deemed
necessary by the Board of Directors. The notice period for extraordinary general meetings are also three weeks.
An extraordinary general meeting must also be convened for the consideration of specific matters at the written
request of the Company’s auditor or shareholders representing a total of at least five per cent of the share capital.
Voting Rights
In general, decisions that shareholders are entitled to make under Norwegian law or a company’s articles of
association may be made by a simple majority of the votes cast. In the case of elections, the persons who obtain
the most votes cast are elected. However, certain decisions, including, but not limited to, resolutions regarding:

increase or reduce a company’s share capital

waive preferential rights in connection with any share issue

approve a merger or demerger
must receive the approval of at least two-thirds of the aggregate number of votes cast, as well as at least twothirds of the share capital represented at the general meeting.
In general, in order to be entitled to vote, a shareholder must be registered as the owner of shares in the share
register kept by the Norwegian Central Securities Depository, VPS, or, alternatively, report and show evidence
of the shareholder’s share acquisition to the Company prior to the general meeting. Under Norwegian law, a
beneficial owner of shares registered in the name of a nominee is generally not able to vote for the beneficial
owner’s shares unless ownership is re-registered in the name of the beneficial owner prior to the relevant general
meeting. Neither is the nominee able to vote for the beneficial owner`s shares.
Amendments to the Company`s articles of association
The affirmative vote of two-thirds of the votes cast at a general meeting as well as at least two-thirds of the share
capital represented at the meeting is required to amend the Company’s articles of association. Certain types of
changes in the rights of the Company’s shareholders require the consent of all shareholders affected thereby as
well as the majority required for amending the articles of association and certain types of changes require the
consent 90 per cent of the share capital represented at the general meeting affected thereby as well as the
majority required for amending the articles of association.
22
Additional issuance and preferential rights
If the Company issues any new shares the Company’s articles of association must be amended, which requires a
two-thirds majority of the votes cast at a general meeting of shareholders as well as at least two-thirds of the
share capital represented at the meeting. In connection with an increase in the Company’s share capital by a
subscription for shares against cash contributions, Norwegian law provides the Company’s shareholders with a
preferential right to subscribe for the new shares on a pro rata basis in accordance with their then current
shareholdings in the Company.
The preferential rights to subscribe to an issue may be waived by a resolution in a general meeting passed by a
two-thirds majority of the votes cast at the general meeting as well as at least two-thirds of the share capital
represented at the meeting.
The general meeting may, with a vote as described above, authorize the Board of Directors to issue new shares.
Such authorization may be effective for a maximum of two years, and the par value of the shares to be issued
may not exceed 50 per cent of the nominal share capital as at the time the authorization is registered. The
preferential right to subscribe for shares may be set aside by the Board of Directors only if the authorization
includes such a right for the Board of Directors.
Minority Rights
Norwegian law contains a number of protections for minority shareholders against abuse of power by the
majority, including but not limited to those described in this and preceding paragraphs. Any shareholder may
petition the courts to have a decision of the Company’s Board of Directors or general meeting declared invalid
on the grounds that it unreasonably favours certain shareholders or third parties to the detriment of other
shareholders or the Company itself. In certain grave circumstances, Shareholders may require the courts to
dissolve the Company as a result of such decisions. Shareholders holding in the aggregate five per cent or more
of the Company’s share capital have a right to demand that the Company holds an extraordinary general meeting
to discuss or resolve specific matters. In addition, any shareholder may demand that the Company places an item
on the agenda for any general meeting if the Company is notified in time for such item to be included in the
notice of the meeting.
Rights to share any surplus in the event of liquidation
Under Norwegian law, the Company may be wound-up by a resolution of the Company's shareholders in a
general meeting passed by the same vote as required with respect to amendments to the articles of association.
The shares rank equally in the event of a return on capital by the Company upon a winding-up or otherwise.
Rights to redemption and repurchase of shares
The Company has not issued redeemable shares (i.e., shares redeemable without the shareholders' consent). The
Company’s share capital may be reduced by reducing the par value of the shares. Such a decision requires the
approval of two-thirds of the votes cast at a general meeting as well as at least two-thirds of the share capital
represented at the meeting. Redemption of individual shares requires the consent of the holders of the shares to
be redeemed.
The Company may purchase its own shares if an authorisation for the board of directors of the Company to do so
has been given by the shareholders at a general meeting with the approval of at least two-thirds of the aggregate
number of votes cast at the meeting as well as at least two-thirds of the share capital represented at the meeting.
The aggregate par value of treasury shares so acquired and held by the Company is not permitted to exceed ten
per cent of the Company’s share capital, and treasury shares may only be acquired if the Company’s
distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the
shares. The authorisation by the shareholders at the general meeting cannot be given for a period exceeding two
years.
23
4.5.
Resolutions, authorisations and approvals
On 6 January 2014, an extraordinary general meeting of the Company passed the following resolution to issue
new shares in the Private Placement (translated from Norwegian):
(i)
The share capital of the Company shall be increased by up to NOK 13,000,000 through the
issuance of up to 10,000,000 new shares, each with a nominal value of NOK 1.30.
(ii) The new shares are issued at a subscription price of NOK 3 per share.
(iii) The new shares are issued to the persons who have entered into a separate agreement regarding
subscription of shares. The pre-emptive rights of the existing shareholders under § 10-4 of the
Public Limited Companies Act are set aside.
(iv) Subscription for the new shares shall be made no later than 6 January 2014 on a separate
subscription form.
(v)
Payment of the subscription amount shall be made no later than
8 January 2014 to a special share issue account.
(vi) The new shares shall carry rights to dividends from the date on which the capital increase is
registered with the Register of Business Enterprises
(vii) The Company's estimated costs in connection with the capital increase are NOK 2.5 mill.
(viii) Section 4 of the articles of association shall be amended so as to reflect the share capital and
number of shares after the share capital increase.”
Conditions for the Private Placement
The completion of the Private Placement was subject to (i) all necessary corporate resolutions being validly
made by the Company, including without limitation approval by the extraordinary general meeting of the
Company held on 6 January 2014 of: (a) the share capital increase and issue of new Shares in the Private
Placement; and (ii) successful registration of the increased share capital of the Company related to the Private
Placement in the Norwegian Register of Business Enterprises.
The conditions set out above are fulfilled as of the date of this Prospectus.
In the same extraordinary general meeting, the Board of Directors was authorized to issue up to 3,500,000 Offer
Shares at a price of NOK 3.00 per share in connection with the Subsequent Offering through the following
resolution:
(i)
The board of directors is authorized pursuant to the Public Limited Companies Act § 10-14 (1) to
increase the Company’s share capital by up to NOK 4,550,000.
(ii) The authority may only be used to issue shares in connection with the subsequent repair issue in
connection with the Private Placement approved by the general meeting under item 4 above and
covers share capital increase against contributions in cash.
(iii) Shareholders qualified to participate in the Repair Issue shall prior to the subscription period be
granted transferrable subscription rights as determined by the board.
(iv) The pre-emptive rights of the shareholders under § 10-4 of the Public Limited Companies Act may
be set aside.
(v)
The subscription price per share shall be NOK 3. The board will determine the further
subscription terms.
(vi) The authority is valid until the ordinary general meeting in 2014.
(vii) The board is granted authority to amend the articles of association of the Company to reflect the
new number of shares and share capital after utilisation of the authority.
24
(viii) The resolution is conditional upon the general meeting approving the board's proposal in section
4 and 5 above, and the authority can at the earliest be registered in the Norwegian Register of
Business Enterprises at the same time as the share capital increase in section 5 above.
Based on this resolution, the Board has on 23 January 2014 resolved to carry out a Subsequent Offering of
minimum 0 and maximum 3,500,000 Offer Shares with a par value of NOK 1.30 per share. The purpose of the
Subsequent Offering is to allow shareholders in the Company as of 5 December 2013, who did not participate in
the Private Placement, to subscribe for shares in the Company on equal terms.
4.6.
Issue date for the shares in the Private Placement and the Subsequent Offering
The issue date for the New Shares in the Private Placement was 27 January 2014. The New Shares were issued
to a separate ISIN pending approval of this prospectus. At the time of approval of this Prospectus, the New
Shares will assume the ISIN number of the Company’s existing shares as soon as practically possible.
The expected issue date for the Offer Shares issued in connection with the Subsequent Offering is expected to be
on or about 24 February 2014.
4.7.
Restrictions on the free transferability of Shares
There are no provisions in the Articles of Association, which would have an effect of delaying, deferring or
preventing transfer of shares or a change of control of the Company. Please see section 4.8 for a description of
the requirements under the Norwegian Securities Trading Act for any mandatory take-over bids.
4.8.
Mandatory takeover bids and compulsory acquisition rules
Pursuant to the Norwegian Securities Trading Act Chapter 6, a mandatory offer currently has to be made in the
event an acquirer (alone or together with close associates) becomes the owner of shares representing more than
1/3 of the voting rights in the Company. A mandatory offer must be made within four weeks after the threshold
was passed. The only alternative to a mandatory offer at this stage is to sell a sufficient number of shares to fall
below the 1/3 threshold. In the mandatory offer, all shareholders must be treated equally and the price to be paid
is the higher of (i) the highest price paid or agreed to be paid by the purchaser during the last 6 months, and (ii)
the market price when the 1/3 threshold was passed, if it is clear that this price is higher. If the acquirer acquires
or agrees to acquire additional shares at a higher price prior to expiration of the mandatory offer period, the
acquirer is obligated to restate the offer at such higher price. The offer must be made in cash or contain a cash
alternative at least equal in value to any non-cash offer.
The obligation to make an offer for all remaining shares in the Company is repeated at both 40 per cent and 50
per cent ownership of shares with corresponding voting rights.
Pursuant to the Norwegian Public Limited Liability Companies Act § 4-25, compulsory acquisition (“squeeze
out”) of the remaining shares may be initiated by a shareholder who owns more than 90 per cent of the shares
(and corresponding voting rights). Such compulsory acquisition is initiated through a decision by the board of
directors of the shareholder and payment of the price offered. Failing agreement between the parties, the price
shall be determined through a valuation by the court, but the acquirer will obtain title to the shares immediately.
4.9.
Public takeover bids
No public takeover bids have been launched for the Company’s Shares during the last or current financial year.
4.10.
Taxation of shareholders
The summary is based on Norwegian laws, rules and regulations applicable as of the date of this Prospectus, and
is subject to any changes in law occurring after such date. Such changes could possibly be made on a retroactive
basis. The summary does not address foreign tax laws. The summary is of a general nature and does not purport
to be a comprehensive description of all the Norwegian tax considerations that may be relevant for a decision to
acquire, own or dispose of shares in the Company. Shareholders who wish to clarify their own tax situation
should consult with and rely upon their own tax advisers. Shareholders resident in jurisdictions other than
Norway should consult with and rely upon local tax advisors with respect to the tax position in their country of
residence. Please note that for the purpose of the summary below, a reference to a Norwegian or foreign
25
shareholder or company refers to the tax residency rather than the nationality. The statements only apply to
shareholders who are beneficial owners of the shares.
Please note that special rules apply for shareholders that cease to be tax resident in Norway or that for some
reason are no longer considered taxable to Norway in relation to their shareholding in the Company. Such
shareholders are encouraged to consult their own tax advisors.
Tax consequences related to the ownership and disposal of shares – Norwegian Shareholders
This section summarizes certain Norwegian tax rules relevant to shareholders who are residents of Norway for
Norwegian tax purposes (“Norwegian Shareholders”).
Taxation of dividends – Personal shareholders
Dividends distributed to Norwegian personal shareholders (i.e. shareholders who are individuals) (“Norwegian
Personal Shareholders”) are taxable as general income at a rate of 27 percent to the extent the dividends exceed
a statutory tax-free allowance.
The allowance is calculated on a share by share basis, and is equal to the tax cost price of the share multiplied
with a determined risk free interest rate based on the effective rate after tax of interest on treasury bills
(Norwegian: Statskasseveksler) with three months maturity. Any part of the calculated allowance one year
exceeding the dividend distributed on the share the same year (“unused allowance”) can be forwarded and
deducted when calculating taxable dividend income on the same share a later year. Furthermore, unused
allowance can be added to the cost price of the share and included in the basis for calculating the allowance on
the same share the following years. The allowance is calculated for each calendar year, and is allocated solely to
Norwegian Personal Shareholders holding shares as of 31 December of the relevant calendar year. Norwegian
Personal Shareholders who transfer shares will thus not be entitled to deduct any calculated allowance related to
the year of transfer.
Taxation of dividends – Corporate shareholders
Norwegian corporate shareholders (i.e. limited liability companies, mutual funds, savings banks, mutual
insurance companies or similar entities tax-resident in Norway) (“Norwegian Corporate Shareholders”)) are
exempt from tax on dividends received on shares in a Norwegian limited liability company.
Three percent of the dividends comprised by the participation exemption is to be entered as general income and
taxed at the flat rate of 27 percent, implying that such dividends is effectively taxed at a rate of 0.81 percent.
Taxation of dividends –Shares owned through partnerships
Partnerships are as a general rule transparent for Norwegian tax purposes. Taxation occurs at partner level, and
each partner is taxed for his or her proportional share of the net income generated by the partnership, regardless
of whether such income is distributed to the partners or not.
However, dividends from shares covered by the participation exemption are not included in the basis for taxation
of the partner’s proportional share of the net income generated by the partnership, but are treated as income
under the participation exemption. Thus, three percent of tax-free net income under the participation exemption
method shall be entered as general income and taxed at the ordinary tax rate of 27 percent ( implying that such
dividend is effectively taxed at a rate of 0.81 percent), regardless of whether such income is distributed to the
partners or not.
Further taxation occurs when the dividends received are distributed from the partnership to the partners. For
partners who are Norwegian individuals such distributions will be taxed as general income at a rate of 27
percent. The partner will be entitled to deduct a calculated allowance when calculating their taxable income.
For partners that are Norwegian corporations, three percent of such distributions comprised by the participation
exemption will be entered as general income and taxed at the flat rate of 27 percent, implying that such
distributions are effectively taxed at a rate of 0.81 percent.
26
Taxation upon realisation of shares – Personal shareholders
Sale or other disposal of shares is considered a realisation for Norwegian tax purposes. A capital gain or loss
generated by a Norwegian Personal Shareholder through a realisation of shares is taxable or tax deductible in
Norway. Such capital gain or loss is included in or deducted from the shareholder's general income in the year of
disposal. The tax rate for general income is currently 28 percent. The gain is subject to tax and the loss is tax
deductible irrespective of the duration of the ownership and the number of shares realised.
The taxable gain/deductible loss on the realisation of shares is calculated per share as the difference between the
consideration received and the tax cost price of the share and less costs incurred in relation to the realisation of
the share. Any unused allowance on a share (see above) may be set off against capital gains related to the
realisation of the same share, but this may not lead to or increase a deductible loss, i.e. any unused allowance
exceeding the capital gain upon the realisation of a share will lapse.
If the shareholder owns shares acquired at different points in time, the shares that were acquired first will be
regarded as the first to be disposed of, on a first-in first-out basis.
Taxation upon realization of shares – Corporate shareholders
Sale, redemption or other types of disposal of shares is considered realisation for Norwegian tax purposes.
Capital gains derived from the realisation of shares qualifying for the participation exemption are exempt from
taxation for Norwegian Corporate Shareholders. Losses incurred upon realization of such shares are not
deductible..
Taxation upon realization of shares – Shares owned through partnerships
Partnerships are as a general rule transparent for Norwegian tax purposes. Taxation occurs at partner level, and
each partner is taxed on a current basis for its proportional share of the net income generated by the partnership,
regardless of whether such income is distributed to the partners or not..
For partnerships, realisation of shares in a Norwegian limited liability company is comprised by the participation
exemption. Capital gains derived from the realisation of shares qualifying for the participation exemption are
exempt from taxation. Losses incurred upon realization of such shares are not deductible.
If the shares are acquired at different points in time, the shares that were acquired first will be regarded as the
first to be disposed of, on a first-in first-out basis.
Taxation occurs when the capital gains received by the partnership are distributed from the partnership to the
partners. For partners who are Norwegian individuals, such distributions will be taxed as general income at a rate
of 27 percent. The partners are entitled to deduct a calculated allowance when calculating their taxable income
from the partnership.
For partners that are Norwegian corporations, three percent of such distributions comprised by the participation
exemption will be entered as general income and taxed at the flat rate of 27 percent, implying that such
distributions are effectively taxed at a rate of 0.81 percent.
Net wealth tax
Norwegian limited liability companies and certain similar entities are exempt from Norwegian net wealth tax.
For Norwegian Personal Shareholders, shares will form part of their basis for calculation of Norwegian net
wealth tax. Listed shares are valued at 100 percent of their quoted value as of 1 January in the assessment year
(the year following the income year). The current marginal wealth tax rate is 1 percent.
Tax consequences related to the ownership and disposal of shares – Foreign shareholders
This section summarizes certain Norwegian tax rules relevant to shareholders that are not resident in Norway for
Norwegian tax purposes (“Foreign Shareholders”). The potential tax liabilities for foreign shareholders in the
jurisdiction where they are resident for tax purposes or other jurisdictions will depend on tax rules applicable in
the relevant jurisdiction.
27
Taxation of dividends – Foreign shareholders
Dividends paid by a Norwegian limited liability company to Foreign Shareholders, both corporate and
individuals, are as a general rule subject to withholding tax in Norway at the rate of 25%, unless otherwise
provided for in an applicable income tax treaty or the recipient is covered by the specific regulations for
corporate shareholders tax-resident within the European Economic Area (EEA). The withholding obligation lies
with the company distributing the dividends.
In accordance with the present administrative system in Norway, the Norwegian distributing company will
normally withhold tax at the regular rate or reduced rate according to an applicable tax treaty, based on the
information registered with the VPS with regard to the tax- residence of the Foreign Shareholder. Dividends paid
to Foreign Shareholders in respect of nominee- registered shares will be subject to withholding tax at the general
rate of 25% unless the nominee, by agreeing to provide certain information regarding beneficial owners, has
obtained approval for a reduced rate from the Central Office for Foreign Tax Affairs (Nw. Sentralskattekontoret
for utenlandssaker).
Foreign Shareholders who are exempt from withholding tax and Foreign Shareholders who have suffered a
higher withholding tax than set out by an applicable tax treaty can apply for a refund of any excess withholding
tax.
If a Foreign Shareholder is engaged in business activities in Norway, and the shares are effectively connected
with such business activities, dividends distributed to such shareholder will generally be subject to the same
taxation as that of Norwegian Shareholders, cf the description of tax issues related to Norwegian Shareholders
above.
Foreign Shareholders should consult their own advisers regarding the availability of treaty benefits in respect of
dividend payments, including the ability to effectively claim refunds of withholding tax.
Taxation of dividends – Foreign Shareholders tax-resident within the EEA
Foreign Shareholders who are individuals tax-resident within the EEA (“Foreign EEA Personal
Shareholders”) are upon request entitled to a deductible allowance. The shareholder shall pay the lesser amount
of (i) withholding tax according to the rate in an applicable tax treaty or (ii) withholding tax at 25% of taxable
dividends after allowance. Foreign EEA Personal Shareholders may carry forward any unused allowance, if the
allowance exceeds the dividends.
Foreign Shareholders that are corporations tax-resident within the EEA for tax purposes (“Foreign EEA
Corporate Shareholders”) are exempt from Norwegian tax on dividends distributed from Norwegian limited
liability companies, provided that the Foreign EEA Corporate Shareholder in fact is genuinely established within
the EEA and manages a real economic activity within the EEA.
Taxation upon realization of shares – Foreign shareholders
As a general rule, capital gains generated by Foreign Shareholders are not taxable in Norway.
If a Foreign Shareholder is engaged in business activities in Norway, and the shares are effectively connected
with such business activities, capital gains realised by such shareholder will generally be subject to the same
taxation as that of Norwegian Shareholders, cf the description of tax issues related to Norwegian Shareholders
above.
Net wealth tax – Foreign shareholders
Foreign Shareholders are as a general rule not subject to net wealth tax in Norway on shares unless the
shareholder is an individual who is engaged in business activities in Norway, and the shares are effectively
connected with such business activities.
28
Duties on the transfer of shares
No stamp or similar duties are currently imposed in Norway on the transfer or issuance of shares in Norwegian
companies.
Inheritance tax
As of 1 January 2014 the Norwegian Inheritance Tax was abolished. However, the heir acquires the donor's tax
input value of the shares based on principles of continuity. Thus, the heir will be taxable for any increase in
value in the donor's ownership, at the time of the heir's realisation of the shares. However, in the case of gifts
distributed to other persons than heirs according to law or testament, the recipient will be able to revalue the
received Securities to market value.
29
5. THE PRIVATE PLACEMENT AND TERMS AND CONDITIONS OF THE
SUBSEQUENT OFFERING
5.1.
The Private Placement
On 6 December 2013, the Board of Directors resolved a private placement of 10,000,000 New Shares at NOK
3.00 per share directed towards selected leading Norwegian institutions and private investors, subject inter alia to
approval by an extraordinary general meeting of the Company. In the extraordinary general meeting of the
Company on the 6 January 2014, it was proposed that the pre-emptive rights of the existing shareholders under §
10-4 of the Public Limited Companies Act was set aside in connection with the Private Placement. Such
deviation was assumed appropriate to effectively raise new equity and to secure the Company sufficient equity
through 2015. The Private Placement, which represented a share capital increase of approximately 71 per cent,
was completed prior to opening of the Oslo Stock Exchange on the 6 December 2013. On the 6 January 2014,
the extraordinary general meeting of the Company authorized the Private Placement according to section 4.5.
The Private Placement raised gross proceeds of NOK 30 million.
In order to ensure that the Company’s shareholders to the extent practically possible are treated equally, the
extraordinary general meeting also resolved to conduct a Subsequent Offering raising gross proceeds in the
amount of up to NOK 10.5 million directed towards the Eligible Shareholders.
The Subsequent Offering will be carried out through issuing fully tradable Subscription Rights to the Eligible
Shareholders. The size of the Private Placement and Subsequent Offering has been set based on an analysis of
capital needs and financing structure going forward. The successful completion of the Private Placement and the
Subsequent Offering will secure the Company sufficient working capital for its current planned activities
through 2015.
The Company’s registered share capital prior to the Private Placement was NOK 18,198,494.60 consisting of
13,998,842 Shares, each with a nominal value of NOK 1.30 fully paid and issued in accordance with Norwegian
law. For further information on legislation and rights attached to the Shares, see Sections 4 and 6 of the Share
Securities Note.
The following allocations were made to investors which were allocated more than 5% of the New Shares issued
in the Private Placement.
Investor
Number of new shares allocated
Funds managed by Storebrand Asset Management AS
1,883,000
Holberg Norge
1,318,000
MP Pensjon
1,255,000
Viggo Harboe Holding ApS
933,000
Bjørns Invest AS
583,000
No shares were allocated to members of the Company’s management, supervisory or administrative bodies.
The New Shares
The New Shares will rank pari passu in all respects with the existing shares and carry full shareholder rights in
the Company from the time of registration of the share capital increase pertaining to the Private Placement in the
Norwegian Register of Business Enterprises, as was completed on 27 January 2014. The New Shares became
eligible for dividends from the Company from the same date.
The New Shares issued in the Private Placement will consist of ordinary Shares in the Company, issued in
accordance with the Norwegian Public Limited Companies Act and delivered electronically in registered form in
the VPS. The New Shares were issued to a separate ISIN pending approval of this prospectus. At the time of
approval of this Prospectus, the New Shares will assume the ISIN number of the Company’s existing shares as
soon as practically possible and be immediately tradable on the Oslo Stock Exchange.
30
5.2.
The Subsequent Offering
The Subsequent Offering comprises an offering of up to 3,500,000 Offer Shares at a Subscription Price of NOK
3.00 per Offer Share, corresponding to gross proceeds of up to NOK 10.5 million. The Offer Shares are offered
on the basis of the resolutions as stated in section 4.5.
The Company has no information in regards to whether major shareholders or members of the Group’s
management, supervisory or administrative bodies intend to subscribe in the Offer or whether any persons intend
to subscribe for more than 5% of the offer.
The Eligible Shareholders, being existing shareholders as of 5 December 2013 (as recorded in the VPS on the
Record Date) and who were not allocated shares in the Private Placement, and are not resident in a jurisdiction
where such offering would be unlawful, or for other jurisdictions than Norway, would require any filing,
registration or similar action, will be granted tradable Subscription Rights that, subject to applicable laws,
provide rights to subscribe for and be allocated Offer Shares in the Subsequent Offering. Funds which are under
management by the same company, group of companies, fund manager(s) or similar may be treated as one
shareholder when applying these limitations. Over-subscription and subscription without Subscription Rights
will be allowed.
Subscription Rights and Offer Shares will not be issued or sold in certain jurisdictions or to residents of certain
jurisdictions.
The timeline for the Subsequent Offer, subject to any extension, is set out below.
Last day of trading in the shares including Subscription Rights ............
5 December 2013
Ex. rights trading in the shares commenced on the Oslo Stock Exchange
...............................................................................................................
6 December 2013
Record Date ...........................................................................................
10 December 2013
Delivery date for the Subscription Rights ..............................................
27 January 2014
Trading period for the Subscription Rights commences ........................
29 January 2014 at 08:00 CET
Trading period for the Subscription Rights ends ....................................
6 February 2014 at 16:30 CET
Subscription Period commences ............................................................
29 January 2014 at 08:00 CET
Subscription Period ends ........................................................................
12 February 2014 at 16:30
CET
Allocation of the Offer Shares ...............................................................
13 February 2014
Distribution of allocation letters.............................................................
13 February 2014
Payment date for the Offer Shares .........................................................
19 February 2014
Registration of the share capital increase
24 February 2014
Delivery of the Offer Shares ..................................................................
24 February 2014
Listing and commencement of trading in the Offer Shares on Oslo Axess
...............................................................................................................
24 February 2014
Subscription Rights
Eligible Shareholders will be granted tradable Subscription Rights giving a preferential right to subscribe for,
and be allocated, Offer Shares in the Subsequent Offering. Each Eligible Shareholder will, subject to applicable
securities laws, be granted 0.376470872 tradable Subscription Rights for each existing Share owned as of 5
December 2013 (as recorded in the VPS on the Record Date). The number of Subscription Rights granted to
each Eligible Shareholder will be rounded down to the nearest whole Subscription Right.
31
The Subscription Rights will be independently tradable from 29 January 2014 to 16:30 hours (CET) on 6
February 2014 and will be listed on the Oslo Stock Exchange under the symbol ‘SER T’’ and with ISIN NO
NO0010700289. Subscription Rights acquired during the aforementioned trading period carry the same rights to
subscribe for Offer Shares during the Subscription Period, as Subscription Rights received and held by Eligible
Shareholders.
Persons interested in trading in Subscription Rights should be aware that the exercise of Subscription Rights by
holders outside of Norway may be restricted or prohibited by applicable laws. Please see section Financial
intermediaries for further information.
Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be
allocated one Offer Share in the Subsequent Offering. Over-subscription (i.e. subscription for more Offer Shares
than the number of Subscription Rights held by the subscriber entitles the subscriber to be allocated) and
subscription without Subscription Rights will be permitted.
The Subscription Rights must be traded before 6 February 2014 at 16:30 (CET) or used to subscribe for Offer
Shares before the end of the Subscription Period (i.e. 12 February 2014 at 16:30 (CET)). Subscription Rights that
are not traded or exercised before said time limits will have no value and will lapse without compensation to the
holder. Holders of Subscription Rights should note that subscriptions for Offer Shares must be made in
accordance with the procedures set out in this Prospectus and that holding of Subscription Rights in itself should
not represent a subscription of Offer Shares.
Eligible Shareholders resident in jurisdictions where the Prospectus may not be distributed and/or with
legislation that, according to the Company’s assessment, prohibits or otherwise restricts subscription for Offer
Shares (“Ineligible Shareholders”) will not receive Subscription Rights. Eligible Shareholders should be aware
that the exercise of Subscription Rights by holders who are located in countries outside of Norway may be
restricted or prohibited by applicable securities laws. Please refer to the section “Financial Intermediaries” for a
further description of such restrictions.
The date for determining the Eligible Shareholders who receive Subscription Rights is 5 December 2013, as
registered in the shareholders register in VPS at the end of the Record Date.
The first day of trading without the right to receive Subscription Rights was 6 December 2013. Transactions in
the existing Shares made on or before this date, but which have not been registered in the VPS within the Record
Date will be disregarded for the purposes of determining the allocation of Subscription Rights.
The Subscription Period for the Subsequent Offering will commence on 29 January 2014 and end at 16:30 hours
(CET) on 12 February 2014. The Subsequent Offering may not be revoked. The Company reserves the right to
extend the Subscription Period in the Subsequent Offering. Any such extension will be announced through Oslo
Børs’ information system on or before 12:00 (CET) on 11 February 2014. An extension can be made no longer
than until 16:30 (CET) on 19 February 2014. In event of an extension, the allocation date, first trading date,
payment date and the date of delivery of Offer Shares and other relevant dates will be extended accordingly. The
last possible date for delivery of the Offer Shares will be 15 March 2014.
The Subscription Price in the Subsequent Offering is NOK 3.00 per Offer Share, which is the same as the
subscription price in the Private Placement.
Subscription procedures
Subscriptions for Offer Shares must be made by submitting a correctly completed Subscription Form to the
Manager during the Subscription Period or may, for Norwegian citizens, be made online as further described
below.
Subscriptions for Offer Shares must be made on a Subscription Form in the form included in Appendix 5
(Subscription Form). Subscribers who are Norwegian citizens may also subscribe for Offer Shares through the
VPS online subscription system (or by following the link on www.norne.no which will redirect the subscriber to
32
the VPS online subscription system). All online subscribers must verify that they are Norwegian citizens by
entering their national identity number.
Correctly completed Subscription Forms must be received by the Manager at the below address or fax number,
in the event of online subscription in the VPS, correctly completed subscription must be registered, no later than
16:30 hours (CET) on 12 February 2014.
The Private Placement and Subsequent Offering was managed and coordinated by the Manager.
Norne Securities AS (the “Manager”)
Oslo Office
Parkveien 61
P.O. Box 2507 Solli
0202 Oslo, Norway
Phone: +47 55 55 91 31
Facsimile: +47 24 04 66 61
www.norne.no
Neither the Company nor the Managers may be held responsible for postal delays, unavailable fax lines, internet
lines or servers or other logistical or technical problems that may result in subscriptions not being received in
time or at all by the Manager. Subscription Forms received by the Manager, or subscriptions registered in the
VPS, after the end of the Subscription Period and/or incomplete or incorrect Subscription Forms and any
subscription that may be unlawful may be disregarded at the sole discretion of the Company and the Manager
without notice to the subscriber.
Subscriptions are binding and irrevocable, and cannot be withdrawn, cancelled or modified by the subscriber
after having been received by the Manager or registered in the VPS. The subscriber is responsible for the
correctness of the information filled into the Subscription Form or registered when subscribing online in the
VPS. By signing and submitting a Subscription Form or submitting an online subscription in the VPS, each
subscriber confirms and warrants to have read this Prospectus and to be eligible to subscribe for Offer Shares
under the terms set forth herein.
There is no minimum subscription amount for which subscriptions in the Subsequent Offering must be made.
Over-subscription (i.e. subscription for more Offer Shares than the number of Subscription Rights held by the
subscriber entitles the subscriber to be allocated) and subscription without Subscription Rights is allowed.
Multiple subscriptions (i.e. subscriptions on more than one Subscription Form) are allowed. Please note,
however, that each separate Subscription Form submitted by the same subscriber with the same number of Offer
Shares subscribed for on both Subscription Forms will only be counted once, unless otherwise explicitly stated
in one of the Subscription Forms. In the case of multiple subscriptions through the VPS online subscription
system or subscriptions made both on a Subscription Form and through the VPS online subscription system, all
subscriptions will be counted.
Allocation
Allocation of the Offer Shares will take place on or about 13 February 2014 in accordance with the following
criteria:
i) Firstly, to Eligible Shareholders on the basis of their subscription rights
ii) Secondly, to Eligible Shareholders who have subscribed for offer shares in excess of their subscription rights
(allocation will be made on a pro rata basis based on the number of Subscription Rights exercised by each
subscriber. To the extent that pro rata allocation is not possible, the Company will determine the allocation by
drawing of lots)
33
iii) Thirdly, to other shareholders, and
iv) Forthly, to all other subscribers.
No distinction will be made between allocated and acquired/purchased Subscription Rights. No fractional Offer
Shares will be allocated. Allocation of fewer Offer Shares than subscribed for by a subscriber will not impact on
the subscriber’s obligation to pay for the number of Offer Shares allocated.
Notifications of allocated Offer Shares in the Subsequent Offering and the corresponding amount to be paid by
each subscriber will be set out in a letter from the Manager, which will be distributed on or about 11 February
2014. The Company expects to issue a stock exchange notification announcing the results of the Subsequent
Offering prior to the opening of the Oslo Stock Exchange on or about the same date.
Payment of the Offer Shares
The Payment Due Date for the Offer Shares is 19 February 2014. When subscribing for Offer Shares, each
subscriber with a Norwegian bank account must provide a one-time irrevocable authorization to the Managers to
debit a specified bank account with a Norwegian bank for the amount (in NOK) payable for the Offer Shares
allocated to such subscriber. The amount is expected to be debited on 19 February 2014 (the Payment Due Date)
and an amount to cover payment for the allocated Offer Shares must be available on the specific bank account on
this date. The Company and the Managers reserve the right to make up to three debit attempts within seven
working days after the Payment Due Date if there are insufficient funds in the account on the first debiting date.
The Company and the Managers reserve the right to consider the payment overdue if there are not sufficient
funds to cover full payment for the Offer Shares allocated on the account when an attempt to debit the account
has been made on or after the Payment Due Date, or if it for other reasons is not possible to debit the bank
account.
Subscribers who do not have a Norwegian bank account must ensure that payment for the Offer Shares allocated
to them is made with cleared funds on or before 12:00 hours (CET) on 19 February 2014 and must contact one
of the Managers before making such payment. By signing the Subscription Form, subscribers who subscribe for
an amount exceeding NOK 5 million give the Managers an authorization to manually debit the stated bank
account on or about the Payment Due Date.
Overdue and late payment will be charged with interest at the applicable rate under the Norwegian Act on
Interest on Overdue Payment on 17 December 1976 No. 100, currently 8.5% per annum. If the subscriber fails to
comply with the terms of payment, the Offer Shares will not be delivered to the subscriber.
The Company and the Manager reserve the right to, at the cost and risk of the investor, cancel the allocation and
to reallocate, sell, assume ownership of or otherwise dispose of all or parts of the allocated Offer Shares on such
terms and in such manner as the Managers may decide in accordance with applicable Norwegian law and
otherwise based on the Board of Directors’ discretion, without further notice to the subscriber in question in
accordance with Section 10-12, fourth paragraph of the Public Limited Companies Act if payment has not been
received within the third day after the Payment Due Date. The investor will remain liable for payment for the
Offer Shares together with any interest, costs, charges and expenses accrued, and the Manager may enforce
payment of such amount outstanding in accordance with Norwegian law. The Company and/or the Manager may
enforce payment of any amount outstanding in accordance with Norwegian law.
The Company and the Manager further reserve the right to have the Manager's advance the payment on behalf of
subscribers who have not paid for the Offer Shares allocated to them within the Payment Due Date. The nonpaying subscribers will remain fully liable for the subscription amount payable for the Offer Shares allocated to
them, irrespective of such payment by the Manager. If the Offer Shares are sold on behalf of the subscriber, the
subscriber will be liable for any loss, costs, charges and expenses suffered or incurred by the Company and/or
the Manager as a result of or in connection with such sales. The Company and/or the Manager may enforce
payment of any amounts outstanding in accordance with applicable law.
34
The subscriber furthermore authorizes the Manager to obtain confirmation from the subscriber’s bank that the
subscriber has disposal over the indicated account as well as a confirmation that there are sufficient funds in the
account to cover the payment.
Any excess amount paid by a Subscriber will be returned to the bank account stated in the Subscription Form. If
no such bank account is stated, the Manager will contact the Subscriber for obtaining refund details.
Delivery and listing of the Offer Shares
All subscribers subscribing for Offer Shares must have a valid VPS account (established or maintained by an
investment bank or Norwegian bank that is entitled to operate VPS accounts) to receive Offer Shares.
Delivery of the Offer Shares will take place following registration of the share capital increase pertaining to the
Offer Shares in the Norwegian Register of Business Enterprises which is expected on or about 24 February 2014.
Assuming that payments from all subscribers are made on the Payment Due Date, delivery of the Offer Shares is
expected to take place by registration of the Offer Shares in the VPS on or about 24 February 2014.
The Offer Shares shall carry rights to dividend and have shareholder rights from registration of the share capital
increase with the Norwegian Register of Business Enterprises. The Offer Shares will be listed on the Oslo Stock
Exchange as soon as the Offer Shares have been registered in the VPS.
The Offer Shares may not be traded on the Oslo Stock Exchange before they are fully paid, issued and registered
in the VPS.
The Company is not aware of any major existing shareholders or members of the Company’s management,
supervisory or administrative bodies that intend to participate in the Subsequent Offering. However, certain
major existing shareholders and primary insiders were allocated shares in the Private Placement and are therefore
ineligible to receive Subscription Rights in the Subsequent Offering.
The Offer Shares will be ordinary Shares in the Company with a nominal value of NOK 1.30 each, and will be
issued electronically in the VPS in registered form in accordance with the Public Limited Companies Act.
The Offer Shares will rank pari passu in all respects with the existing Shares and will carry full shareholder
rights in the Company from the time of registration of the share capital increase pertaining to the Subsequent
Offering in the Norwegian Register of Business Enterprises, which is expected to occur on or about 24 February
2014. The Offer Shares will be eligible for any dividends which the Company may declare after said registration.
All Shares, including the Offer Shares, will have voting rights and other rights and obligations which are
standard under the Public Limited Companies Act, and are governed by Norwegian law.
The Offer Shares will, upon delivery, be registered on the same ISIN as the existing Shares.
Financial intermediaries
All questions concerning the timeliness, validity and form of instructions to a financial intermediary in relation
to the exercise of Subscription Rights should be determined by the financial intermediary in accordance with its
usual customer relations procedure; or as it otherwise notifies each shareholder.
Neither the Company nor the Manager is liable for any action or failure to act by a financial intermediary
through whom shareholders of the Company hold their Shares.
If an Eligible Shareholder held the Shares through a financial intermediary on the Record Date, the financial
intermediary will customarily give each Eligible Shareholder details of the aggregate number of Subscription
Rights to which each Eligible Shareholder will be entitled. The relevant financial intermediary will customarily
supply each Eligible Shareholder with this information in accordance with its usual customer relations
procedures. Eligible Shareholders should contact their financial intermediary if they have not received
information with respect to the Subsequent Offering.
35
Subject to applicable law, Eligible Shareholders holding Shares through a financial intermediary may instruct the
financial intermediary to sell some or all of their Subscription Rights, or to purchase additional Subscription
Rights on their behalf. See below for a description of certain restrictions and prohibitions applicable to the sale
and purchase of Subscription Rights in certain jurisdictions outside Norway.
Shareholders who hold their Shares through a financial intermediary and who are Ineligible Shareholders will
not be entitled to exercise their Subscription Rights transferred to the financial intermediary
The time until which notification of exercise instructions may be validly given may be earlier if Shares are held
through a financial intermediary. This depends on the financial intermediary.
If Eligible Shareholders hold their Subscription Rights through a financial intermediary and wish to exercise
their Subscription Rights, they should instruct their financial intermediary in accordance with the instructions
received from such financial intermediary. The financial intermediary will be responsible for collecting exercise
instructions from the Eligible Shareholders and for informing the Manager of their exercise instructions.
Eligible Shareholders holding their Subscription Rights through a financial intermediary should pay the
Subscription Price for the Offer Shares that they are allocated in accordance with the instructions received from
that financial intermediary. The financial intermediary must pay the Subscription Price to the Managers, who
will in turn pay it to the Company. Payment for the Offer Shares must be made to the Managers no later than the
Payment Due Date. Accordingly, financial intermediaries may require payment to be provided to them prior to
the Payment Due Date.
The offering of the Offer Shares and the issue of Subscriptions Rights in the Subsequent Offering may in certain
jurisdictions be restricted by law. The distribution of this Prospectus and the offering and sale of the Offer Shares
offered hereby may also in certain jurisdictions be restricted by law. Persons in possession of this Prospectus are
required to inform themselves about and to observe any such restrictions. This Prospectus may not be used for,
or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any of the Offer
Shares offered hereby in any jurisdiction in which such offer or invitation would be unlawful or restricted. No
one has taken any action that would permit a public offering of Offer Shares to occur outside of Norway.
Shareholders who reside in any country outside EU/EAA may not be permitted to receive Subscription Rights or
Offer Shares.
The Subscription Rights and the Offer Shares have not been and will not be registered under the US Securities
Act, or under the securities laws of any state or other jurisdiction of the Unites States and are being offered and
sold under an exemption to registration under the US Securities Act. The Subscription Rights cannot be
exercised for Offer Shares by US persons except, under certain circumstances, by US persons who are QIBs as
defined under Rule 144A under the US Securities Act. The Subscription Rights and the Offer Shares are being
offered to non-US persons under Regulation S under the US Securities Act. The Offer Shares may not be offered
or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the US Securities Act and in compliance with any applicable securities law of any state or other jurisdiction of
the United States. Accordingly, unless an appropriate exemption from relevant securities law requirements is
available, the Offer Shares may not be offered or sold, directly or indirectly, in or into the United States.
36
5.3.
Pricing
5.3.1. Subscription Price
The Subscription Price is NOK 3.00 per Offer Share, payable in cash.
The Subscription Price was determined through a book-building process during the Private Placement between 5
December 2013 at 16:30 CET and 6 December 2012 at 08:30 CET and was set lower than the closing price of
the Company’s shares as traded on Oslo Børs 5 December 2013 to secure sufficient interest from new investors.
One condition for successful completion of the Private Placement was to set aside the existing shareholders’ preemptive rights in the extraordinary general meeting’s decision to issue the new shares. Subsequently, those that
subscribed and were allocated shares in the Private Placement will have had an advantage over those who did not
subscribe for shares in the Private Placement (including a majority of the Company’s existing shareholders). The
reason for setting aside the existing shareholders’ pre-emptive rights were to allow new investors (including
institutional investors) to participate in the Private Placement, hence securing the amount of capital required to
complete the Private Placement.
No expenses or taxes will be carried directly by the Subscribers participating in the Offer.
5.3.2. Shares acquired by the administrative, Management and the Board of Directors
The following table sets out the effective cash cost of Shares acquired in the Company by the current members
of the senior management and the Board of Directors or other affiliated persons during 2013, as well as such
members’ total number of Shares as of the date of the Prospectus.
Name
Position
Svein S. Jacobsen
Ingrid Alfheim
Søren Elmann Ingerslev
Ole Peter Nordby
Theresa Comiskey Olsen
Eva Steiness *
Rolf Olufsen
Trygve Gulbrandsen
Chairman
Board member
Board member
Board member
Board member
CEO
CFO
CSO
Senior project
manager
Torben Skarsfeldt
Number of Shares
Acquired in 2013
35,000
0
0
7,500
0
0
0
0
0
Price per
share (NOK)
2.72
2.46
Total number
of shares held
95,000
78,340
0
7,500
0
594,048
27,038
0
*Through the wholly owned company NewPharma DK.
The effective cash contribution of the above persons that have already acquired shares the past year was NOK
0.1 million, yielding an average price per acquired share of NOK 2.67 while the Subscription Price in the
Subsequent Offering is NOK 3.00 per Offer Share.
37
The table below illustrates subscriptions rights received by the current members of the management and the
Board of Directors or other affiliated persons during 2013.
Name
Position
Svein S. Jacobsen
Ingrid Alfheim
Rolf Olufsen
Trygve Gulbrandsen
Eva Steiness
Søren Elmann Ingerslev
Theresa Comiskey Olsen
Ole Peter Nordby
Chairman
Board member
CFO
CSO
CEO
Board member
Board member
Board member
Number of Subscription
rights
received
100,000
-
Total number of
Subscription rights
held
100,000
40,000
40,000
45,000
-
For details on the subscription rights please refer to section 21.1 in the Share Registration Document.
The effective cash contribution of the persons that have acquired the Subscription rights the past year was NOK
0.
5.4.
Manager
The Private Placement and Subsequent Offering was managed and coordinated by the Manager.
Norne Securities AS (the “Manager”)
Oslo Office
Parkveien 61
P.O. Box 2507 Solli
0202 Oslo, Norway
Phone: +47 55 55 91 31
Facsimile: +47 24 04 66 61
www.norne.no
38
6. TRADING AND DEALING ARRANGEMENTS
The Company’s shares are listed on Oslo Axess since 9 April 2013. The Shares are not admitted and the
Company has not applied for listing at any other stock exchange or regulated market.
Oslo Børs was established in 1819 and is the principal market in which shares, bonds and other financial
instruments are traded in Norway. The Oslo Stock Exchange operates Oslo Børs and Oslo Axess, which are
regulated markets for shares.
Trading and settlement
Continuous trading on Oslo Børs and Oslo Axess takes place between 09:00 CET and 16:20 CET each trading
day with a subsequent closing call from 16:20 CET to 16:25 CET. Orders may be placed in the system beginning
at 08:15 CET and ending at the end of post-trade at 17:15 CET.
The settlement period for trading on Oslo Børs is three days (T+3).
The ability of brokerage houses to trade for their own accounts is restricted to trading that occurs as an integral
part of either investment services or general capital management. Trading by individual employees is also
restricted.
Investment services may be provided only by Norwegian brokerage houses holding a license under the Securities
Trading Act, branches of brokerage houses from an EEA-state or brokerage houses from outside the EEA that
have been licensed to operate in Norway. EEA-state brokerage houses may also conduct cross-border investment
services in Norway.
It is possible for brokerage houses to undertake market-making activities in listed Norwegian shares if they have
a license to do so under the Securities Trading Act, or in the case of EEA-state brokerage houses, a license to
carry out market-making activities in their home jurisdiction. Such market-making activities will be governed by
the regulations of the Securities Trading Act covering brokers’ trading for own account. Such market-making
activity, however, does not as such require notification to the Financial Supervisory Authority of Norway
(Finanstilsynet) (“FSAN”) or Oslo Børs except for the general obligation of brokerage houses that are members
of Oslo Børs to report all trades in stock exchange listed securities.
Information, control and surveillance
Under Norwegian law, Oslo Børs is required to perform a number of surveillance and control functions. The
Surveillance and Corporate Control unit of Oslo Børs monitors market activity on a continuous basis and is
responsible for the dissemination of information from listed companies to the market. Market surveillance
systems are largely automated, promptly warning department personnel of abnormal market developments.
Companies listed on Oslo Børs and Oslo Axess, are subject to disclosure requirements pursuant to the Securities
Trading Act and Oslo Børs and Oslo Axess Continuing Obligations. Each listed company is inter alia required to
immediately publicly disclose any precise information about the financial instruments, the company or other
matters which may have a noticeable effect on the price of the financial instruments or related financial
instruments, and which are not publicly available or commonly known in the market, unless there are legitimate
reasons for postponement of such disclosure.
The VPS and Transfer of Shares
The VPS is the Norwegian paperless centralized securities registry. It is a computerized bookkeeping system in
which the ownership of, and all transactions relating to, listed shares of Norwegian companies must be recorded.
The Company’s share register is operated through the VPS. All transactions relating to securities registered with
the VPS are made through computerized book entries. The VPS confirms each entry by sending a transcript to
the registered shareholder irrespective of any beneficial ownership. To effect such entries, the individual
shareholder must establish an account with a Norwegian account agent. Norwegian banks, authorized securities
brokers in Norway and Norwegian branches of credit institutions established within the EEA are allowed to act
as account agents.
39
The entry of a transaction in the VPS is prima facie evidence in determining the legal rights of parties as against
the issuing company or a third party claiming an interest in the given security.
A transferee or assignee of shares may not exercise the rights of a shareholder with respect to such shares unless
such transferee or assignee has registered such shareholding or has reported and shown evidence of such share
acquisition, and the acquisition of shares is not prevented by law, the Articles of Association or otherwise.
Share Register
Under Norwegian law shares are registered in the name of the owner of the shares. As a general rule, there are no
arrangements for nominee registration. However, shares may be registered in the VPS in the name of a
depository (bank or other nominee) approved by the FSAN, as the nominee of foreign shareholders. An
approved and registered nominee has a duty to provide information on demand about beneficial shareholders to
the company and to the Norwegian authorities. In the case of registration by nominees, registration with the VPS
must show that the registered owner is a nominee. A registered nominee has the right to receive dividends and
other distributions, but cannot vote at general meetings on behalf of the beneficial owners.
Foreign Investment in Norwegian Shares
Foreign investors may trade shares listed on Oslo Børs through any broker that is a member of Oslo Børs,
whether Norwegian or foreign.
Disclosure Obligations
A person or entity which alone or together with close associates acquires Shares, options for shares or other
rights to Shares resulting in its beneficial ownership, directly or indirectly, in the aggregate meeting or exceeding
the respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital or the voting
rights in the Company has an obligation under Norwegian law to notify the Company and Oslo Børs
immediately. The same applies to inter alia disposal of shares, options, other rights to shares or other
circumstances resulting in a beneficial ownership, directly or indirectly, in the aggregate meeting or falling
below said thresholds.
Insider Trading
According to Norwegian law, subscription for, purchase of, sale of or exchange of shares which are listed or in
respect of which an application for listing has been submitted, or incitement to such dispositions, must not be
undertaken by anyone who has precise information about the financial instruments, the company or other matters
which may have a noticeable effect on the price of the financial instruments or related financial instruments, and
which are not publicly available or commonly known in the market. The same applies to entry into, purchase,
sale or exchange of option or futures/forward contracts or equivalent rights connected with such shares or
incitement to such disposition.
The Completed Private Placement
The Private Placement was completed on 6 December 2013, subject inter alia to approval by an extraordinary
general meeting of the Company. The Company's extraordinary general meeting approved the Private Placement
and resolved to issue the New Shares on 6 January 2014. 10,000,000 New Shares were subscribed at a
subscription price of NOK 3.00 per New Share and gross proceeds of NOK 30 million were raised. The
subscription price was determined through a book-building exercise conducted during 5 December 2013 at 16:30
CET and 6 December 2013 at 08:30 CET. The Private Placement was allocated to selected leading Norwegian
institutions (approximately 44 %) and private investors (56 %)
Completion of the book-building process for the Private Placement was announced on 6 December 2013.
Notices of allocation were sent on 6 December 2013. The due date for payment of the Placement Shares was 8
January 2014 and delivery of the New Shares is expected to take place on or about 29 January 2014.
The minimum application and allocation amount in the Private Placement was set to the number of Offer Shares
that had an aggregate purchase price of at least EUR 100 000, but such that the Manager and the Company
could, at their sole discretion, reserve parts of the Private Placement for up to 149 investors applying for a lesser
amount in order to utilize the exception from the prospectus requirement set forth in section 7-2 of the
40
Norwegian Securities Trading Act. Allocations were made at the sole discretion of the Company, based upon the
proposal by the Manager taking into account such factors as perceived investor quality, size of subscriptions,
existing shareholding and timeliness of application in accordance with normal market practice.
41
7. SELLING SECURITIES HOLDERS
There are no selling securities holders.
7.1
Lock-up agreements
There exist no lock-up agreements.
8. EXPENSE OF THE ISSUE
The gross proceeds to the Company from the Private Placement were NOK 30.0 million.
The gross proceeds to the Company from the Subsequent Offering are dependent on the amount of subscriptions,
and if fully subscribed gross proceeds will be NOK 10.5 million.
Fees and expenses related to the Private Placement and Subsequent Offering, including management fee to the
Manager, will be in the range NOK 2.1 million to NOK 2.6 million.
Depending on the amount of subscriptions in the Subsequent Offering, net proceeds to the Company from both
the Private Placement and the Subsequent Offering will be in the range NOK 27.9 – 37.9 million.
The Company will cover transaction costs and all other directly attributable costs in connection with the Private
Placement and the Subsequent Offering.
9. DILUTION
The percentage of immediate dilution resulting from the Private Placement for the Company’s shareholders who
did not participate in the Private Placement was approximately 41.7%.
Investors who did not participate in the Private Placement, but does subscribe according to their subscription
rights in the Subsequent Offering will be diluted by approximately 29.9 %.
The percentage of immediate dilution resulting from both the Private Placement and the Subsequent Offering for
the Company’s existing shareholders who did not participate in the Private Placement and decide not to
participate in the Subsequent Offering will be approximately 49.1%, given a fully subscribed Subsequent
Offering.
Investors who participated in the Private Placement, but decide not to participate in the Subsequent Offering,
will be diluted by approximately 12.7%.
10. ADDITIONAL INFORMATION
10.1
Advisors connected with the issue
The Private Placement and Subsequent Offering was managed and coordinated by Norne Securities AS,
Fortunen 1, 5013 Bergen, Norway (phone/facsimile/web: +47 55 55 91 30 / +47 24 04 66 61 / www.norne.no).
The Company’s legal advisor in connection with the Subsequent Offering was Advokatfirmaet Wiersholm AS,
Ruseløkkveien 26, 0251 Oslo,
Norway (phone/facsimile/web: +47 21 02 10 00 / 21021001 /
www.wiersholm.no).
10.2
Information in the Securities Note which has been audited or reviewed by statutory
auditors
No information in the Securities Note has been audited or reviewed by statutory auditors.
10.3
Statement regarding expert opinions
The Company has not relied on the services of experts in the preparation of this Securities Note.
10.4
Third Party Information
No information in this Share Securities Note has been sourced from a third party.
42
Serodus ASA
SHARE REGISTRATION DOCUMENT
This Share Registration Document has been prepared to comply with the Norwegian Securities Trading Act and
related legislation and regulations including the EC Commission Regulation EC/809/.
The Share Registration Document has been prepared solely in the English language.
Note Regarding Forward-Looking Statements
This Prospectus includes “forward-looking” statements, including, without limitation, projections and expectations regarding the
Company’s future financial position, business strategy, plans and objectives. All forward-looking statements included in this document are
based on information available to the Company, and views and assessments of the Company, as of the date of this Prospectus. The Company
expressly disclaims any obligation or undertaking to release any updates or revisions of the forward-looking statements contained herein to
reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any
such statement is based, unless such update or revision is prescribed by law. When used in this document, the words “anticipate”,
“believe”, “estimate”, “expect”, “seek to” and similar expressions, are intended to identify forward-looking statements. Such forwardlooking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or
achievements of the Company, to materially differ from any future results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and
future business strategies and the environment in which the Company will operate. Factors that could cause the Company’s actual results,
performance or achievements to materially differ from those in the forward-looking statements include but are not limited to global and
regional economic conditions, the competitive nature of the market in which the Company operates, growth management, changes in
domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, changes in political events, force
majeure events and other factors referred to in this Prospectus.
Important factors that could cause actual results to differ materially from those in the forward-looking
statements are included in Chapter 1 in the Share Securities Note and chapter 1 in the Share Registration
Document.
43
TABLE OF CONTENTS
SHARE REGISTRATION DOCUMENT .........................................................................................................43
1.
RISK FACTORS ....................................................................................................................................................... 45
2.
PERSONS RESPONSIBLE FOR THE SHARE REGISTRATION DOCUMENT .................................................. 48
3.
STATUATORY AUDITORS .................................................................................................................................... 49
4.
SELECTED FINANCIAL INFORMATION ............................................................................................................ 50
5.
INFORMATION ABOUT THE ISSUER.................................................................................................................. 51
6.
BUSINESS OVERVIEW .......................................................................................................................................... 54
7.
ORGANIZATIONAL STRUCTURE ........................................................................................................................ 69
8.
PROPERTY, PLANTS AND EQUIPMENT............................................................................................................. 69
9.
OPERATING AND FINANCIAL REVIEW ............................................................................................................ 69
10. CAPITAL RESOURCES .......................................................................................................................................... 70
11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES ...................................................................... 72
12. TREND INFORMATION ......................................................................................................................................... 74
13. PROFIT FORECASTS OR ESTIMATES ................................................................................................................. 74
14. MANAGEMENT AND SUPERVISORY BODIES .................................................................................................. 75
15. REMUNERATION AND BENEFITS ...................................................................................................................... 79
16. BOARD PRACTICES ............................................................................................................................................... 80
17. EMPLOYEES ............................................................................................................................................................ 81
18. MAJOR SHAREHOLDERS ..................................................................................................................................... 82
19. RELATED PARTY TRANSACTIONS .................................................................................................................... 83
20. FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL
POSITION AND PROFITS AND LOSSES ....................................................................................................................... 83
21. ADDITIONAL INFORMATION .............................................................................................................................. 85
22. MATERIAL CONTRACTS ...................................................................................................................................... 90
23. THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY
INTEREST .......................................................................................................................................................................... 93
24. DOCUMENTS ON DISPLAY .................................................................................................................................. 94
25. INFORMATION ON HOLDINGS ........................................................................................................................... 94
DEFINITIONS AND GLOSSARY .....................................................................................................................95
44
1.
RISK FACTORS
Investing in the Company involves inherent risks. This section describes risk factors specific to the Company
and the industry in which it operates that are known to the Company at the date of this Prospectus. The order in
which risk factors are mentioned is not intended as an indication of the probability or importance of the risk
factors. Risk factors related to the Shares are described in Section 1 of the Share Securities Note.
If any of the following risks actually occur, the Company’s business, financial position and operating results
could be materially and adversely affected.
A prospective investor should consider carefully the factors set forth below in this Section, and in Section 1 of
the Share Securities Note before making an investment decision, and should consult his or her own expert
advisors as to the suitability of an investment in the shares of the Company.
1.1.
Operational risks
Operational risk can be defined as the risk of loss resulting from failed or inappropriate processes or procedures.
Clinical studies provide negative conclusion
Serodus` pre-clinical and clinical testing may not be predictive of future trial results, and if subsequent studies or
trial results are unfavorable, Serodus may be forced to stop developing a product candidate that currently shows
promise. In addition the clinical studies may not be finalized within the Company’s estimated time frame.
Competition
The markets for Serodus` planned products are exposed to fierce competition and are subject to rapid change,
and competitors are in many cases major international companies. Competitors may develop more effective,
more affordable or more suitable products or may achieve earlier patent protection or commercialization of their
products. These competing products may render Serodus` product candidates obsolete or limit the ability of
Serodus to generate revenues from its product candidates.
Attraction and retention of key personnel
The Company is highly dependent on its management and key employees. Competition for qualified employees
among companies in the biotechnology and medical industry is intense. Serodus’ future success depends upon
Serodus’ ability to attract, retain and motivate highly skilled employees. Not being able to successfully attract
and retain qualified personnel, consultants and advisors may impede the achievement of the Company’s
objectives and have a material adverse effect on Serodus’ business, financial condition and results of operations.
Pricing environment
If the company succeeds in bringing its products through clinical phase I, II and III the degree of success of
commercialization will depend upon the Company’s ability to market its products at a fair price to the market.
Further there is no guarantee that this price eventually will lead to profitable products.
Disputes
The Company may from time to time be involved in disputes, including disputes regarding its intellectual
property rights, with all ensuing risks and costs.
Inadequate quality and cost/benefit value
The quality and testing costs of the Company’s products are key elements in the success of the products. The
Company cannot assure that its products will be perceived as having a competitive price/quality balance in the
Company’s main target markets. Successful completion and commercialization of products may not be achieved.
In addition, R&D processes may take longer than projected. It may also result in a lower accuracy improvement
than projected.
Loss of reputation
Any negative publicity related to the Company could adversely affect its reputation and the value of its brand.
The Company is exposed, among others, to the risk that litigation, consultants, employee or officer's misconduct,
operational failures, disclosure of confidential information, negative publicity, whether or not founded could
45
damage its reputation. Any erosion of the Company's reputation may have a material adverse effect on its
business, revenues, and results of operations or financial conditions.
Changes in current tax regulations
The Company’s operations are subject to applicable taxes and charges. No assurance can be made that the
current tax systems and charges will sustain and that the government will not adopt different policies with
respect to taxation and charges. Such change may have a material adverse negative effect on the Company’s
financial position and results of operations.
Regulatory requirements and other governmental regulation risk
Failure to comply with regulatory or government requirements can lead to delays, higher development costs
and/or loss of commercialization potential.
Collaborations and licensing arrangements
Serodus is substantially dependent on entering into collaborations and licensing arrangements with third parties
in the development and commercialization of certain of its product candidates.
Intellectual property rights (IPR)
Serodus will maintain an aggressive patent strategy by filing additional patent applications for composition-ofmatter, use, methods of manufacture, dosage levels and formulations for its entire product portfolio. There is a
risk that patent applications that the Company has filed, or will file in the future, will not be granted.
Furthermore, patents that are already granted may be challenged by other parties. Whether patent protection is
available in all cases is uncertain and represents complex legal and scientific issues. In addition, the Company
depends on internal know-how and expertise, which may not be subject to regulatory protection and may with
time be diluted.
There may be substantial costs associated with the protection or enforcement of the Company’s intellectual
property rights, and the Company may be unable to protect or enforce its intellectual property rights. Litigation
may prevent the Company from selling the products over a substantial period of time. The Company may not be
able to achieve freedom to operate in markets that are important to the Company’s success. In cases where
products have been in-licensed, the Company may experience setbacks if licensing partners are unable to protect
or enforce the intellectual property rights.
Infringement of the Company’s intellectual property rights can be costly for Serodus either directly
(infringement process) or indirectly (loss of sales). A claim of infringement against Serodus could injure the
Company’s reputation and adversely affect the ability to sell and develop products and technology.
Third parties may claim that the Company's current or future products infringe their proprietary rights, and these
claims, whether they have merit or not, could harm the business by increasing costs or reducing Serodus’
revenue. If the Company infringes third party proprietary rights, such infringement may cease the production
and/or development of the products and/or technology infringing third parties.
1.2.
Financial risks
Operating losses
Serodus has since incorporation accumulated losses and expect such losses to continue as it proceeds in bringing
its product candidates trough the clinical phases. The Company plans to obtain revenues and a profitable
business in the future. However, there is no assurance as to when and if Serodus will achieve revenues and
profitability.
Ability to raise additional capital
In order to successfully execute the outlined strategies, and to flexibly and effectively react to new opportunities
and threats arising, the Company may seek to raise additional capital through equity issues, debt financing,
collaborative arrangements, strategic alliances or from other sources. However, the Company may prove unable
to raise such additional capital on commercially acceptable terms, if at all. If the Company is unable to generate
adequate funds from operations or from additional sources, the business, results of operations and financial
46
condition may be materially and adversely affected. Moreover, the Company's ability to obtain such additional
capital may be significantly affected by the general economic conditions at that particular point in time.
Macroeconomic fluctuations
Serodus is exposed to the economic cycle, since changes in the general economic situation could affect future
demand for the Company’s products.
Changes in interest rates
Serodus may, in the future, require debt financing. In this event the profitability may be adversely affected
during any period of unexpected or rapid increase in interest rates.
Currency rate fluctuations
The Company plans to generate revenues from a range of foreign countries and to purchase goods and services
in foreign currencies. The Company’s base currency is Norwegian Kroner (NOK). Fluctuations in currency rates
towards the NOK can substantially affect the revenues and costs of the Company in the future. As a main rule of
the Company's currency policy, the Company does not hedge its foreign exchange exposure, but at a later stage
the Company may from time to time enter into arrangements such as forward currency contracts in order to
hedge larger single items that affect cash flows.
Development
Serodus is at an early stage of development and depends on the successful further development of its product
candidates, which are subject to uncertainties beyond its control; Serodus may never have any products that
generate substantial revenue.
The cost of clinical trials
Clinical trials are expensive, time- consuming and may be delayed, suspended or terminated at any time.
1.3.
Market risk
The market for Serodus` products is expected to grow. However, should the demand slow this may hamper the
future profitability of the Company. Further, Serodus is a relatively young and small company in a precommercial phase, and there is risk connected to building a sustainable organization capable of adapting to the
changing markets and the growing business of Serodus. Therefore, investing in the Company involves inherent
risks.
1.4.
Other risks
Trade barriers
Trade barriers (monetary and other) could have an adverse effect on the Company’s business, results of
operations and financial condition.
Political Events
Political events could change the business climate and regulation in a way that has a negative impact on the
value of the Company’s operations.
Product liability and insurance
Serodus is exposed to potential product liability claims and insurance against these claims may not be available
to the Company at a reasonable rate in the future.
Serodus is, and will continue to be, subject to the risk of product liability claims alleging that the use of its
products has had adverse effects on patients. Moreover, given the seriousness of the medical conditions for
which the Company’s products will be utilized, any product liability claim could entail substantial compensatory
and punitive damages. The assertion of product liability claims against the Company could result in a substantial
cost to and diversion of efforts by the Company. There can be no assurance that the Company would prevail in
any such litigation or that product liability claim, if made, would not result in a recall of certain of the
Company’s products or a change in the indications for which they may be used.
For information regarding risk factors specific to the Shares, refer to the Share Securities Note, chapter 1.
47
2.
PERSONS RESPONSIBLE FOR THE SHARE REGISTRATION DOCUMENT
The members of the Board of Directors hereby confirm that, after having taken all reasonable care to ensure that
such is the case, the information contained in this Share Registration Document is, to the best of our knowledge,
in accordance with the facts and contains no omissions likely to affect its import.
28 January 2014
The Board of Directors of Serodus ASA
Ingrid Alfheim
Ole Peter Nordby
Theresa Comiskey Olsen
Søren Elmann Ingerslev
Svein S. Jacobsen
Chairman
48
Note Regarding Forward-Looking Statements
This Prospectus includes “forward-looking” statements, including, without limitation, projections and expectations regarding the
Company’s future financial position, business strategy, plans and objectives. All forward-looking statements included in this document are
based on information available to the Company, and views and assessments of the Company, as of the date of this Prospectus. The Company
expressly disclaims any obligation or undertaking to release any updates or revisions of the forward-looking statements contained herein to
reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any
such statement is based, unless such update or revision is prescribed by law. When used in this document, the words “anticipate”,
“believe”, “estimate”, “expect”, “seek to” and similar expressions, are intended to identify forward-looking statements. Such forwardlooking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or
achievements of the Company, to materially differ from any future results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and
future business strategies and the environment in which the Company will operate. Factors that could cause the Company’s actual results,
performance or achievements to materially differ from those in the forward-looking statements include but are not limited to global and
regional economic conditions, the competitive nature of the market in which the Company operates, growth management, changes in
domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, changes in political events, force
majeure events and other factors referred to in this Prospectus.
Important factors that could cause actual results to differ materially from those in the forward-looking statements are included in Chapter 1
in the Share Securities Note and chapter 1 in the Share Registration Document.
3.
STATUATORY AUDITORS
3.1.
Current auditor
The Company`s independent auditor is Ernst & Young AS, with organization number 976 398 387 and with
address Dronning Eufemias Gate 6, 0191 Oslo, Norway.
Ernst & Young is a member of Den Norske Revisorforeningen (the Norwegian Institute of Public Accountants).
Ernst & Young AS has audited the Company’s financial statements for 2011 and 2012.
Ernst & Young AS has not audited, reviewed or produced any other report on any information provided in this
Share Registration Document.
Ernst & Young AS was appointed as auditor in an extraordinary general meeting on 10 December 2010. This
was done as a part of the preparation for stock exchange listing of the Company.
49
4.
SELECTED FINANCIAL INFORMATION
The following table presents selected financial information for the Company for the years 2011 through 2013.
The financial figures have been retrieved from audited financial statements from 2011 and 2012 and unaudited
interim reports for Q4 2012 and Q4 2013.
Serodus ASA
(NOK 1000)
Profit and loss summary
Total revenues
Profit/loss from operations
Result before tax
Result after tax
IFRS
Unaudited
Q4 2013
22
-3 516
-3 421
-3 421
Balance sheet summary
Total intangible assets
Total tangible assets
Total financial assets
Total receivables
Cash and cash equivalents
Total assets
Total equity
Total non-current liabilities
Total current liabilities
Total equity and liabilities
IFRS
Unaudited
31.12.2013
3 423
1 878
6 144
11 444
7 603
516
3 325
11 444
IFRS
Audited
2012
1 193
10 885
12 078
5 236
6 842
12 078
IFRS
Audited
2011
328
1 032
1 360
-4 948
6 308
1 360
13 998 842
0,00
81 988 417
0,00
27 736 750
0,00
Other
Number of shares
Dividends
IFRS
Unaudited
Q4 2012
52
-1 370
47
47
IFRS
IFRS
Unaudited
Unaudited
Q1-Q4 2013 Q1-Q4 2012
59
52
-10 817
-3 592
-10 831
-2 185
-10 831
-2 185
IFRS
Audited
2012
52
-3 592
-2 184
-2 184
IFRS
Audited
2011
52
-9 161
-9 148
-9 148
50
5.
INFORMATION ABOUT THE ISSUER
5.1.
History and Development of the Company
5.1.1. General
Serodus ASA (Serodus) is a Norwegian public limited liability company organized under the Norwegian Public
Limited Liabilities Companies Act, with organization number 992 249 897. Serodus was incorporated on 29
January 2008.
The Company’s registered business address is Gaustadalleén 21, 0349 Oslo, Norway and its telephone number is
+47 22 95 81 91. The Company’s website is www.serodus.com.
5.1.2. Events in the development of the issuer’s business
The table below highlights the most important historical developments from 2008 to the date of this prospectus.
Time
Historical milestone
2008
Serodus was incorporated as a demerger from Bio-Medisinsk Innovasjon AS (BMI).
Serodus decided to pursue two alternative tracks for development of a heart failure drug:

continued clinical development of GlaxoSmithKline’s (GSK) drug candidate piboserod and

pursue development of its own early-phase drug candidate SER120.
Serodus decided to terminate the piboserod development and focus on the development of its own preclinical candidate.
The main product focus of Serodus at year-end 2008 was: SER120.
2009
Serodus acquired all remaining IPR related to 5-HT4 receptor antagonists and heart failure held by the
inventors and their technology transfer organization Medinnova.
Serodus decided to initiate negotiations with Roche for a possible license to their 5-HT4 receptor
antagonist RO1160367 (SER 110).
The main product focus of Serodus at year-end 2009 was: SER120
2010
Serodus decided to extend into a broader portfolio in the cardiovascular area.
Serodus and Zealand Pharma A/S (Zealand Pharma) signed a patent transfer agreement transferring all
assets related to Zealand Pharma’s drug candidate ZP120 to Serodus (SER100), enabling Serodus to
move the Isolated Systolic Hypertension (ISH) program directly into clinical phase II.
Serodus signed a license agreement with F. Hoffmann- La Roche (Roche) for their selective 5-HT4
receptor antagonist RO1160367 (SER110) enabling Serodus to move its heart failure program directly
into clinical phase II.
The main product focus of Serodus at year-end 2010 was: SER100, SER110 and SER120
2011
The company’s ambitions to list its shares on Oslo Axess were postponed due to a very difficult
financial market.
2012
In the fourth quarter of 2012, after reshaping the company’s strategy towards a focus on Isolated
Systolic Hypertension, the company succeeding in raising sufficient financing for its clinical phase IIa of
SER100.
51
The main product focus of Serodus at year-end 2012 was SER100.
2013
The agreement with Roche on RO1160367 (SER 110) was terminated due to the changed strategic focus
away from heart failure. Early 2013 Serodus was focusing on SER100.
Serodus was listed on Oslo Axess on 9 April 2013 and acquired Phlogo ApS as of 8 July 2013.
Phlogo focused on development of drug candidates for the treatment of diseases where inflammation
plays an important role. Serodus acquired the drug candidate Ph8 (now named SER130) intended for
treatment of the inflammatory response to Acute Myocardial Infarction
With the acquisition of Phlogo Serodus also acquired Ph51 (now named SER140) another antiinflammatory drug candidate intended for treatment of Type 2 Diabetes. This compound will remain in
the Serodus 100% owned affiliate Phlogo.
On the 6 December 2013, Serodus completed a Private Placement securing NOK 30 million in gross
proceeds.
Serodus has also signed an license agreement with Evolva Holding SA, a Swiss company for the drug
candidate EV-077 intended for treatment of Diabetic Nephropathy with albuminuria.
5.2.
Investments
5.2.1. Principal investments
According to the Company’s IFRS reporting routines, no pre-clinical and clinical activities in the years from
2011 until the date of this Prospectus have been classified as investments. All costs related to Serodus’ products
have been classified as R&D expenses. For an overview of the Company’s R&D expenses in these years, please
refer to section 11.
The acquisition of Phlogo ApS was approved and completed by the extraordinary shareholders meeting held 8
July 2013. From the time of completion of the transaction, Serodus ASA owned 100 % of Phlogo and therefore
consolidated its figures from the date of which control was transferred to Serodus ASA. The acquisition of assets
and liabilities in Phlogo ApS were measured at fair value as of the date of the acquisition and were carried out
through a total consideration of NOK 5.4 million, through an issue of 2,000,000 shares at a price of NOK 2.57
per share, each with a nominal value of NOK 1.30.
Consideration in connection with the acquisition of Phlogo ApS
Cash
2.796
Patents
2.344
Deferred tax liability
-586
Net fair value of assets and liabilities
4.554
Consideration issued
5.140
Goodwill
586
For additional details on Phlogo ApS and its product portfolio, please refer to section 6.1 and 7.
52
5.2.2. Investments in progress
There are no significant investments in progress that would classify as investments under the IFRS reporting
routines of the Company, however the Company’s clinical studies that are planned or in progress are as follows:

SER 100 is in clinical development and a phase IIa Proof-of-Concept clinical study is ongoing.

SER150 is being prepared for a Phase II – Proof-of-Concept study.

SER130 is in the preclinical development phase and will soon enter the first pre-clinical toxicological
studies.

SER140 will be tested in a series of experimental pharmacological diabetes models.

SER120 has by purpose been put on hold because it is in the very early pre-clinical phase.
For details on the budgeted capital requirements for the Company’s current projects please refer to section 3.4 in
the Share Securities Note.
Costs associated with the development of the Company’s products are ordinary research and development costs,
expensed as they are incurred.
5.2.3. Investment plan
There are currently no additional investments planned.
53
6.
BUSINESS OVERVIEW
6.1.
Principal activities and markets
Serodus is a Norwegian research and development company dedicated to the development of products for the
treatment of patients with cardiovascular diseases. The Company was founded based on a discovery of a new
disease target in heart failure from the University of Oslo. Today, after acquiring Phlogo and with the aim of inlicensing EV-077 (now named SER150), the product pipeline focuses on the following five diseases:

Isolated Systolic Hypertension (ISH) - reducing the systolic blood pressure in therapy resistant
patients (SER100)

Acute Myocardial Infarction (AMI) – reducing the scar area after coronary occlusion and reduce
reperfusion damage after percutaneous intervention (Balloon dilatation-PCI) and stent (SER130)

Diabetic Nephropathy – reducing amount of 24-hour urinary loss of albumin and preserve kidney
function in angiotensin converting enzyme (ACE) inhibitor treated diabetics (EV-077 to be named
SER150)

Atrial Fibrillation (AF) during intra-thoracical surgery - normalization of heart rhythm (SER120)

Type 2 Diabetes – reduce the need for insulin or other anti-diabetic treatment (SER140)
SER 100 is in clinical development and a phase IIa Proof-of-Concept clinical study is ongoing. EV-077 (now
named SER150) is being prepared for a Phase II study – Proof-of-Concept study. SER130 is in the preclinical
development phase and has entered the first pre-clinical toxicological study. SER140 will be tested in a series of
experimental pharmacological diabetes models. SER120 has by purpose been put on hold because it is in the
very early pre-clinical phase. All drug candidates are covered by extensive intellectual property (patents and
patent applications) held by the Company, by Evolva (SER150 and related compounds) or Copenhagen
University (SER130). The order of priority of Serodus is the product SER100 followed by SER150, SER130,
SER140 and SER120. The Company does not expect any major development activities with SER120 within the
next twelve-month period.
Serodus is currently dependent on a limited number of outside suppliers, including clinical research
organizations and contract manufacturing organizations. Serodus is not dependent on any material assets
necessary for the production not owned by Serodus, with exception of the assets owned by its suppliers. Key
suppliers are currently Smerud Medical Research International AS (performing the clinical study on SER100)
and Aptuit (Glasgow) Ltd (providing drug substance and drug product on SER100). Furthermore, Bachem AG,
Switzerland has been chosen as supplier of SER130. Other suppliers will be recruited for SER150 and SER140.
The selection and follow-up of suppliers are conducted according to established internal routines.
The main value proposition of Serodus’ business model is to:
 utilize its expertise and proprietary know-how to optimize and develop its patent protected compounds
from their present states to establish clinical Proof-of-Concept for each of the compounds.

continue to use its research and clinical experience to identify products covering significant unmet
clinical needs and commercial potential within the cardiovascular area.

continue to extend its product portfolio by in-licensing selected drug candidates meeting the above
criteria.
Revenue generation
The product pipeline addresses significant markets with substantial unmet clinical needs, and potential revenue
from partnering agreements is estimated to be significant.
54
Serodus will pursue partnering agreements with large pharmaceutical companies upon having established
positive clinical Phase II outcomes for its products - or alternatively partner at an earlier stage if such
collaborations and licensing arrangements would advance the development of the drug candidates.
Licensing deals with large pharmaceutical companies often take place on the basis of the results from clinical
Phase II. Hence, design of the clinical phase II studies will be essential to support a successful licensing strategy,
and Serodus will take this into consideration when entering into the first clinical trial studies for its candidates.
The first drug candidate to complete the clinical Proof-of-Concept phase II study will be SER100.
Upon partnering, Serodus will target up-front payment and milestone payments based on the further
development of the products. Once the compounds have been marketed, Serodus expects to receive sales-based
royalties and possibly sales-based milestones. Serodus aims to secure a fast progress of its products at an
affordable cost using external providers.
Serodus wishes to emphasize the fact that as of the date of this Prospectus it is a company with two products
(SER100 and SER150) in Phase IIa, Proof-of-Concept clinical phase. The success of the Company is therefore
highly dependent on a positive outcome of the clinical testing and being able to secure a sufficient licensing
and/or partnering agreement in the future. The Company’s other products, SER130, SER140 and SER 120 will
contribute to the company’s long-term development. A successful development of either one of the Company’s
products is expected to have a material positive effect on the Company’s results and cash flow, which in turn
should be reflected in the future valuation of Serodus.
The Drug development process
The drug discovery and development process is designed to ensure that only those pharmaceutical products that
are both safe and effective are brought to the market. This is traditionally a long and expensive process that
requires extensive resources.
Before a new drug is marketed, it must undergo extensive testing and be approved by regulatory agencies in the
countries where it will be marketed. The traditionally drug development process can be divided into the
following stages:
Drug development process and Serodus’ pipeline
The R&D phase is normally a long process where novel principles and a vast selection of compounds are
studied and tested. A large number of chemical compounds are usually studied for each candidate that reaches
the clinical phases. First patent application filing normally takes place during this phase.
55
The pre-clinical phase comprises studies on animals to evaluate acute and short term toxicity and often assesses
how the drug is absorbed, distributed, metabolized and excreted in animals. The purpose is to determine if the
drug is safe for human testing.
The clinical studies represent the human trial phases, starting on a small scale to assess safety and tolerability
and then expanding to test both safety and efficacy in larger patient populations. The clinical studies normally
comprise the following phases:
The clinical phase I – perform initial human testing in small group of healthy volunteers or patients
The drug candidate is tested in humans for the first time. The studies are usually conducted with about 20-50
subjects. The main goal is to discover if the drug is safe in humans. Researchers look at how the drug is
absorbed, how it is metabolized and eliminated from the body, and what dose levels can be given safely before
significant side effects occur. These closely monitored trials are designed to help researches determine what the
safe dosing range is and if it should move on to further development.
The clinical phase II - trials in small and larger groups of patients to show safety and dose efficacy
relationship
The studies are typically conducted in a controlled population ranging up to a few hundred patients with the
target disease or condition. The researchers are looking for the drug candidate`s effectiveness and examine the
possible short-term side effects and risk associated with the drug. Researchers are looking to answer questions
like – is the drug working by the expected mechanism? Does it improve the condition in question? They also
analyze optimal dose strength and schedules for using the drug. If the drug continues to show promise, they
prepare for the much larger phase III trials.
The clinical phase III – test in larger group of patients to show safety and efficacy
During this phase, extensive trials are executed and the researchers study the drug candidate in a larger number
of patients. Normally, 1,000 - 5,000 patients are involved, in order to generate statistically significant data about
safety, efficacy and the overall benefit-risk relationship for the drug. Clinical phase III is key in determining
whether the drug is safe and effective. It also provides the basis for labeling instructions to ensure proper use of
the drug. During phase III researchers are also conducting many other critical studies including plans for full
scale production and preparation for governmental approval.
Clinical phase III studies in cardiovascular diseases are generally highly complex endeavors, and Serodus’
current judgment is that partnering with larger pharmaceutical companies after clinical Phase II is the right
strategy forward.
Serodus product pipeline
Serodus possesses internally developed compounds as well as in-licensed compounds. The present product
pipeline consists of the following drug candidates:
Product
candidate
Indication
Status
Number of patients
SER100
Isolated Systolic
Hypertension
Proof-of-concept. First patient
dosed 4Q 2013
Approx. 20 mill. in US and Europe
SER150
Diabetic nephropathy
Proof-of-concept. First patient
dose H2, 2014
Approx. 200 mill. worldwide
SER130
Acute Myocardial
Infarction
Preclinical phase with Safety
and Toxicology studies
initiated
Approx. 7 mill. in US and Europe
SER140
Type 2 Diabetes
Preclinical phase
Global Prevalence Approx. 285
56
mill. (GBI Research 2013)
SER120
Post-surgical atrial
fibrillation
Preclinical phase
Approx. 0.5 mill. procedures
annually in US and Europe
The Company will develop the compounds through outsourcing of the non-clinical and clinical development
work to pre-clinical and Clinical Research Organizations (CRO) and Contract Manufacturing Organizations
(CMO). For details on this development and outsourcing strategy, please refer to the sections “the drug candidate
SER100”, “the drug candidate SER150”, “the drug candidate SER130”, “the drug candidate SER140” and “the
drug candidate SER120” and the section “Development strategy” in each of these respective chapters below.
57
SER100 - Isolated Systolic Hypertension (ISH)
Cardiovascular diseases continue to remain the leading cause of global mortality, accounting for 17 million
deaths per annum1. An estimated 30 million people get afflicted from cardiovascular diseases each year. United
States represents the largest market in the worldwide cardiovascular disease market, estimated at USD 2.9 billion
in 2007. Europe represents the second largest market, followed by Japan 2.
The disease
Hypertension is a chronic condition in which blood pressure in the arteries are elevated. The heart has to work
harder to maintain sufficient blood flow to organs. Blood pressure is measured as two pressures, the systolic and
the diastolic depending on whether the heart is contracting (systole) or relaxing (diastole). Three subpopulations
are described; elevated diastolic and systolic pressure, only elevated diastolic and normal systolic blood pressure
and isolated elevated systolic blood pressure (ISH).
The definition of ISH is a systolic blood pressure above 140 mmHg and a diastolic blood pressure below 90
mmHg. ISH is characterized by a loss of elasticity and the development of stiffness in the aorta and the major
arteries3.
The pattern of blood-pressure elevation changes with age. Before reaching 50 years of age, most people with
hypertension have elevated diastolic pressure (diastolic – the pressure measured when the heart is relaxed). After
the age of 50 years, as systolic pressure continues to rise and diastolic pressure tends to fall, ISH predominates 3.
ISH is the most common form of hypertension in people older than 50 years as demonstrated in the figure below.
The condition has no subjective symptoms and it is often diagnosed when health professionals examine the
patient for other reasons. It is estimated that only approximately 50 % of the patients are diagnosed3.
ISH can lead to serious health problems such as stroke, heart disease, chronic kidney disease and dementia.
These patients have also a significant higher incidence of
Frequency of untreated hypertension (US)
heart failure than those with only increased diastolic
according to subtype and age
pressure.
The evidence based recommended medicine for treatment
of ISH is the same as for treatment of the combined
diastolic and systolic hypertension, a thiazide and/or an
ACE inhibitor and/or an angiotensin receptor blocker.
These drugs were all developed for reduction of the
diastolic blood pressure. Their mechanism of action is to
inhibit the renin-angiotensin system which is very
important in the day-to-day regulation of blood pressure.
When these drugs, or combinations thereof, reduce the
diastolic pressure, the systolic pressure follows. However, in a substantial number of patients this decrease is not
sufficient to bring the systolic blood pressure below 140 mmHg. Other drugs with different mode of actions such
as calcium channel blockers are used in treatment of diastolic hypertension but have not been found efficacious
enough in ISH.
Lowering the systolic pressure in patients with ISH has demonstrated a significant reduction in stroke, heart
failure, renal failure and myocardial infarction. However, these drugs are all developed or proven to decrease an
elevated diastolic blood pressure. Since patients with ISH are characterized by a normal diastolic blood pressure,
a concern is that treatment may lower the diastolic pressure too much increasing the risk of dizziness, fall
1
WHO disease statistics, Cause-Specific Mortality 2008
G. Stephens, 13th Annual Supply Chain East, May 2011
3
Chobamian AV: N Engl J M, 2007:357:789 (source of above figure)
2
58
accidents, heart attack or stroke. Thus, treatment of ISH is a prophylactic treatment paradigm aiming at
normalizing the increased systolic blood pressure without interfering with the diastolic blood pressure preventing
stroke, renal failure and heart diseases.
ISH is a difficult condition to treat and despite aggressive treatment with current antihypertensives the treatment
goals are not reached in up to 30 % of the patients4 and these patients are described as therapy resistant. The
medical treatment is continued although not efficacious enough. This patient population is our target and
SER100 will be an add-on drug to the existing treatment schedule.
The drug candidate SER100
SER100 is the code name of Serodus’ drug candidate to be developed for treatment of patients with ISH, in
treatment with one to three other antihypertensives. The product represents a key commercial asset for the
Company, addressing an increasing market potential due to the aging population and increasing awareness of the
risks of systolic hypertension.
Serodus has acquired the patent, all rights and know-how to SER100 from Zealand Pharma A/S (Denmark), and
holds the sole right for the development and commercialization of the product. Serodus has paid a minimal upfront payment to acquire the compound and will pay a certain percentage of future development income as well
as royalties from potential partners and own sales.
SER100 (ZP120) reduces the systolic
pressure (bold circles) and not affecting
the diastolic blood pressure (open
circles) to the same extent.
5
The product has obtained pre-clinical and clinical phase I in healthy volunteers and Phase IIa in patients with
heart failure carried out by Zealand Pharma either in their laboratories or by contract laboratories. The preclinical
testing has demonstrated that SER100 binds to only one specific receptor, the ORL-1 receptor among the
common receptor test battery. No toxicological findings or safety pharmacological findings have been identified.
The current toxicological testing comprise of 4 weeks treatment which allow up to four weeks treatment in
patients. When dosing period shall be longer in the later development program clinical trials shall be preceded by
toxicological studies with longer SER100 exposure. During the previous clinical studies, the possibility of using
SER100 as a treatment for ISH was hypothesized on the basis of data from two of the clinical studies in acute
and chronic heart failure, respectively. Among the patients in the treated groups, who in the two studies were
normotensive before entering the studies, about 50 % had a reduction of systolic blood pressure by more than 10
mmHg with only minor effect on the diastolic pressure. The compound has now entered the clinical phase IIa
Proof-of-Concept study, with the primary goal to demonstrate that the compound reduces the elevated systolic
blood pressure in patients with ISH in treatment with one to three other antihypertensives and still having a
systolic blood pressure above 140 mmHg (therapy resistant). Based on clinical experience the reduction in blood
4
5
Lawes CMM et al. Lancet 2008, 371, 1513-18
Zealand Pharma A/S, Clinical Study Report No. 01-139
59
pressure increases with the baseline pressure through the use of anti-hypertensives. Serodus therefore expects
that in therapy resistant ISH patients, the reduction of systolic blood pressure will be equal or larger than that
observed in the two studies already performed in normotensive heart failure patients.
Development strategy
For the ISH indication, Serodus has initiated a phase IIa study in Finland, Norway and the UK. The study will
also be performed Hungary. The SER100 dose is the maximum tolerable dose subcutaneously, as previously
identified in the Phase I study in healthy volunteers. 50 % of the maximum tolerated doses is given twice daily
for two consecutive days. The study is a randomized, placebo controlled, cross-over design including a cohort of
patients in treatment with one to three antihypertensives and still with a systolic blood pressure above 140
mmHg (therapy resistant). SER100 will thus be an add-on to other antihypertensives. Study design and number
of patients will allow Serodus to obtain clinical Proof-of-Concept. Clinical trials have previously been performed
in both USA and in Europe under an IND and a CTA, respectively.
The Phase IIa study will be followed by a Phase IIb study, a so-called dose-finding study, where different doses
are given in a parallel study design to patients with therapy resistant ISH for a longer period of time and to a
larger number of patients. Larger phase III studies follow after the dose-finding study, as well as studies in
special groups like patients with reduced kidney and liver function and heart failure. The Phase IIb study will be
carried out either by a partner or by Serodus. If Serodus is involved in further pharmacological or toxicological
studies these will be carried out at contract research laboratories and Serodus has the competences to manage
these laboratories.
During the phase II studies, novel patient convenient formulations will be investigated.
Hypertension
Prevalence
More on Isolated Systolic Hypertension (ISH)
ISH is not as well recognized as diastolic hypertension, but represents the most common form of hypertension in
patients above the age of 50 years. The
100%
disease is seen more often in females
78%
80%
65%
than in males and is a major risk factor
60%
leading to stroke, renal failure and
48%
ISH
myocardial infarction. Approximately
31%
40%
ISH
86%
80 % of people above 70 years are
87%
16%
ISH
20%
6%
suffering from ISH. The potential
58%
0%
market segment for this indication is
35-44
45-54
55-64
65-74
18-34
75+
Age
increasing due to the aging
Based on NHANES 19992000 data. Isolated Systolic Hypertension is defined as blood
population3.
pressure 140/90 mmHg.
The lifetime risk of hypertension for individuals of 55 years of age is approximately 90 %. ISH is currently
increasing in prevalence also among young adults and is more common than the combined systolic/diastolic
hypertension. Prevalence data for ISH is only publicly available for the United States, although the World Health
Organization provides estimates of the prevalence of ISH in elderly patients on a global basis, and it is widely
accepted that the prevalence of ISH increases dramatically with age. According to the clinical NHANES III
study, approximately 50 % of the American patient population suffering from hypertension has ISH, whilst 87%
of hypertensive patients over the age of 60 suffer from ISH. 6
From the figure it can be seen that
 55-64 (48% are hypertensive) of which 58% have Isolated Systolic Hypertension
 65- 74 (65 % are hypertensive) of which 87 % have Isolated Systolic Hypertension
 + 75 (78 % are hypertensive) of which 87 % have Isolated Systolic Hypertension
The estimated ISH population of patients aged above 50 in US and Europe combined is 70 000 000.
6
Fields et al. Hypertension 2004:44; 398
60
The number of elderly is rising rapidly. At the beginning of the 21st century, only 4 % of the US population was
older than 65 years of age. By 2040, the comparable figure is estimated to be 21 %. As a consequence, ISH will
be an important issue for the health care system in the years to come, and ISH is believed to be the most
prominent hypertension that remains untreated
61
SER150 Diabetic Nephropathy
The disease
Type 2 diabetes affects a significant proportion of the world’s population and has reached epidemic proportions.
Worldwide, the estimated prevalence of diabetes in 2011 was 366 million and is estimated to grow to 552
million in 2030. Diabetes is associated with significant morbidity and excess mortality and has a major impact
on national healthcare budgets. The spending on diabetic healthcare was USD 465 billion (11% of total world
healthcare expenditure). Approximately 4.6 million deaths per year are estimated to be due to diabetes7.
Type 2 diabetes mellitus (T2D) comprises an array of dysfunctions characterized by hyperglycemia resulting
from the combination of resistance to insulin action, inadequate insulin secretion, and excessive or inappropriate
glucagon secretion.
Since the 1950s, kidney disease has been clearly recognized as a common complication of T2D, with as many as
50% of patients with more than 20 years’ duration having this complication.
Diabetic nephropathy is a major cause of increased morbidity and mortality due to development of chronic
vascular inflammation caused by hyperglycemia, especially the glucose spikes following meals that promote
oxidative stress and subsequently drive inflammatory processes in the vascular bed8, 9. Proteinuria is a marker of
this inflammatory process in the kidney and is an indicator of renal function. The lower the kidney function the
more protein is excreted to the urine. Thus, proteinuria is a predictor of morbidity and mortality. Loss of kidney
function is a progressive condition and if not stopped, it ends with chronic dialysis and in some cases kidney
7
transplantation .
Although the progression of diabetic nephropathy may be delayed by treatment with both an antihypertensive
drug which normalize an elevated blood pressure (preferably with an angiotensin converting enzyme inhibitor)
and a strict control of the plasma glucose concentration, many patients still progress to end-stage renal
disease1011. Important determinants of progression include the absolute amount of proteinuria 12 13 14
The drug candidate SER150
SER150 is the code name of Serodus’ drug candidate to be developed for treatment of patients with diabetic
nephropathy, in treatment with anti-diabetic drugs and an ACE inhibitor (angiotensin converting enzyme
inhibitor). The product represents a key commercial asset for the Company, addressing an increasing diabetic
market potential due to the aging population and change in life style.
Serodus has signed a contract to develop and will have all development and commercial rights and know-how to
SER150 from Evolva Holding SA (Switzerland).
Serodus has paid a reasonable down payment at the time the contract was signed. In addition Serodus will pay a
certain percentage of future development income from potential partners as well as royalties on own sales. The
product has obtained pre-clinical and clinical phase I documentation, and a small multiple dose Phase IIa
documentation data. The preclinical testing has demonstrated that SER150 is binding specifically to the human
thromboxane receptor (as an antagonist) and inhibits thromboxane synthase.
The current toxicological testing comprises 13 weeks treatment which allows up to three month treatment in
patients. In the later development program clinical trials with longer duration shall be preceded by toxicological
7
IDF Diabetes Atlas, 4th ed. 2009
Node K, Inoue T. Postprandial hyperglycemia as an etiological factor in vascular failure. Cardiovasc Diabetol 2009;8:23-32.
9
Ceriello A, Testa R. Antioxidant anti-inflammatory treatment in type 2 diabetes. Diabetes Care 2009 Nov;32 Suppl 2:S232S236.
10
Finne P, Reunanen A, Stenman S, et al. Incidence of end-stage renal disease in patients with type 1 diabetes. JAMA 2005;
294:1782.
11
Rosolowsky ET, Skupien J, Smiles AM, et al. Risk for ESRD in type 1 diabetes remains high despite renoprotection. J Am
Soc Nephrol 2011; 22:545.
12
JAMA. Jun 22 2011;305(24):2532-9
13
Ruggenenti P, Gambara V, Perna A, et al. The nephropathy of non-insulin-dependent diabetes: predictors of outcome
relative to diverse patterns of renal injury. J Am Soc Nephrol 1998; 9:2336.
14
HovindP, Tarnow L, Parving H-P. Remission and Regression of Diabetic Nephorpathy. Current Hypertension
Reports 2004; 6: 377.
8
62
studies with longer SER150 exposure. During the previous clinical studies, the possibility of using SER150 for
treatment of diabetic nephropathy has been hypothesized on the basis of the anti-inflammatory mode of action
and effect of SER150 in the Phase IIa study where exercise induced proteinuria was reduced in diabetic patients
compared to placebo.
The compound will enter the clinical phase IIa Proof-of-Concept study, with the primary goal to demonstrate
that the compound reduces the amount of protein in 24 hour urine in diabetic patients with nephropathy in
treatment with anti-diabetics and an ACE inhibitor. Based on clinical experience, the reduction of protein in
urine will delay progression of loss of renal function in diabetic patients with nephropathy.
During the toxicological testing the liver was identified to be the most sensitive organ after very high doses. No
other significant toxicological findings or safety pharmacological findings have been identified. In the clinical
studies high multiple doses also indicated liver as the most sensitive organ.
Development strategy
For the Diabetic Nephropathy indication, Serodus plans to perform a phase IIa study in Germany. The SER150
dose will be based on the documentation obtained from previous clinical studies performed by Evolva. The dose
is given orally and will be given twice daily for a number of days not yet defined. The study will be a
randomized, placebo controlled, design including diabetic patients in treatment with anti-diabetics and an ACEinhibitor and still with significant amount of proteinuria (therapy resistant).
SER150 will thus be an add-on to ACE inhibitor treatment. Study design and number of patients shall allow
Serodus to obtain clinical Proof-of-Concept. Clinical trials have previously been performed in Europe under a
CTA.
SER150 Phase IIa study will be designed by Serodus after discussions with our clinical advisor. A qualified
Clinical Research Organization (CRO) with experiences in studies in patients with diabetic nephropathy will be
chosen. The CRO will on Serodus’ behalf be responsible for compiling documents, write the documents for the
CTA application to the authority and ethical committee for acceptance to perform the Phase IIa study, the
contract with the clinical centers involved in the study, educating staff involved in the study, monitoring both
screening of patients and execution of the study, including laboratory testing. The CRO will be responsible for
quality control and after the study they will do the statistical analysis and write the full report. Serodus controls
all the documents needed for the CTA and will carefully comment progress reports during the study and
comment on draft report which finally will be Serodus’ responsibility. Serodus has the competences to guide and
manage the contract organization throughout the study.
The Phase IIa study may be followed by a Phase IIb study, a so-called dose-finding study where different doses
are given in a parallel study design to patients with diabetic nephropathy for a longer period of time and to a
larger number of patients. Larger phase III studies follow after the dose-finding as well as studies of SER150 in
special patient groups such as patients with reduced kidney and liver function and patients with heart failure. The
Phase IIb study will be carried out either by a partner or by Serodus dependent on a partnership agreement and
the degree of collaboration between Serodus and the partner. The coming Phase IIa study will be carried out by a
CRO not yet identified. If Serodus is involved in further pharmacological or toxicological studies these will be
carried out at contract research laboratories and Serodus has the competences to manage these laboratories.
63
SER130 - Acute Myocardial Infarction (AMI)
The disease
Acute myocardial infarction (AMI) remains a leading cause of morbidity and mortality worldwide. Myocardial
infarction occurs when myocardial ischemia, caused by a diminished blood supply to the heart, exceeds a critical
threshold. Ischemia at this critical threshold results in irreversible myocardial cell damage or death.
Many post AMI patients develop heart failure and atrial fibrillation as late long term complications. The larger
the infarct the more functional myocardial tissue is lost and the more severe will the heart failure be. Heart
failure is a debilitating condition which compromise quality of life significantly and is costly for the both the
patient and for the society. Approximately 450, 000 people in the United States die from coronary diseases every
year. The survival rate for U.S. patients hospitalized with AMI is approximately 95%. In the European countries
(eg UK) the average incidence of myocardial infarction is 200-600 per 100,000 inhabitants.
The incidence of AMI increases with age. In the future, as demographics shift and the mean age of the
population increases, a larger percentage of patients presenting with AMI will be older than 65 years and the
prevalence will increase.
A patient experiencing an AMI is suffering from severe pain and maybe unstable cardiovascular function.
The diagnosis is verified from an electrocardiographic recording, which may demonstrate characteristic changes.
Blood analysis will reveal a high concentration of a protein, troponin, coming from the damaged myocardial
cells. Troponin is used as biomarker within the hour after an AMI. The goals of therapy in acute AMI are first of
all to introduce pain relief and stabilized heart function. Secondarily to restore normal coronary blood flow.
Restoration of coronary blood flow in an AMI patient can be accomplished mechanically by PCI (Percutaneous
coronary intervention by the use of a so-called balloon dilatation). PCI can successfully restore coronary blood
flow in 90% to 95% of AMI patients. Also inserting of stents with PCI is often used.
The Drug Candidate SER130
Some components of the body’s immune system are not constitutively expressed in the normal heart. Upregulation and production of these components represent a stress response against myocardial injury.
Experimental models of myocardial infarction have demonstrated an up-regulation of these intra-myocardial
components such as tissue necrosis factor alpha (TNF.
Many studies have suggested an imbalance between components that stimulate inflammation and components
that inhibit inflammation in acute myocardial infarction (AMI).
In patients experiencing an AMI significantly increased serum levels of interleukin-4 IL-4 are observed
immediately before and shortly after PCI. It is concluded, that IL-4, a potent anti-inflammatory cytokine detected
during the acute phase of AMI, may be a new and early determinant of post AMI cardial function.
SER130 is a novel synthetic peptide which mimics the action of one of the anti-inflammatory component, the
protein IL-4. SER130 stimulates the IL-4 receptor and thereby demonstrate the same anti-inflammatory effect as
IL-4 itself which has been demonstrated both in vitro and in vivo.
Serodus intends to develop SER130 through pre-clinical safety and toxicology and subsequently, to test SER130
for its cardio-protective potential in a clinical Phase I/IIa study in patients diagnosed with AMI.
A successful clinical Phase I/IIa may be followed by a Phase IIb dose-finding study where different doses are
given in a parallel study design to patients for a longer time period and a larger number of patients.


64
SER140 – Type 2 Diabetes (T2D)
The disease
Diabetes, often referred to as diabetes mellitus, describes a group of metabolic diseases in which the person has
high blood glucose (blood sugar), either because insulin production is inadequate, or because the body's cells do
not respond properly to insulin, or both.
According to WHO (2013):

347 million people worldwide have diabetes

In 2004, an estimated 3.4 million people died from consequences of high fasting blood sugar

More than 80% of diabetes deaths occur in low- and middle-income countries

WHO projects that diabetes will be the 7th leading cause of death in 2030

Healthy diet, regular physical activity, maintaining a normal body weight and avoiding tobacco
use can prevent or delay the onset of type 2 diabetes
The prevalence of diabetes for all age groups worldwide has been estimated to be 2.8% in 2000 and 4.4% in
2030. The total number of people with diabetes is projected to rise from 151 million in 2000 to 439 million in
2030 (see figure below). The urban population in developing countries is projected to double between 2000 and
2030. The most important demographic change to diabetes prevalence across the world appears to be the
increase in the proportion of people >65 years of age. The number of people with diabetes is increasing due to
population growth, aging, urbanization, and increasing prevalence of obesity and physical inactivity.
15
Due to the increased prevalence diabetes is described as a “diabetes epidemic” that will continue to rise. Given
the increasing prevalence of obesity, it is likely that these figures provide an underestimate of future diabetes
prevalence.
There are two main types of diabetes:
1) Type 1 Diabetes where the body does not produce insulin. Some people may refer to this type as
insulin-dependent diabetes, juvenile diabetes, or early-onset diabetes. Type 1 diabetes develops when
the body's own immune system destroys pancreatic beta cells, the only insulin producing cells in the
15
K. Schultz, Novo Nordisk, 2011,
http://www.novonordisk.com/images/investors/investor_presentations/2011/CMD2011/03_The_global_diabetes_care_marke
t_CMD2011.pdf
65
body. Insulin is the dominating hormone that regulates blood glucose. People usually develop Type 1
diabetes before their 40th year, often in early adulthood or teenage years. Approximately 10% of all
diabetes cases are type 1. Patients with Type 1 Diabetes are treated lifelong with insulin.
2) Type 2 Diabetes usually begins as insulin resistance, a disorder in which the cells do not utilize insulin
properly. As the need for insulin rises, the pancreas gradually loses its ability to synthesize insulin.
Approximately 90% of all cases of diabetes worldwide are of this type.
Some people may be able to control their Type 2 Diabetes symptoms by losing weight, following a
healthy diet, doing exercise, and monitoring their blood glucose levels. However, Type 2 Diabetes is
typically a progressive disease and the patient will normally end up with insulin and other antidiabetics.
It is generally acknowledged that inflammatory processes are involved in diabetes by release of proinflammatory components such as TNFα. The components reduce insulin synthesis due to the destruction of
insulin-producing pancreatic cells. The process is developing slowly over years but when symptoms occur they
develop over a relative short period of time.
Type 2 diabetes is caused by combination of several factors i.e. insulin resistance in peripheral organs, pancreatic
βcell dysfunction and a change in the glucose liberation from different organ deposits.
The anti-inflammatory compound, Anakinra (an interleukin-1 receptor antagonist, an antibody) approved for
rheumatoid arthritis, has been tested in patients with T2D and demonstrated lowering of blood glucose,
improved peripheral insulin sensitivity and increase glucose liberation from muscle and liver depots16. This
effect was maintained during the 13 weeks treatment period and the effect sustained 39 weeks after withdrawal
of treatment.
Thus substantial data support the concept that pro-inflammatory processes are involved in the etiology of T2D
and that an IL-1 receptor antagonist could be beneficial in the treatment.
The Drug Candidate SER140
SER140 is a small peptide acting as an antagonist on the IL-1 receptor and was discovered by rational medicinal
chemistry design. Preclinical studies have shown that SER140 has anti-inflammatory potential as it protects
pancreatic islets from IL-1-induced death (apoptosis) and inhibits secretion of TNF
Serodus will study SER140 in relevant animal models for diabetes. Serodus may decide to further develop
SER140 through a preclinical phase followed by a Phase I/IIa study in patients or subsequently out-license the
compound during the coming development period. As diabetes is outside Serodus’ core focus, SER140 will be
developed by the Serodus owned affiliate Phlogo.


16
Larsen et al, 2007. Interleukin-1–Receptor Antagonist in Type 2 Diabetes Mellitus. N Engl J Med 2007;356:1517-26.
66
SER 120 - Atrial Fibrillation (AF) during intra-thoracical surgery
The disease
AF, the commonly occurring cardiac rhythm disturbance in patients with a heart disease, is a potentially lifethreatening condition, which is gradually becoming an expensive medical ailment, placing a significant burden
on hospitals, healthcare providers, patients, and the overall healthcare system17.
In patients undergoing intra-thoracical surgery such as coronary by-pass operation and surgery for lung cancer
AF is a common arrhythmia which is a risk factor for heart failure or clot formation during the surgery or in the
following postoperative days. The patient’s stay in intensive care unit is prolonged. AF occurring acutely during
surgery will often become chronic and is considered to be the precursor to various serious cardiovascular
complications such as stroke.
The risk of AF is about 30 % after arterial bypass or after lung resection surgeries. About 700 000 intrathoracical procedures are performed each year in the Western World18.
Atrial Fibrillation during intra-thoracical surgery19
Atrial fibrillation (AF) is the most common sustained arrhythmia in the Western patient populations, affecting 10
% of persons aged 75 or more. With the increased life expectancy and the improved treatment of patients with
ischemic heart disease leading to longer survival of this patient population, the prevalence of AF is expected to
reach epidemic proportions as the population ages. AF is a disease that is most frequently found in patients with
chronic cardiovascular disease (i.e. hypertensive, congestive, ischemic and valvular disease). It is a serious
disorder associated with an increased risk of stroke (3-5 fold increased risk), morbidity and mortality (1.5-1.9
fold increase). AF is the leading cause of hospitalization for arrhythmia and has serious impact on the quality of
life.
Acute AF is common in patients undergoing cardiac surgery20. Risk of AF following coronary artery by-pass
grafting is 1 in 3. The consequences of postoperative AF are increased hospital length of stay and increased risk
of postoperative stroke.
The drug candidate SER120
Serodus may develop SER120 for prevention of atrial fibrillation in patients undergoing intra-thoracical surgery.
It is a compound which inhibits binding of the circulating hormone, serotonin, to specific receptors in the heart,
the 5-HT4 receptor, well known from the literature to be involved in occurrence of AF 7.
The SER120 treatment of AF during intrathoracical surgery will be an intravenous administration during or up to
48 hours after intra-thoracical surgery. SER120 is expected to block the serotonin stimulation of the atria and
consequently prevent AF21.
Current treatment of acute AF in temporal relation intrathoracical surgery is not always efficacious. Prevention
of AF by initiating treatment before surgery is not used because the drug used have a negative effect on the
hearts pump function (negative inotropic effect). This side effect is not expected with SER120.
Development strategy
For the indication acute AF during or immediately after intra-thoracical surgery, preclinical pharmacological
tests would be complicated and very expensive. Serodus will argue that based on literature, a 5-HT4 receptor
antagonist will be expected to be efficacious in the prevention of acute AF during intrathoracical surgery.
Serodus will do the necessary regulatory pre-clinical studies before entering into Phase I in patients.
17
Foster V et al. Circulation 2001:104:2118-2150
Datamonitor; Stakeholder Insight Atrial Fibrillation, 2009
19
Datamonitor, Pipeline Insight: Antiarrhythmics, April 2006
20
G7 2007 Incidence: 625,000 operations
21
Leftheriotis DI et al. Europace 2005:7(6):560
18
67
6.2.
Exceptional factors
To the Company’s knowledge, information given in 6.1 has not been influenced by exceptional factors, other
than that mentioned above.
6.3.
Patents and material contracts
For an overview of Serodus’ material contracts, please refer to chapter 22. The contracts listed in chapter 22 are
the only contracts as of the date of this registration document the Company deems itself dependent on in carrying
out its future business and profitability, however as is the case for most pharmaceutical companies the
Company’s patents also form a core asset which will prohibit generic competition throughout the lifetime of the
patents. Serodus deems itself dependent on the patents covering SER100, SER150, SER130, SER140 and
SER120. Since Serodus’ intentions are to enter into license agreements with major companies after clinical
phase II, granting licenses under the patent rights is the major subject of such agreements
6.4.
The basis for any statements made by the issuer regarding its competitive position
The Company has not made any statements regarding its competitive position.
68
7.
ORGANIZATIONAL STRUCTURE
The organization structure of Serodus is as follows:
Serodus ASA
Phlogo ApS
(100 %)
Serodus ASA is the parent company of Phlogo ApS. Serodus ASA is an active company with activities within
the product candidates SER100, SER150 and SER 120.
Phlogo ApS is a Danish private limited liability company organized under the laws of Denmark (governed by the
Danish Companies Act) with organization number 31888263. The company was incorporated on 18 December
2008 and acquired by Serodus on 8 July 2013. Phlogo’s registered business address is Sømarksvej 11, 2900
Hellerup, Denmark.
Phlogo ApS is a spin-off from the University of Copenhagen. The company was established by two
internationally well recognized researchers and Eva Steiness and was managed by Eva Steiness until 2012. Eva
Steiness is currently the CEO of Serodus ASA.
Phlogo focused on development of drug candidates for the treatment of diseases where inflammation plays an
important role. Through the acquisition of Phlogo, Serodus also acquired the drug candidate Ph8 (SER130)
intended for treatment of the inflammatory response to Acute Myocardial Infarction and P51 (SER140) - another
anti-inflammatory drug candidate intended for treatment of Type 2 Diabetes.
8.
PROPERTY, PLANTS AND EQUIPMENT
8.1.
Tangible fixed assets (leased properties)
The Company’s registered office is Gaustadalléen 21, 0349 Oslo. The Company has entered into a lease
agreement for these premises expiring on 01.12.2015. The lease agreement can be terminated by both parties on
a three months’ notice.
The Company does not have any other material tangible fixed assets or leased properties. Serodus does not have
any plans to acquire or lease R&D premises in the short-term (all R&D activities will be outsourced to external
providers).
8.2.
Environmental issues
There are currently no known environmental issues that may affect the Company’s utilization of the tangible
fixed assets.
9.
OPERATING AND FINANCIAL REVIEW
The Company’s operating and financial review can be found in the audited annual reports for 2011 (IFRS) and
2012 (IFRS) and the unaudited fourth quarter report for 2013 – all annexed to this Prospectus.
69
10.
CAPITAL RESOURCES
10.1
Narrative description of the Company’s cash flows
The table below lists the Company’s cash flows for the period 2011 through 2013 – all according to IFRS.
Serodus ASA
CASH FLOW STATEMENT
(NOK 1000)
Cash flow from operating activities
Net loss before income tax
Share issue costs booked towards equity
Depreciation and amortisation expenses
Changes in account receivables, accounts payable and other accruals
Net cash flow from operating activities
Cash flow from investment activitites
Investments intangible assets
Cash from investment in subsidiary
Net cash flow from investment activities
Cash flow from financial activitites
Payment from share issues
Net payment from borrowing
Net cash flow from financial activities
Net change in cash and cash equivalents
Cash position at beginning of period
Cash position end of period
IFRS
Unaudited
Q4 2013
IFRS
Unaudited
Q4 2012
IFRS
Unaudited
Q1-Q4 2013
IFRS
Unaudited
Q1-Q4 2012
-3 421
47
-10 831
-592
-2 185
-
763
-2 658
-1 172
-1 126
660
-10 763
-212
-2 397
-840
17
-823
-
IFRS
Audited
2012
IFRS
Audited
2011
-2 185
-217
-2 397
-9 148
1 520
4 565
-3 062
-
-
-840
2 813
1 972
-
-
-
-
10 300
1 950
12 250
4 050
4 050
10 300
1 950
12 250
10 300
1 950
12 250
1 464
1 464
-3 483
9 626
6 144
10 882
3
10 885
-4 741
10 885
6 144
9 853
1 032
10 885
9 853
1 032
10 885
-1 599
2 631
1 032
In 2011, cash flow from operations and investments totaled a negative of NOK 3.0 million. Increased operating
expenses in 2011 represented the greatest effect on the cash flow for 2011. The negative cash flow in 2011 was
mainly financed by loans. Net cash flow from financing activities totaled NOK 1.5 million; yielding total cash
position at year end of NOK 1.0 million, compared to NOK 2.6 million in 2010.
In 2012, cash flow from operations and investments totaled a negative of NOK 2.4 million, compared to a
negative of NOK 3.0 million in 2011. Total operating expenses for 2012 amounted to NOK 3.9 million
compared to NOK 7.7 million in 2011, reflecting reduced operational activity and reduced one-time costs,
thereby reducing the net loss before income. The negative cash flow was mainly financed by issuance of share
capital. Net cash flow from financing activities totaled NOK 12.2 million. The cash position at year end was
equal to NOK 10.9 million, compared to NOK 1.0 million at the beginning of the year.
In Q4 2013, cash flow from operating activities totaled a negative NOK 2.7 million compared to negative NOK
1.1 million in the previous corresponding period. Cash flow from investment activities totaled a negative NOK
0.8 million due to the in licensing of SER150, compared to zero in Q4 2012. There was no cash flow from
financial activities in Q4 2013 compared to NOK 12.3 million in Q4 2012 mainly due to a completed share
issue. The cash position at the end of Q4 2013 was NOK 6.1 million compared to NOK 10.9 million in Q4 2012.
Year to date (Q1 through Q4 2013), cash flow from operating activities totaled a negative of NOK 10.8 million,
compared to a negative NOK 2.4 million for the corresponding period in 2012. Cash flow from investment
activities totaled NOK 1.9 million due to the acquisition of Phlogo ApS and the in licensing of SER150,
compared to zero in 2012. Cash flow from financial activities during Q1-Q4 2013 was NOK 4.0 million as a
result of proceeds from the Company’s IPO in April. The corresponding period in 2012 yielded cash flow from
financing activities of NOK 12.3 million. The cash position at the end of the period in 2013 was NOK 6.2
million compared to NOK 10.9 at the end of Q4 2012.
There have not been any significant changes to the Company’s financial or trading position subsequent to the
end of the fourth quarter 2013, except for the fact that Serodus completed an equity issue of 10,000,000 new
shares at a price of NOK 3.00 per share, which was approved by the extraordinary general meeting on 6 January
2014, increasing the share capital by NOK 13,000,000 and other reserves by NOK 17,000,000, yielding gross
proceeds (increase in cash) to the Company of NOK 30 million.
70
10.2
Restrictions on the use of capital
As of the date of the Share Registration Document, the Company does not have any overdraft facilities or
restrictions on the use of capital, neither exists any collateral on the capital of the Company.
71
11.
RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES
Research and development (R&D)
The main activities since incorporation in 2008 have been related to the development of the Company’s own
drug candidates and the in-licensing of drug candidates. In accordance with the applicable accounting principles
no research and development costs have been capitalized.
R&D expenses as from 2011-2012
NOK million
R&D expenses
2011
2012
Q1-Q4 2013
(unaudited)
3.8
1.3
8.5
SER100
A clinical study in patients with isolated systolic hypertension is ongoing at 5 centers in 3 countries. The first
patient was dosed in the fourth quarter 2013 and the final results to be known during the second quarter 2014.
The R&D expenses listed for 2011 and 2012 have all been related to SER100. In 2013, 7.3 million out of 8.5
million in R&D expenses were related to SER 100.
SER120
No activities will be initiated during 2013. Serodus will strengthen its financials before there will be any
progress in the development. None of the R&D expenses listed above have been related to SER120.
SER150
The data has been transferred to Serodus and preparation for a clinical phase II study in patients with diabetic
nephropathy has been initiated. Screening of contract manufacturing and clinical research organizations is
ongoing, and the goal is to submit the clinical application in the fourth quarter of 2014. None of the R&D
expenses listed above have been related to SER150.
SER130
Non-GMP manufacture of SER130 is completed and the safety and toxicology program for SER130 has just
been initiated. In accordance with the Regulatory Guidelines the first part of the tests will be performed with the
non-GMP material. The plan is to manufacture cGMP drug substance and conduct the remaining GLP
toxicology and safety pharmacology studies during 2014, in order to be ready for clinical phase I/IIa at the
beginning of 2015. Out of 8.5 million in R&D expenses in 2013, 0.4 million were related to SER130.
SER140
Studies in diabetic models are about to be initiated. The goal is to confirm that the effect in diabetic models is
comparable to Anakinra, an antibody approved for the treatment of rheumatoid arthritis. Anakinra is also an IL-1
receptor antagonist that interestingly has shown an effect in T2D patients. If the model studies are successful,
SER140 will gain much more interest from the pharma industry and a licensing arrangement with a player in the
diabetic market will be sought. Out of 8.5 million in R&D expenses in 2013, 0.8 million were related to SER1d0.
Intellectual Property Rights- IPR- Patents and licenses
Serodus will maintain an aggressive patent strategy by filing additional patent applications for composition-ofmatter, use, methods of manufacture, dosage levels and formulations for its entire product portfolio when
applicable. Serodus is dependent on the patents covering SER100, SER130, SER140 and SER150.
Patents related to SER100
Zealand Pharma’s composition-of-matter patent was filed on 16 June 2000 and will expire in 2021 (priority from
Danish application no. DK20000000944). The claims cover a wide range of peptides, including SER100,
pharmaceutical compositions containing them, as well as methods of treating different aspects of cardiovascular
disorders caused by elevated nociceptin levels. Patents are issued in Australia, New Zealand, Japan, Europe, the
72
USA, and Canada. The EPO patent has been validated in all countries, including the extension states. The patent
family, which has been transferred to Serodus in an assignment agreement, is handled by the patent office
Mewburn Ellis. During the course of development Serodus will continuously be looking for other patentable
aspects like new formulations, methods of manufacture etc.
Patents related to SER150
The patent portfolio consists of four patent families each pending and under examination in Australia, Brazil
(only the lead compound), Canada, China, Europe, India, Japan, Mexico and the United States. A few national
applications have already been granted.
Patent Family
New uses of SER150 and its derivatives
Novel SER150 dioxane 2-position analog compounds
Novel SER150 prodrug analog compounds
SER150 lead compound, crystal form and its derivatives
Priority Year
2006
2007
2007
2007
Patents related to SER130
Below is an overview of the granted Patents (US and New Zealand) and pending applications for SER130 where
University of Copenhagen was the applicant.
73
Patents related to SER140
Below is an overview of the pending patent applications for SER140 where University of Copenhagen was the
applicant. Due to the relatively new filing date no countries have granted the patent.
12.
TREND INFORMATION
There have not been any significant trends, uncertainties, demands, commitments or events that are reasonably
likely to have material effect on the Company`s prospects for 2014 since the end of 2013 to the date of this
Prospectus.
13.
PROFIT FORECASTS OR ESTIMATES
The Company makes no profit forecasts or estimates publicly available.
74
14.
MANAGEMENT AND SUPERVISORY BODIES
14.1
Senior management, and supervisory bodies
Below follow details of each person in the administrative, management and the Board of Directors of the
Company.
Senior management
Professor Eva Steiness, CEO Serodus ASA, Gaustadalleèn 21, 0349 Oslo
Professor Eva Steiness is CEO of Serodus and brings extensive knowledge within cardiovascular diseases and
extensive expertise in research strategy and clinical development, market approval and licensing to the
Company. She is the overall responsible for the guidance of Serodus’ research and development programs.
Eva Steiness is an M.D., D.Sci. and tenure Professor of Clinical Pharmacology. She has more than 10 years of
clinical experience in medicine and has been Dean of Medical Faculty at Copenhagen University, Denmark. For
the 89-98 decade, she was responsible for R&D in the pharmaceutical company H. Lundbeck A/S as Executive
Vice President and member of the board of management. She made a turnaround of R&D, brought two
compounds to market, and created a pipeline with compounds both in clinical development and drug discovery.
These accomplishments resulted in a very successful IPO in 1999. In 1998, she founded and managed as Chief
Executive Officer Zealand Pharma A/S. Based on three patent applications, Zealand Pharma brought six
compounds into development, three of which were out-licensed to Sanofi-Aventis and to Wyeth. In 2008, Eva
Steiness founded as CEO newpharma.dk, a consultancy company offering management to biotech companies in
which capacity she has served for Phlogo ApS, Serodus ASA, and Neoloch ApS. She is on the board of
Photocure ASA, Phlogo ApS and Copenhagen Opera Festival. She has also had several positions of trust in the
Danish Ministry of Technology, Research and Innovation, been member of the Danish Medical Research
Council and chairman of Political Research Council advisors to parliament.
Current directorships/partnerships:
Serodus ASA (CEO), Photocure ASA (Board
member), Newpharma.dk (founder and CEO) and
Phlogo ApS (Chairman of the Board) and chairman of
the board Copenhagen Opera Festival.
Previous directorships/partnerships last 5 years:
CEO Zealand Pharma A/S (founder and CEO), PCI
Biotech ASA, Pantheco (now Santaris) (Chaiman of
the board), Genmab A/S (Chairman of the Board),
Biomedisinsk Innovasjon (Board member), Oticon
Foundation (Board member), Serodus AS (Board
member).
Dr. Trygve Gulbrandsen , CSO Serodus ASA, Gaustadalleèn 21, 0349 Oslo
Dr. Trygve Gulbrandsen holds a D. Sc. in chemistry from the University of Oslo. During his 17 years in
Nycomed Imaging (GE Health), Dr. Gulbrandsen held positions as responsible for chemical process
development and technology transfer, Project Manager of Visipaque and Teslascan and later as Vice President of
Licensing. During his stay at Nycomed he completed the Post-Graduate Course of Pharmaceutical Medicine at
the University of Leiden, a 9 week intensive course in preclinical and clinical pharmacology. During his 4 years
at Medinnova Dr. Gulbrandsen gained experience in patenting and public financing of early phase
commercialization of university innovations. Dr. Gulbrandsen was the CEO of BMI during its first year of
operations and project manager for BMI’s clinical study on piboserod in heart failure patients. He was also the
CEO of Serodus through 2008.
Current directorships/partnerships:
Serodus ASA (CSO)
Previous directorships/partnerships last 5 years:
Serodus AS (CEO), Cardiaccs AS (Chairman of the
Board)
75
Rolf Olufsen, CFO Serodus ASA, Gaustadalleèn 21, 0349 Oslo
Mr. Rolf Olufsen is M.Sc in accounting and finance from Bedriftsøkonomisk Institutt. He worked 7 years in
Nycomed Pharma. Reporting, budgeting and follow-up was one of Mr Olufsen`s main tasks during these years.
In addition to work at Nycomed Pharma`s headquarter, he also worked at one of Nycomed Pharma`s subsidiaries
in Australia. Later, Mr Olufsen worked eight years in PwC Consulting where he became partner. During these
years Mr Olufsen focused both on the pharma industry at a European level and on financial reporting across
industries. During the last 10 years, Mr Olufsen has been an independent consultant focusing on reporting, cost
reduction, M&A and project management. Also during these years Mr Olufsen has had many assignments
related to the pharma industry.
Current directorships/partnerships:
Olufsen Consulting (owner/CEO),
(chairman), Tabdust as (chairman)
Previous directorships/partnerships last 5 years:
None
Invenia
AS
Dr. Torben Skarsfeldt, Senior Project Manager, Serodus ASA, Gaustadalleèn 21, 0349 Oslo
Torben Skarsfeldt holds a M.Sc. and a D.Sc. in Neurobiology from the University of Copenhagen. During his 30
years at H. Lundbeck A/S (Copenhagen) he held various positions within Research (Section Leader), Business
Development (Director of Business Opportunities, New York Office) and Project Director (Project
Management). He is co-inventor of an approved antipsychotic compound. In addition, he was elected to the
Lundbeck Supervisory Board for 16 consecutive years.
Since 2009 he has been an independent consultant supporting small and medium US/EU-based biotech
companies with strategies within Project management and Clinical development.
Current directorships/partnerships:
Pharma Guidance ApS (Founder and CEO),
Copenhagen Life Science Advisors (partner), Board
Member (ArrayDiagnostics), Counsel Member
(KLIFO)
Previous directorships/partnerships last 5 years:
None
The Board of Directors of Serodus ASA
Svein S. Jacobsen, Chairman Serodus ASA, Gaustedalleèn 21, 0349 Oslo
Mr. Svein Sigurd Jacobsen holds an M.B.A. and a degree in Business Economics from Norwegian School of
Economics and Business Administration. He serves as the Chairman of PSI Group ASA, Vensafe ASA, VL
Corporate AS, Ericsen&Horgen AS, Cinevation AS and is currently a board member in i.e. Nordea Bank AB.
Mr. Jacobsen served as the Chief Financial Officer and Vice President of Finance of Tomra Systems ASA, since
1984 and Chief Executive Officer and President from 1988 to 1996.
Current directorships/partnerships:
Vensafe asa (board member), Nordea Bank Sweden
(board member), PSI Group asa (chairman), Erichsen
& Horgen as (board member), Heidenreich Holding
(board member), Oxy Solutions (board member), VL
Corporate (board member).
Previous directorships/partnerships last 5 years:
Orkla ASA (board member), Expert ASA (board
member), Tomra Systems ASA (board member),
Infocus USA (Chairman)
Ingrid Alfheim, Board member Serodus ASA, Gaustedalleèn 21, 0349 Oslo
Dr. Ingrid Alfheim holds a M.Sc. from the Technical University of Norway (NTH) and a Ph.D. from the
University of Oslo. Dr. Ingrid Alfheim has held leading positions in R&D management and business
development in the diagnostics industry. She is the CEO of the biomedical early-phase investment company and
76
incubator Bio-Medisinsk Innovasjon AS. She held previously the position as CSO of a biotech start-up company
Euromed AS and was formerly director of R&D in the Scottish Norwegian diagnostic company Axis-Shield .
Current directorships/partnerships:
BioMedisinsk Innovasjon AS, Biotec Pharmacon
ASA, Vaccibody AS, Otivio AS, Solvangen Marina
AS and Serodus ASA
Previous directorships/partnerships last 5 years:
Diagenic ASA, Nextera AS, Sirnasense AS, Cardiaccs
AS, DnaAcos AS
Theresa Comiskey Olsen, Board member Serodus ASA, Gaustedalleèn 21, 0349 Oslo
Theresa Comiskey Olsen has her own law firm, specializing in international contracts in life sciences/biotech.
She was General Counsel and Company Secretary of the Nycomed Group from 1999 to 2007. She has extensive
legal experience in the pharmaceutical industry with special emphasis on negotiating and drafting international
licensing agreements. She holds a J.D. from University of Detroit Mercy School of Law and a B.A. from the
University of Pennsylvania.
Current directorships/partnerships:
PCI Biotech ASA, Calpro AS, FF Bygg og
Vedlikehold AS, Jotunfjell AS, Serodus ASA, Bio
Medisinsk Innovasjon AS, Nordic Nanovector AS
Previous directorships/partnerships last 5 years:
Nattopharma ASA, Camo ASA, Aquabiotechnology
ASA, Calpro Diagnostics Inc., Medsafe ASA, Magnus
Innovasjon AS
Ole Peter Nordby, Board member Serodus ASA, Gaustedalleèn 21, 0349 Oslo
Ole Peter Nordby holds a master in theology from the University of Oslo as well as an MBA from BI Norwegian
Business School. In addition he has studied molecular biology at the University of Oslo in the period 2004-2005
and 2012-2013. Mr. Nordby has served as i.e. analyst in Handelsbanken Capital Markets and as senior portfolio
manager in Sigma Fondsforvaltning AS.
Current directorships/partnerships:
NorgesInvestor Formuesforvaltning, Idia AS, Pre
Diagnostics AS, AS Canio
Previous directorships/partnerships last 5 years:
Sigmafondene Holding, Sigma Partners, AS Canio
Søren Elmann Ingerslev, Board member Serodus ASA, Gaustedalleèn 21, 0349 Oslo
Søren Elmann Ingerslev holds an LL. M. from the Exeter University in the United Kingdom in addition to an
MBA from the Copenhagen Business School. He has specialized within finance and capital markets including
M&A and has served multiple positions, including as i.e. external strategy advisor in the CBS MBA Programme,
financial management at Danske Advokater and as an instructor for the IBC Eurforum. He currently serves as
partner in the M&A/corporate department in Elmann Advokatpartnerselskap (lawyer firm).
Current directorships/partnerships:
Leanvent ApS, Leanvent Holding ApS, Satcom1 ApS,
Elmann Advokatpartnerselskab, Elmann
Komplementar Advokatanpartsselskab, A/S Secure,
Fresh Fitness A/S, E-Auto ApS, SEI Holding ApS,
Just Fitness Holding, Immudex Aps, Elmann 1
Advokatpartnerselskab, Elmann 1 Komplementar
Advokatanpartsselskab, Emperion A/S, Emperion
Ghana A/S, Emperion Holding A/S, Foreningen
77
Bestyrelsesadvokater
Previous directorships/partnerships last 5 years:
Phlogo ApS, JOHAN BRINCKER HOLDING ApS,
HARBOE & MARKER ApS, HARNO INVEST A/S,
RESTAURANT ØSTERBROGADE ApS, BARÉ
EVENT ApS, BRASSERIET HELLERUP ApS,
EUROPEAN MMA ApS, EMPERION UGANDA
A/S, INSCAPE PARTNERS EUROPE A/S,
DISCOVER A/S, WILEY ApS, GENUA A/S,
ØSTERFÆLLED HOLDING ApS,
ØSTERFÆLLEDPARKEN ApS, FURESØ
KIRURGISKE CENTER ApS, SVA HOLDING ApS,
PEACOCK HOLDING A/S, FURESØ
PRIVATHOSPITAL A/S, FRESH FITNESS A/S,
MOLS-LINIEN A/S, RESTAURATIONEN
ESPLANADEN 8 ApS, FURESØ
PRIVATHOSPITAL A/S, E-STATERS A/S,
FURESØ PRIVATHOSPITAL A/S, REI INVEST
A/S, MOLS-LINIEN A/S, COMWIR A/S, OXFORD
GROUP A/S, FDK, FAABORG ApS, FITNESS DK
A/S, FITNESS DK HOLDING A/S, NETWORK
INVESTMENTS ApS
There is no family relationship between any of the persons listed above, neither between the administrative,
management or supervisory bodies.
During the last five years preceding the date of this Prospectus, no member of the Board of Directors or the
management has:

any convictions in relation to indictable offences or convictions in relation to fraudulent offences;

received any official public incrimination and/or sanctions by any statutory or regulatory authorities
(including designated professional bodies) or ever been disqualified by a court from acting as a member
of the administrative, management or supervisory bodies of a company or from acting in the
management or conduct of the affairs of any company; or been declared bankrupt or been associated
with any bankruptcy, receivership or liquidation in his capacity as a founder, director or senior manager
of a company, other than Ingrid Alfheim who was a director when DnaAcos AS was liquidated in
January 2013 and Theresa Comiskey Olsen who was a board member of Medsafe ASA when it was
declared bankrupt in 2010. The reason for these incidents was inability to raise sufficient capital to
continue the respective businesses.
14.2
Conflicts of interest
None of the persons referred to in section 14.1 of the Prospectus have any potential conflicts of interests between
their duties towards the Company and their private interests or other duties.
To the knowledge of the Company, none of the persons referred to in section 14.1 of the Prospectus has been
elected to their position due to an arrangement or understanding with major shareholders, customers, suppliers or
others, except for Søren Elmann Ingerslev who has been appointed board member by Viggo Harboe ApS who is
a major shareholder.
78
15.
REMUNERATION AND BENEFITS
15.1 Remuneration to Board Members and Executive Management in 2013
The amount of remuneration paid to Board Members and Executive Management in 2013 is listed in the table
below (unaudited figures):
Name
Position
Eva Steiness*
CEO
(in the period 2009-)
CSO
(in the period 2009-)
CFO
(in the period 2012-)
Senior Project Manager (in the
period 2013-)
Chairman
(in the period 2012-)
Board member
(in the period 2008-)
Trygve Gulbrandsen
Rolf Olufsen*
Torben Skarsfeldt*
Svein S. Jacobsen
Ingrid Alfheim
Theresa
Olsen
Comiskey
Ole Peter Nordby
Søren
Ingerslev
Elmann
Salary/fee in
2013
(NOK 1,000)
720
Other benefits in
2013
(NOK 1,000)
-
Pension costs in
2013
(NOK 1,000)
-
905
10
55
590
-
-
225
-
-
168
-
-
38
-
-
38
-
-
18
-
-
18
-
-
Board member
(in the period 2010-)
Board member
(in the period 2013-)
Board member
(in the period 2013-)
*The Company hired certain management positions in 2013 (positions as CEO, CFO and Project Manager). For
an overview of these management agreements, please refer to chapter 19.
Other than the above remuneration agreements, there does not exist any other compensation agreements (share
option plans, bonus or profit sharing plans or similar) in the Company or its subsidiary.
The figures above have been extracted from the Group’s consolidated financial accounts for 2013.
15.2 Amounts set aside to provide pensions or similar benefits
In 2013 a total of approximately NOK 65,000 were set aside to provide pension, retirement or similar benefits.
79
16.
BOARD PRACTICES
16.1
Date of expiration of the term of office for the current Board of Directors of the Company
Name
Function
Served since
Term expires
Svein S. Jacobsen
Chairman
04.12.2012
June 2014
Ingrid Alfheim
Board member
29.01.2008
June 2014
Theresa Comiskey Olsen
Board member
10.12.2010
June 2014
Ole Peter Nordby
Board member
08.07.2013
June 2015
Søren Elmann Ingerslev
Board member
08.07.2013
June 2015
Board of Directors
16.2
Service contracts providing benefits upon termination of employment
None of the current members of the administrative, management or supervisory bodies have service contracts
with the Company or its subsidiary that provide them any benefits upon termination of employment.
16.3
Information of audit, remuneration and nomination committee
The Company is not legally required to have an audit committee. The Board of directors of the Company has not
established a separate audit or remuneration committee, but assesses the need for such a committee on an
ongoing basis and will establish such a committee if deemed necessary by the Board.
The Company elected a nomination committee on 4 December 2012, consisting of the following members:
 Arnstein Endresen (chairman)
 Håkon Sæterøy
 Rolf Skår
The nomination committee's tasks are stated in article 8 of the Company's articles of association. The nomination
committee shall give recommendations to the general meeting with regards to the members and composition of
the board of directors. In addition, the committee shall propose the remuneration to the members of the Board of
directors. Committee members are elected by the general meeting for a period of two years.
16.4
Corporate governance
Serodus strongly believes that attention to corporate governance creates shareholder value. It is essential to the
Serodus Board of Directors that all shareholders have full confidence in the Company and thus, Serodus is
committed to maintaining high standards of corporate governance.
At the date of this Prospectus, the Company is in compliance with the Norwegian Code of Practice for Corporate
Governance of 23 October 2012 (hereinafter the "CfCG"), save for the fact that:

One members of Serodus' Board of Directors has received subscription rights in the Company as
remuneration. The reason for this has been to attract experienced board members.
 As a small company, Serodus has not established a separate audit or remuneration committee, but
assesses the need for such committees on an ongoing basis and will establish such committees if
deemed necessary.
The Company will on an annual basis provide statements as to its compliance with the CfCG on a comply-orexplain basis.
80
17.
EMPLOYEES
17.1
Number of employees
Serodus had no employees during 2011. All members of the Company`s senior management were at this time
employed through individual consultancy agreements. As of 01.11.2012, the Company entered into an
employment contract with Trygve Gulbrandsen, CSO of the Company such that the Company had one employee
during 2012.
All other members of management (the CEO, CFO and the Senior Project Manager) are currently employed
through individual consultancy agreements, as further described in chapter 19. The Company has no other
employees.
17.2
Shareholdings and subscription rights
As of the date of this Share Registration Document, the following number of shares and subscription rights are
held by current members of senior management and the Board:
Name
Eva Steiness **)
Trygve Gulbrandsen
Rolf Olufsen
Torben Skarsfeldt
Svein S. Jacobsen
Ingrid Alfheim
Theresa Comiskey Olsen
Ole Peter Nordby
Søren Elmann Ingerslev
Position
Number of shares
held
Subscription
rights*
CEO
CSO
CFO
Senior Project Manager
Chairman
Board member
Board member
Board member
Board member
594,048
27,038
95,000
78,340
7,500
-
45,000
40,000
40,000
100,000
-
All figures in the table have been adjusted to reflect the reverse split (1:10) of shares in Serodus as of 1 March
2013.
*See Section 21.1 for details on the subscription rights.
**Through 100% owned company
17.3 Subscription rights and other incentive programs
As of the date of this Prospectus, the Company has issued a total of 225,000 subscription rights as further
specified in chapter 21.1.
81
18.
MAJOR SHAREHOLDERS
18.1
Shareholders
The following table displays the top 20 shareholders of the Company as of the date of this Prospectus:
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
SERODUS ASA
BJØRNS INVEST AS
VIGGO HARBOE 2006 HOLDING APS*
FUNDS MANAGED BY STOREBRAND ASSET MANAGEMENT AS
HOLBERG NORGE
MP PENSJON
NORTH MURRAY AS
NEWPHARMA.DK APS**
NORSEMETER AS
ROLFS HOLDING AS
INVEN2 AS
NORDEA BANK DANMARK A/S
CAT INVEST 1 AS
ACADIA HOLDING AS
VIOLINA AS
SMERUD MEDICAL RESEARCH INTERNATIO
DATUM AS
DRUG DISCOVERY LABORATORY AS
AASHEIM INVEST AS
DALSETH INVEST AS
MARIN AS
TOTAL TOP 20
OTHERS
TOTAL
2 455 500
2 444 875
1 883 000
1 318 000
1 255 000
1 230 225
757 740
675 000
510 434
501 495
481 533
456 834
367 085
269 834
264 661
233 000
223 762
219 000
219 000
219 000
15 984 978
8 013 864
23 998 842
%
10,2%
10,2%
7,8%
5,5%
5,2%
5,1%
3,2%
2,8%
2,1%
2,1%
2,0%
1,9%
1,5%
1,1%
1,1%
1,0%
0,9%
0,9%
0,9%
0,9%
66,6%
33,4%
100,0%
A person, or entity that alone or together with close associates acquires Shares, options or other rights to acquire
Shares, resulting in a beneficial ownership, directly or indirectly, in the aggregate meeting or exceeding the
respective thresholds of 5 %, 10 %, 15 %, 20 %, 25 %, 1/3, 50 %, 2/3 and 90 % of the share capital or the voting
rights in the Company has an obligation under the Norwegian law to notify Oslo Børs immediately.
To the Company’s knowledge only Bjørns Invest AS, Viggo Harboe Holding 2006 Holding ApS, Funds
Managed by Storebrand Asset Management AS, Holberg Norge, MP Pensjon and North Murray AS control a
shareholding exceeding any of the abovementioned thresholds.
18.2
Voting rights
The Company has one single class of shares. Each share in the Company carries one vote. No major shareholders
in the Company have different voting rights.
18.3
Control of the Company
As of the date of this Prospectus, to the extent known to the Company, the Company is not directly or indirectly
owned or controlled.
82
19.
RELATED PARTY TRANSACTIONS
The related parties of the Company are comprised of members of the board of directors and senior management.
Other related parties are defined by their ability, directly or indirectly, to control the other party or exercise
significant influence over the other party in the decision making process. Furthermore, parties under common
control or common significant influence are defined as related. All transactions between the related parties are
based on the principle of “arm’s length” (estimated market value).
The following table gives an overview of the Company’s related party transactions from January-December
2013 (all figures are unaudited and stated in 1,000 NOK):
Purchased from
Theresa Comiskey Olsen (board
member)
Canio AS (Ole Peter Nordby, board
member)
Norsemeter AS (Håkon Sæterøy,
member of nomination committee)
Description of transaction
NOK
1,000
Legal services
30
General consultation
91
General consultation and participated as consultant in
negotiations with Phlogo and Evolva
595
The figures above have been extracted from the Group’s consolidated financial accounts for 2013.
83
20.
FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND
LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
The historical financial information for the financial years 2011 and 2012 have been prepared and presented in
accordance with International Financial Reporting Standards as adopted by EU (IFRS) The 2011 financial
statements were originally prepared in accordance with Norwegian Generally Accepted Accounting Principles
for large enterprises (NGAAP). Prior to the listing of shares at Oslo Axess in 2013, Serodus changed the
accounting principles from NGAAP to IFRS. The transition to IFRS was implemented with effect from 1
January 2011. The 2012 Financial Statements comprise of audited historical financial information for the
financial years 2011 and 2012 prepared and presented in accordance with IFRS. The complete audited annual
reports have been annexed to this Prospectus. The audit reports for the respective years have also been annexed
as well as the unaudited Q4 report for 2013. In the opinion of the Company, no significant gross changes in its
assets, liabilities or earnings exist that would require pro forma financial information.
The Company`s independent auditor is Ernst & Young AS, with organization number 976 398 387, and with
address Dronning Eufemias Gate 6, 0154 Oslo, Norway. Ernst & Young is a member of Den Norske
Revisorforeningen (the Norwegian Institute of Public Accountants).
The audit reports for the historical financial information were issued without qualifications, with the exception of
the following:
In its auditor report for the 2011 NGAAP accounts of the Company, the Company’s auditor stated the
following (translated from Norwegian):
“Without qualifying our opinion in the paragraph above, we emphasize that the continued operation requires
additional funding of the company. The company states in note13 and in the report from the Board of Directors
that the company will need additional financing. The financial statements are prepared on the going concern
basis and realization of assets and settlements of liabilities in course of normal business. There has been no
provision for losses that may occur if this assumption will not be present.”
Ernst & Young has not audited or reviewed or produced any other report on other information provided in this
Share Registration Document.
20.1
Dividend and shareholder policy
The Company is currently focusing on its plan to complete the clinical studies. These clinical studies are
assumed to be very capital intensive and company`s Board of Directors is not likely to propose any dividend
payments during the short term. The Board of Directors will review its dividend policy having achieved a
positive cash flow from its operations.
The Company has not paid any dividends over the period covered by the historical financial information.
20.2
Legal and arbitration proceedings
The Company and its subsidiary have not been involved in any governmental, legal or arbitration proceedings
(including any such proceedings which are pending or threatened of which the Company or its subsidiary are
aware) during the previous twelve months which may have, or have had in the recent past, significant effects on
the Company’s and/or its subsidiary’s financial position or profitability.
20.3
Significant change in the Company’s financial or trading position
There have not been any significant changes to the Company’s or its subsidiary’s financial or trading position
subsequent to the end of the fourth quarter 2013, except for the fact that Serodus completed an equity issue of
10,000,000 new shares at a price of NOK 3.00 per share, which was approved by the extraordinary general
meeting on 6 January 2014, increasing the share capital by NOK 13,000,000, yielding gross proceeds to the
Company of NOK 30 million. Costs associated with the equity issue were approximately NOK 1.5 million,
yielding net proceeds of NOK 28.5 million.
84
21.
ADDITIONAL INFORMATION
21.1
Share Capital
General
The Company has one single class of shares. Each share in the Company carries one vote.

The share capital of the Company as of 31 December 2013 was NOK 18,198,494.60 divided into
13,998,842 shares, each with a nominal value of NOK 1.30.
All the above shares have been fully paid and issued. The Shares are registered in VPS under the ISIN
NO0010549801.

The share capital of the Company after the Private Placement will be NOK 31.198.494.60 divided into
23,998,842. Shares, each with a nominal value of NOK 1.30.
The shares issued in connection with the Private Placement have been fully paid and issued to a separate ISIN
pending final approval of this Prospectus.

Following completion of the Subsequent Offering, the share capital of the Company will be up to NOK
35,748,494.60 divided into up to 27,498,842 Shares, each with a nominal value of NOK 1.30.
None of the shares to be issued in connection with the Subsequent Offering have been paid nor issued.
The Company’s registrar is Nordea Bank Norge ASA, P.O. Box 1166 Sentrum, NO-0107 Oslo.
There are no shares in the Company or its subsidiary held by, or on behalf of the Company or its subsidiary..
Outstanding authorizations
At a general meeting in Serodus on 8 July 2013 it was resolved to grant the Board of Directors an authorization
to increase the Company`s number of shares by a maximum of 5,900,000. The authorization expires on 8 July
2014.
Subscription rights
The following table summarizes the number of issued subscription rights in the Company including the
subscription price and redemption period:
Issue date Commencement
# subscription
Redemption
Expiry date
date
rights
price
24.02.2011
24.02.2012
15,000
2.00
24.02.2015
Eva Steiness
24.02.2011
24.02.2013
15,000
2.20
24.02.2015
(CEO)*
24.02.2011
24.02.2014
15,000
2.42
24.02.2015
Svein S.
4.00
04.12.2015
Jacobsen
04.12.2012
04.12.2013
100,000
(Chairman)**
27.02.2013
26.02.2014
20,000
2.70
26.02.2016
Rolf Olufsen
(CFO)***
27.02.2013
26.02.2015
20,000
2.70
26.02.2016
Trygve
2.70
27.02.2013
26.02.2014
20,000
26.02.2016
Gulbrandsen
2.70
27.02.2013
26.02.2015
20,000
26.02.2016
(CSO)***
One subscription right yields the right to subscribe for one new Share in the Company, at the stated redemption price within
the commencement date and expiry date. The subscription rights are not transferable.
* Exercise of subscription rights are conditional upon Eva Steiness still being employed by the Company and not being under
notice as of the Commencement date for all of the respective subsription rights. Eva Steiness was originally granted 450,000
subscription rights, however due to the 1:10 reverse split of shares of 1 March 2013, the total number of subscription rights
held by Eva Steiness is currently 45,000.
** Exercise of subscription rights are conditional upon Svein S. Jacobsen being a chairman of the board for minimum one
year (i.e. until at least 04.12.2013)
*** Exercise of subscription rights are conditional upon continued employment in the Company.
85
Other rights to acquire shares
There are no other rights to acquire shares in the Company
History of share capital development
The table below shows the development of share capital and the number of outstanding Shares in the Company
since its incorporation in 2008:
Date
Type of change
Change in share
capital (NOK)
01.01.2008 Serodus is established
12.03.2008 Private placement
2 632 837
15.09.2008 Conversion of debt
304 903
05.02.2009 Capital reduction
-1 259 031
05.02.2009 Private placement
1 416 576
11.12.2010 Private placement
2 052 066
10.12.2010 Share split 1:10
n/a
10.12.2010 Private placement
400 000
24.02.2011 Capital reduction
-1 941 572
15.02.2012 Conversion of debt
357 717
08.11.2012 Private placement
6 695 000
18.02.2013 Conversion of debt
2 990 000
01.03.2013 Reverse split 1:10
n/a
05.04.2013 Initial Public Offering
1 950 000
22.08.2013 Merger with Phlogo ApS
2 600 000
27.01.2014 Private placement
13 000 000
20.02.2014 Subsequent Offering*
4 550 000
*Subject to completion and 100% subscription and allocation.
Par value Consideration Total share capital Number of new Number of shares
(NOK) price (NOK) after change (NOK)
shares
after change
100
3,50
3,50
2,00
2,00
2,00
0,20
0,20
0,13
0,13
0,13
0,13
1,30
1,30
1,30
1,30
1,30
3,77
19,94
n/a
2,00
5,00
n/a
1,00
n/a
0,75
0,20
0,20
n/a
3,00
3,00
3,00
3,00
2 632 837,00
2 937 739,00
1 678 708,00
3 095 284,00
5 147 350,00
5 147 350,00
5 547 350,00
3 605 777,50
3 963 494,21
10 658 494,21
13 648 494,21
13 648 494,60
15 598 494,60
18 198 494,60
31 198 494,60
35 748 494,60
1 000
752 239
87 115
n/a
708 288
1 026 033
23 163 075
2 000 000
n/a
2 751 667
51 500 000
23 000 000
n/a
1 500 000
2 000 000
10 000 000
3 500 000
100 000
852 239
939 354
939 354
1 547 642
2 573 642
25 736 750
27 736 750
27 736 750
30 488 417
81 988 417
104 988 417
10 498 842
11 998 842
13 998 842
23 998 842
27 498 842
Serodus has written down its share capital in two occasions. The first write-down in 2009 was completed to
cover accumulated losses in the Company while the write-down in 2011 was completed as part of the conversion
of Serodus AS to ASA to secure compliance with the requirements of having an opening balance (after
conversion) with an equity capital which at least covers the share capital.
The increase of share capital in connection with the acquisition of Phlogo ApS was paid for with assets,
corresponding to 47% of the share capital issued in Serodus as of 1 January 2011. The total consideration price
for Phlogo was NOK 5.14 million, corresponding to 16% of the share capital in Serodus as of the date of this
Prospectus.
21.2 Memorandum and Articles of Association
Articles of Association
Serodus` Articles of Association are set out in Appendix 1 to this Prospectus. The Articles of Association does
not contain provisions that are stricter than the provisions in the Public Limited Liability Companies Act.
Below is a summary of provisions of the Articles of Association.
Objective of Serodus
The objective of Serodus includes development, production and sales of biomedical and pharmaceutical products
together with other activities in conjunction with these operations, including participation and cooperation with
other companies. Serodus` objective can be found in Article 3 of its Articles of Association.
Registered Office
Serodus` registered office is in the municipality of Oslo, Norway.
Share capital and par value
Serodus` share capital is NOK 31,198,494.60 divided into 23,998,842 Shares, each with a par value of NOK
1.30. The Shares are registered in the Norwegian Registry of Securities.
86
Board of Directors
Serodus` Board of Directors shall consist of a minimum of three and a maximum of seven members.
Submission of documents
Documents which deal with matters that are to be handled by the general meeting are not requires to be sent to
the shareholders, provided such documentation has been made available on the internet site of the Company. A
shareholder may in any case require the submission of documents which deal with matters that are to be handled
at the general meeting.
Restrictions on transfer of shares
The Articles of Association does not provide for any restrictions on the transfer of Shares, or a right of first
refusal for Serodus. Share transfers are not subject to approval by the Board of Directors.
Rights, preferences and restrictions attaching the Company`s existing shares:
There is only one class of shares in the Company and all shares enjoy equal rights.
Under Norwegian law, any proposal to pay dividend must be recommended or accepted by the Board of
Directors and approved by the shareholders at a general meeting. The shareholders may vote to reduce but not to
increase the dividends proposed by the Board of Directors. After approval of the audited financial statement for a
financial period, the general meeting may grant the Board of Directors an authority to distribute dividends based
on the approved audited financial statements.
Dividends in cash or in kind are payable to the extent the Company after the distribution of dividends will have
net assets covering its share capital and other tied-up equity, after deduction of (a) treasury shares and (b) any
credit or security given pursuant to section 8-7 to 8-10 of the Public Limited Liability Companies Act, and
provided always that the Company after such distribution will have a sound equity and liquidity.
The Board of Directors will consider the amount of dividend (if any) to recommend for approval by the general
meeting, on an annual basis, within the legal restrictions on maximum dividend described above and taking into
consideration the financial situation of the Company at the relevant point in time and future plans and capital
needs. Hence, the shareholders do not have an entitlement to share in the Company's profits. All shareholders
that are shareholders at the time of the general meeting making its resolution are entitled to dividend. There is no
time limit under which the individual shareholders entitlement to a declared dividend lapses. The Norwegian
Public Limited Companies Act does not provide for any time limit after which the individual shareholders
entitlement to a declared dividend lapses. Subject to various exceptions, Norwegian law provides a limitation
period of three years from the date on which an obligation is due. There are no dividend restrictions or specific
procedures for non-Norwegian resident shareholders to claim dividends. For a description of withholding tax on
dividends applicable to non-Norwegian residents, see Section 4-10.
Voting rights
In general, decisions that shareholders are entitled to make under Norwegian law or a company’s articles of
association may be made by a simple majority of the votes cast. In the case of elections, the persons who obtain
the most votes cast are elected. However, certain decisions, including, but not limited to, resolutions regarding:

Increase or reduce a company’s share capital

Waive preferential rights in connection with any share issue

Approve a merger or demerger
must receive the approval of at least two-thirds of the aggregate number of votes cast, as well as at least twothirds of the share capital represented at the general meeting.
In general, in order to be entitled to vote, a shareholder must be registered as the owner of shares in the share
register kept by the Norwegian Central Securities Depository, VPS, or, alternatively, report and show evidence
87
of the shareholder’s share acquisition to the Company prior to the general meeting. Under Norwegian law, a
beneficial owner of shares registered in the name of a nominee is generally not able to vote for the beneficial
owner’s shares unless ownership is re-registered in the name of the beneficial owner prior to the relevant general
meeting. Neither is the nominee able to vote for the beneficial owner`s shares.
Amendments to the Company`s articles of association
The affirmative vote of two-thirds of the votes cast at a general meeting as well as at least two-thirds of the share
capital represented at the meeting is required to amend the Company`s articles of association. Certain types of
changes in the rights of the Company`s shareholders require the consent of all shareholders affected thereby as
well as the majority required for amending the articles of association and certain types of changes require the
consent of 90 per cent of the share capital represented at the general meeting affected thereby as well as the
majority required for amending the articles of association.
Rights to share in any surplus in the event of liquidation
Under Norwegian law, the Company may be wound-up by a resolution of the Company's shareholders in a
general meeting passed by the same vote as required with respect to amendments to the articles of association.
The shares rank equally in the event of a return on capital by the Company upon a winding-up or otherwise.
Rights of redemption and repurchase of shares
The Company has not issued redeemable shares (i.e., shares redeemable without the shareholders' consent). The
Company’s share capital may be reduced by reducing the par value of the shares. Such a decision requires the
approval of two-thirds of the votes cast at a general meeting as well as at least two-thirds of the share capital
represented at the meeting. Redemption of individual shares requires the consent of the holders of the shares to
be redeemed.
Minority Rights
Norwegian law contains a number of protections for minority shareholders against abuse of power by the
majority, including but not limited to those described in this and preceding paragraphs. Any shareholder may
petition the courts to have a decision of the Company’s Board of Directors or general meeting declared invalid
on the grounds that it unreasonably favours certain shareholders or third parties to the detriment of other
shareholders or the Company itself. In certain grave circumstances, Shareholders may require the courts to
dissolve the Company as a result of such decisions. Shareholders holding in the aggregate five per cent or more
of the Company’s share capital have a right to demand that the Company holds an extraordinary general meeting
to discuss or resolve specific matters. In addition, any shareholder may demand that the Company places an item
on the agenda for any general meeting if the Company is notified in time for such item to be included in the
notice of the meeting.
Additional issuance and preferential rights
If the Company issues any new shares the Company’s articles of association must be amended, which requires a
two-thirds majority of the votes cast at a general meeting of shareholders as well as at least two-thirds of the
share capital represented at the meeting. In connection with an increase in the Company’s share capital by a
subscription for shares against cash contributions, Norwegian law provides the Company’s shareholders with a
preferential right to subscribe for the new shares on a pro rata basis in accordance with their then current
shareholdings in the Company.
The preferential rights to subscribe to an issue may be waived by a resolution in a general meeting passed by a
two-thirds majority of the votes cast at the general meeting as well as at least two-thirds of the share capital
represented at the meeting.
The general meeting may, with a vote as described above, authorize the Board of Directors to issue new shares.
Such authorization may be effective for a maximum of two years, and the par value of the shares to be issued
may not exceed 50 per cent of the nominal share capital as at the time the authorization is registered. The
preferential right to subscribe for shares may be set aside by the Board of Directors only if the authorization
includes such a right for the Board of Directors.
88
General meetings
Under Norwegian law, the Company’s shareholders are to exercise supreme authority in the Company through
the general meeting.
A shareholder may attend the general meeting either in person or by proxy. The Company includes a proxy form
with the summons to general meetings.
In accordance with Norwegian law, the annual general meeting of the Company is required to be held each year
on or prior to 30 June. The following business must be transacted and decided at the Company’s annual general
meeting:

approval of the annual accounts and annual report, including the distribution of any dividend

election of the Board of Directors

any other business to be transacted at the general meeting by law or in accordance with the Company’s
articles of association
Norwegian law requires that written notice of general meetings are sent to all shareholders whose addresses are
known at least three weeks prior to the date of the meeting, unless the Company’s articles of association stipulate
a longer period. The Company’s articles of association do not include any such provision. The notice must set
forth the time and date of the meeting and specify the agenda of the meeting. It must also name the person
appointed by the Board of Directors to open the meeting.
A shareholder is entitled to have an issue discussed at a general meeting if such Shareholder provides the Board
of Directors a notice of the issue so that it can be included in the summons to the general meeting.
In addition to the Company’s annual general meeting, extraordinary general meetings may be held if deemed
necessary by the Board of Directors. The notice period for extraordinary general meetings are also three weeks.
An extraordinary general meeting must also be convened for the consideration of specific matters at the written
request of the Company’s auditor or shareholders representing a total of at least five per cent of the share capital.
89
22.
MATERIAL CONTRACTS
The following is a description of what the Company deems to be its material contracts as of the date of this
Prospectus. However as is the case for most pharmaceutical companies Serodus’ patents also form a core asset
which will prohibit generic competition throughout the lifetime of the patents. Serodus deems itself dependent
on the patents covering SER100, SER150, SER130, SER140 and SER120. Since Serodus’ intentions are to enter
into license agreements with major companies after clinical phase II, granting licenses under the patent rights is
the major subject of such agreements.
SER100
Patent-transfer agreement with Zealand Pharma
In July 2010 Serodus acquired the patent, all rights and know-how to ZP120 (SER100) from Zealand Pharma
A/S. This agreement provides the Company with the sole right for the development and commercialization of the
SER100 as well as access to all previously generated preclinical and clinical documentation and sufficient API
(active pharmaceutical ingredient) for the first clinical trial. The Company paid an up-front payment of EUR
5,000 and will pay a second installment of EUR 70,000 when the Company receives income related to SER100.
Income will be received when partnership agreement is established as down payment, development milestone
payments and royalty of sales. As further considerations for the rights the Company will split future
development income and royalties from one or more partners with Zealand Pharma in the ratio 50:50. There is a
cap on royalty rates so that they will never exceed a modest percentage of net sales.
The contracts with Smerud Medical Research International AS
On 18 February 2011 Serodus and Smerud entered into a Master Agreement for Clinical Development Services,
defining the frame for future clinical services to Serodus. The parties’ material obligations to each other was not
set by this agreement, but is now defined in a separate “Task Order” agreements for the clinical phase IIa study
with SER100. Smerud is responsible for compiling all documentation for the application to the respective
country authorities where patients will be recruited, for the contact with the involved centers, monitoring quality
of the individual patient progress. Serodus is in close contact with Smerud about all the individual tasks with
respect the clinical study.
Manufacturing contracts
SER100 drug substance is supplied by Polypeptide Laboratoires under a manufacturing contract with Zealand.
Serodus has taken over that manufacturing contract and Polypeptide Laboratories has performed stability testing
of the API to Serodus full satisfaction. On 18 October 2012 Serodus and Aptuit (Glasgow) Ltd entered into a
contract manufacturing agreement for process validation, sterile manufacture, quality control and stability testing
of lyophilized SER100 on glass vials. Aptuit has previously prepared the drug product of SER100 in glass vials
to the quality needed for clinical trials. SER130 drug substance will be manufactured by Bachem AG, and there
is a contract in place for non-GMP material. Serodus in the process of identifying a manufacturer for SER150
drug product.
The contract with Forskningsrådet
On 4 October 2012 Serodus entered into an agreement with the Norwegian Research Council (NRC) for a three
year R&D project related to SER100. Under this agreement the NRC will provide a grant of 35 % of the project
costs up to a total of NOK 5.6 million. The R&D project comprises the clinical phase IIa trial of SER100 and
elucidation of the product’s mechanism of action. The project will be run in collaboration with the University of
Oslo, Queen Mary & Westfield College in London and Semmelweis University in Budapest.
SER150
On 30 December 2013 the Company announced that the licensing agreement for SER 150 had been signed
between the Swiss company, Evolva Holding SA and Serodus.
SER150 is a "first-in-class" compound intended for treatment of diabetic nephropathy. Evolva has carried out
pre-clinical studies and the first clinical studies with SER150. Serodus aims to bring the product further through
clinical development. Serodus has now secured financing of SER150 for the first clinical phase II proof-ofconcept study in patients with diabetic nephropathy. The study is planned to start in the middle of 2014.
90
Main terms in the contract are that Evolva will be entitled to financial payments based on milestone payments
and a single-digit royalty on net sales. None of these financial payments are expected to occur in 2014.
Negotiations with a clinical contract organization and a manufacturing organization are ongoing.
SER130
Phlogo A/S and the University of Copenhagen (CPU) entered a license agreement 31 March 31 2009.
Copenhagen University granted Phlogo an exclusive royalty bearing, global, patent right without limitations for
research, development, manufacture, marketing and distribution of IL-4 derived peptides, including SER130
(former named Ph8). The agreement will continue until expiration of the patents for each country.
Phlogo should not pay down-payments or milestone payments to Copenhagen University unless Phlogo received
payments from a sub-licensee during development.
Phlogo shall pay 5% royalty to Copenhagen University of all net income received by Phlogo. In case one of the
assets defined in the agreement was sub-licensed and Phlogo should receive down-payments or milestone
payments, these payments should be included in the net income calculation. None of these financial payments
are expected to occur in 2014.
In connection with the acquisition of Phlogo by Serodus, Serodus took over all patent rights and also payment
obligations in connection with the above.
Serodus has entered a manufacturing agreement with Bachem AG, Switzerland to produce non-GMP as well as
GMP API (Active Pharmaceutical Ingredient). Furthermore, Serodus has initiated pre-clinical safety and
toxicological testing at Huntingdon Life Science Ltd, UK.
On the 28 January 2014 Serodus was granted NOK 5.9 million from the Norwegian Research Council's BIAprogram. The project focuses on testing of SER130 in experimental pharmacological models, other pre-clinical
testing and in patients with acute heart attack. The pharmacological testing will be in collaboration with the
Univiersitaetsklinikum Essen in Germany. The clinical effect of SER130 on tissue damage after acute heart
attack will be studied in collaboration with the Department of Cardiology and Internal Medicine at Oslo
University Hospital. The total study period is 2014 - 2017.
SER140
Copenhagen University is the original holder of the patent rights to a group of IL-1 receptor antagonists
discovered by Elisabeth Bock and Vladimir Berezin at Copenhagen University. In March 2013 Copenhagen
University asked if the inventors would take over the patent rights. However, this also carried the obligations of
paying substantial patent fees as the patent was about to enter the national phase in various countries. The
inventors were not interested in taking over the financial obligation and offered Phlogo all patent rights to
Ilantide, an IL-1 receptor antagonist (later named SER140), free of charge.
Phlogo agreed that, at request, the inventors should assist the company in the process of acquiring
national/regional patent applications and at request, assist in the defense and prosecution of said patent.
Consequently, there are no further financial obligations coupled to SER140, neither to the inventors nor to
Copenhagen University.
Serodus has not yet entered any contractual agreements on SER140.
SER120
Patent-transfer agreement with Inventors
In 2009, Serodus acquired all intellectual property rights held by the inventors and their technology transfer
organization (TTO) Medinnova (now Inven2 AS). The standard inventor’s agreements with the TTO, providing
91
a future profit sharing between the inventors, their institutions and the TTO were replaced with purchase
agreements where Serodus acquired the rights for shares, thus cancelling the future obligations of profit sharing.
Regarding SER120 there are currently no agreements with contract manufacturers or contract research
organizations.
92
23.
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND
DECLARATIONS OF ANY INTEREST
The Company confirms that when information in this Share Registration Document has been sourced from a
third party it has been accurately reproduced and as far as the Company is aware and is able to ascertain from the
information published by that third party, no facts have been omitted which would render the reproduced
information inaccurate or misleading.
The Company has not relied on the services of experts in the preparation of this Share Registration Document.
93
24.
DOCUMENTS ON DISPLAY
Copies of this Prospectus may be obtained from Serodus and from the Manager.
Copies of the following documents will during the life of this Prospectus be available for inspection at any time
during normal business hours on any business day free of charge at the registered office of the Company:

The memorandum and the current articles of association as of the date of this Prospectus;

All reports, letters, and other documents, historical financial information, valuations and statements
prepared by any expert at the Company’s request any part of which is included or referred to in the
Prospectus;

The historical financial information for the Company and its subsidiary for the financial years 2011
through 2013.
The Company hereby incorporates the following documents by reference into the Prospectus, all available at the
Company's website http://www.serodus.com/investor-r/reports/
Disclosure
requirement
of the
Prospectus
Q4 interim
report 2013
Annual report
of Serodus
ASA 2012
Section in Prospectus
Reference document
Website / reference
Share Registration Document
section 4, 9, 10.1, 11, 20
Unaudited consolidated
financials for Q4 2013
http://www.serodus.com/investorr/reports/
Audited consolidated
financials for the year
ended 31 December
2012 for Serodus ASA
Audited consolidated
financials for the year
ended 31 December
2011 for Serodus ASA
Articles of Association
of Serodus
http://www.serodus.com/investorr/reports/
Audited financials for
the year ended 31
December 2012 for
Phlogo ApS
Audited financials for
the year ended 31
December 2011 for
Phlogo ApS
Subscription form
Appendix 3 in this Prospectus
Share Securities Note section
3.2
Share Registration Document
section 4, 9, 10.1, 11, 20
Annual report
of Serodus
ASA 2011
Share Registration Document
section 4, 9, 10.1, 11, 20
Articles of
Association
Share Securities Note section
1.1, 4.4, .45, 4.7, 6
Annual report
of Phlogo
ApS 2012
Share Registration Document
section 16.2, 21.2, 24
Share Registration Document
section 7
Annual report
of Phlogo
ApS 2011
Share Registration Document
section 7
Subscription
form
Share Securities Note section
4.5, 5.2
http://www.serodus.com/investorr/reports/
Appendix 1 in this Prospectus
Appendix 3 in this Prospectus
Appendix 5 in this Prospectus
Any information included in the documents incorporated by reference but not listed in the cross reference list is
given for information purposes only.
25.
INFORMATION ON HOLDINGS
Reference is made to section 7 for an overview of the Company’s holdings in any undertakings.
94
DEFINITIONS AND GLOSSARY
Term
Definition/Glossary
ACE inhibitor
Angiotensin converting enzyme inhibitor
AF
Atrial Fibrillation
AMI
Acute Myocardial Infarction
BMI
Bio-Medisinsk Innovasjon AS
Board (of Directors)
The board of directors of Serodus ASA
CMO
Contract Manufacturing Organization
Company
Serodus ASA, Gaustadalleén 21, 0349 Oslo
Coronary occlusion
The partial or complete blocking of a coronary artery
CRO
Clinical Research Organization
CTA
Clinical Trial Authorisations
EU
European Union
Dehns
FSAN
One of Europe`s largest firms for patent and trade mark attorneys
Existing shareholders as of 5 December 2013 (as recorded in the VPS on the
Record Date) who were not allocated shares in the Private Placement, and are
not resident in a jurisdiction where such offering would be unlawful, or for
other jurisdictions than Norway, would require any filing, registration or similar
action
The Norwegian Financial Supervisory Authority (No: Finanstilsynet)
GMP
Good Manufacturing Practise
HF
Heart Failure
Hyperglycemia
An excess of sugar in the blood
IFRS
International Financial Reporting Standards
IND
Investigational New Drug
IPR
Intellectual Property Rights
ISH
Isolated Systolic Hypertension
ISIN
International Securities Identification Number
Group
The Company and its subsidiary Phlogo ApS
GSK
NOK
GlaxoSmithKline
The listing of the Serodus shares issued in connection with the Private
Placement
Norne Securities AS (Oslo office), Parkveien 61, P.O. Box 2507 Solli,
0202 Oslo, Norway.
Shares offered in connection with the Private Placement
Up to 3,500,000 shares to be issued by the Company pursuant to the Subsequent
Offering
Norwegian Krone
OSE
Oslo Stock Exchange
PCI
Record Date
Percutaneous coronary intervention
The offer of 10,000,000 new shares in the Company at a price of NOK 3.00 per
share, as completed on the 6 December 2013
10 December 2013
R&D
Research & development
Roche
F. Hoffmann-La Roche Ltd
Shares
Shares in Serodus ASA
Subscriber(s)
Investor subscribing in the Offering
Eligible Shareholder
Listing
Manager
New Share
Offer Shares
Private Placement
95
T2D
The period from an including 29 January 2014 at 08:00 CET to and including
12 February 2014 at 16:30 CET, subject to discretionary extension until 19
February 2014 at 16:30 CET, in which Offer Shares may be applied for.
The subscription price is NOK 3.00 per Offer Share.
The offer of up to 3,500,000 new shares in the Company at a price of NOK 3.00
per share
Type 2 Diabetes
Thiazide
A group of drugs used especially in the treatment of high blood pressure
TTO
Technology Transfer Organization
Zealand Pharma
Zealand Pharma A/S
Subscription Period
Subscription Price
Subsequent Offering
APPENDICES
Appendix 1 – Articles of Association of Serodus
Appendix 2 – Annual accounts 2011 and 2012 for Serodus ASA
Appendix 3 – Annual accounts 2011 and 2012 for Phlogo ApS
Appendix 4 – Unaudited interim accounts Q4 2013 for Serodus ASA
Appendix 5 – Subscription form for shares in the Offering
96
Appendix 1 – Articles of Association of Serodus
VEDTEKTER
FOR
SERODUS ASA (992 249 897)
(Endret i ekstraordinær generalforsamling 6.januar 2014)
§1
Selskapets navn er Serodus ASA. Selskapet er et allmennaksjeselskap.
§2
Selskapets forretningskontor er i Oslo kommune.
§3
Selskapets formål inkluderer utvikling, produksjon og salg av bio-medisinske og
farmasøytiske produkter samt virksomhet tilknyttet dette, herunder deltakelse i og
samarbeid med andre selskaper.
§4
Selskapets aksjekapital er 31 198 494,60 NOK fordelt på 23 998 842 aksjer hver
pålydende NOK 1,30.
§5
Selskapets styre skal bestå av tre til syv medlemmer. Styrets leder velges av
generalforsamlingen. Selskapet tegnes av to styremedlemmer i fellesskap.
§6
Selskapets aksjer skal være registrert i Verdipapirsentralen.
§7
Den ordinære generalforsamlingen skal behandle og treffe beslutninger i følgende saker:
1. Godkjenning av årsregnskap og årsrapport, herunder fordeling av utbytte.
2. Andre saker som i henhold til loven eller vedtektene hører under generalforsamlingen.
Når dokumenter som gjelder saker som skal behandles på generalforsamlinger i
selskapet, er gjort tilgjengelige for aksjeeierne på selskapets internettsider, kan
styret beslutte at dokumentene ikke skal sendes til aksjeeierne. En aksjeeier kan i
så fall kreve å få tilsendt dokumenter som gjelder saker som skal behandles på
generalforsamlingen. Selskapet kan ikke kreve noen form for godtgjøring for å
sende dokumentene til aksjeeierne.
97
§8
Selskapet skal ha en valgkomité.
Valgkomiteen skal bestå av til sammen 3 medlemmer som skal være aksjeeiere eller
representanter for aksjeeiere. Valgkomiteens medlemmer, herunder valgkomiteens leder,
velges av generalforsamlingen for maksimum 2 år av gangen.
Valgkomiteen avgir innstilling til valg av aksjonærvalgte medlemmer til styret og
godtgjørelse til styrets medlemmer.
Godtgjørelse til medlemmene av valgkomiteen fastsettes av generalforsamlingen.
98
Appendix 2 – Annual accounts 2011 and 2012 for Serodus ASA
99
100
101
102
103
104
105
106
107
108
Serodus ASA
2012
Årsregnskap
Resultat per aksje:
Ordinært resultat per aksje
Utvannet resultat per aksje
Totalresultat
Andre inntekter og kostnader
Ordinært resultat etter skatt
Skattekostnad
Resultat før skatt
8
8
7
16
16
(0,06)
(0,06)
(2 184 608)
-
(2 184 608)
-
(2 184 608)
113 347
15 003
128 350
1 407 744
13 406
1 522 688
1 536 094
Finanskostnader
Rentekostnader
Andre finanskostnader
Totale finanskostnader
Netto fra finans
(3 592 352)
1 842
125 474
3 516 636
3 643 952
51 600
2012
Finansinntekter
Renteinntekter
Andre finansielle inntekter
Sum finansinntekter
15
13,16
5
9
9
3,6
4
Note
Driftsresultat
Driftsutgifter
Varekost
Personalkostnader
Avskrivning av immaterielle eiendeler
Nedskriving av immaterielle eiendeler
Andre driftskostnader
Totale driftskostnader
Driftsinntekter
Salgsinntekter
Oppstilling over totalresultat
(0,33)
(0,33)
(9 147 940)
-
(9 147 940)
-
(9 147 940)
165
10 392
10 557
12 577
18 900
4 234
23 134
(9 160 517)
12 816
6 199
101 342
1 418 783
7 672 977
9 212 117
51 600
2011
Serodus ASA 2012
109
7 052 717
10 658 494
3 605 778
-
Aksje
kapital
400 000
(1 941 572)
3 605 778
-
5 147 350
Aksje
kapital
1 000 000
5 147 350
-
4 147 350
Aksje
kapital
5 311 034
11 590 867
6 279 833
-
Overkursfond
6 279 833
1 600 000
-
4 679 833
Overkursfond
1 500 000
4 679 833
-
3 179 833
Overkursfond
4 729
77 729
73 000
-
Annen innsk.
kapital
73 000
-
73 000
Annen innsk.
kapital
73 000
-
73 000
(17 090 981)
(14 906 373)
(2 184 608)
(2 184 608)
Opptjent
resultat
1 941 572
(14 906 373)
(9 147 940)
(9 147 940)
(7 700 006)
Opptjent
resultat
(7 700 006)
(3 293 291)
(3 293 291)
(4 406 715)
4 729
12 363 751
5 236 109
(4 947 763)
(2 184 608)
(2 184 608)
Sum
egenkapital
2 000 000
0
(4 947 762)
2 200 177
(9 147 940)
(9 147 940)
Sum
egenkapital
2 500 000
2 200 177
2 993 468
(3 293 291)
(3 293 291)
Annen innsk. Opptjent
Sum
kapital
egenkapital egenkapital
Den 10.12.10 ble det utstedt 4 000 000 frittstående tegningsretter til tegnere i kapitalforhøyelse
Hver tegningsrett gir rett til utstedelse av én aksje pålydende NOK 0,20.
Tegningsretten utløp 1.2.2013 og er ikke benyttet.
Opsjonsbasert avlønning
Emisjoner
Emisjoner ikke registrert
Kapitalnedsettelse
Egenkapital 31.12.2012
Egenkapital 01.01.2012
- Årsresultat 2012
- Andre inntekter/kostnader
Totalresultat:
2012
Emisjoner
Kapitalnedsettelse
Egenkapital 31.12.2011
- Årsresultat
- Andre inntekter/kostnader
Totalresultat:
Egenkapital 01.01.2011
2011
Emisjoner
Egenkapital per 31.12.2010
- Årsresultat
Totalresultat:
Egenkapital 01.01.2010
2010
Oppstilling over endringer i egenkapital
Serodus ASA 2012
110
Netto endring i kontanter og kontantekvivalenter
Kontanter og kontantekvival. i begynnelsen av perioden
Kontanter og kontantekvival. ved utgangen av perioden
Netto kontantstrøm fra finansieringsaktiviteter
Innbetaling ved utstedelse av aksjer
Innbetaling fra låneopptak
Kontantstrøm fra finansieringsaktiviteter
Netto kontantstrøm fra investeringsaktiviteter
Investering i immaterielle eiendeler
Kontantstrøm fra investeringsaktiviteter
Netto kontantstrøm fra operasjonelle aktiviteter
Ordinært resultat før skattekostnad
Nedskrivning av immaterielle eiendeler
Avskrivning av immaterielle eiendeler
Aksjebasert betaling
Endringer i kundefordringer og kreditorer
Endring i andre tidsavgrensningsposter
Kontantstrøm fra operasjonelle aktiviteter
Kontantstrømoppstilling
11
11
12
5
9
Note
-
2 630 847
1 032 277
(1 598 570)
9 852 648
1 032 277
10 884 925
1 463 750
1 463 750
-
4 200 278
365 217
(3 062 320)
(9 147 940)
1 418 783
101 342
2011
10 300 000
1 950 000
12 250 000
-
(2 184 608)
4 729
(1 145 126)
927 653
(2 397 352)
2012
Serodus ASA 2012
En internt generert immateriell eiendel vedrørende utvikling (eller i utviklingsfasen av et internt
prosjekt) innregnes når, og hvis, følgende forutsetninger er påvist:
Internt genererte immaterielle eiendeler - forskning og utviklingskostnader
Utgifter til forskning regnskapsføres som en kostnad i den periode den påløper.
Kjøpte immaterielle eiendeler
Immaterielle eiendeler ervervet separat balanseføres til kost fratrukket akkumulerte avskrivninger og
akkumulerte tap for verdifall. Avskrivninger foretas lineært over forventet brukstid. Estimert økonomisk
levetid og avskrivningsmetode vurderes ved slutten av hvert år. Virkningen av eventuelle endringer i
estimat blir regnskapsført over forventet levetid.
2.3 Immaterielle eiendeler
Den funksjonelle valutaen til selskapet er NOK. Finansielle eiendeler og gjeld i andre valutaer er
omregnet til valutakurser pr 31.12. Inntekter og kostnader i utenlandsk valuta er omregnet etter
valutakurser på transaksjonstidspunktet. Kursgevinster og kurstap innregnes som henholdsvis som
annen finansinntekt og annen finanskostnad inngår i fastsettelsen av netto resultat.
2.2 Utenlandsk valuta
Serodus ASA er et forsknings- og utviklingsselskap og vil være avhengig av ytterligerekapitaltilførsel
for å gjennomføre sitt planlagte utviklingsprogram og opprettholde dagens kostnadsnivå. Selskapets
opprinnelige plan var å søke notering på Oslo Axess ila 2011, men av ulike grunner ble noteringen
utsatt. Selskapet vil i løpet av 2013 søke notering på Oslo Axess. I den forbindelse vil det
gjennomføres en pre-IPO samt en spredningsemisjon. Selskapet har en ansatt, det resterende
ressursbehov blir ivaretatt ved innleid personale som kan tilpasses aktivitetsnivået i selskapet. De
kliniske studier vil først igangsettes når kapitaltilførselen er på plass. Forpliktelser som følger av
inngåtte lisensavtaler og arbeidet med å sikre selskapet finansiering er betinget av at finansiering
gjennomføres. Selskapet har på balansedagen midler til å ivareta øvrig virksomhet. Det er ikke etter
regnskapsperiodens avslutning inntruffet ytterligere forhold av vesentlig betydning for resultatet og
fortsatt drift forutsetningene anses å være tilstede.
Regnskapet er utarbeidet basert på historisk kost. Selskapet har ingen datterselskaper, og følgelig er
det ikke laget konsolidert regnskapet.
Regnskapet er utarbeidet i samsvar med International Financial Reporting Standards (IFRS) som
vedtatt av Den europeiske union (EU) og i samsvar med tilleggskrav etter den norske regnskapsloven.
2.1 Grunnlag for utarbeidelse
De viktigste regnskapsprinsippene som er benyttet ved utarbeidelsen av årsregnskapet er beskrevet
nedenfor.
Note 2 Sammendrag av vesentlige regnskapsprinsipper
Serodus ASA (selskapet) er et allmennaksjeselskap registrert og hjemmehørende i Norge, med
hovedkontor i Oslo. Serodus er et bio-medisinsk selskap som jobber med utvikling av nye og
innovative medisiner for hjerte- og karsykdommer. Regnskapet ble godkjent av selskapets styre 11.
februar 2013.
Note 1 Generell informasjon
Noter til selskapsregnskapet for Serodus ASA
111
det vil være tekniske gjennomførbart å fullføre eiendelen slik at den vil være tilgjengelig for
bruk eller salg;
selskapet har til hensikt å fullføre den immaterielle eiendelen og bruke eller selge den;
evne til å kunne bruke eller selge eiendelen;
at den immaterielle eiendelen vil generere fremtidige økonomiske fordeler;
at det finnes tilstrekkelige tekniske, finansielle og andre ressurser til å fullføre utviklingen og til
å bruke eller selge eiendelen, og
det vil være mulig å pålitelig måle kostnaden knyttet til utviklingen av den immaterielle
eiendelen.
Offentlige tilskudd, som for eksempel "Skattefunn" blir resultatført på en systematisk måte over de
aktuelle perioder selskapet innregner kostnader som tilskuddet er ment å kompensere for. Tilskudd er
presentert som en del av andre driftskostnader, det vil si nettoført mot tilhørende kostnader. Offentlige
tilskudd relatert til eiendeler blir presentert i balanse ved å trekke tilskuddet fra balanseført verdi av
eiendelen.
2.7 Offentlig tilskudd
Kontanter og kontantekvivalenter består av kontanter, bankinnskudd og andre kortsiktige
likviditetsinvesteringer med opprinnelig løpetid på tre måneder eller mindre.
2.6 Kontanter og kontantekvivalenter
Kortsiktige fordringer balanseføres initielt til virkelig verdi pluss eventuelle transaksjonskostnader.
Fordringer vurderes etterfølgende til amortisert kost ved bruk av effektiv rentemetoden hvis
amortiseringseffekten er vesentlig. Den bokførte verdien reduseres med eventuelle tap ved verdifall.
2.5 Kortsiktige fordringer (omløpsmidler)
Ved en eventuell reversering av verdifallet blir balanseført verdi av eiendelen (eller
kontantgenererende enhet) økte til revidert estimat av gjenvinnbart beløp, men slik at den
øktebalanseførte verdi ikke overstiger den balanseførte verdien som ville vært fastsatt dersom den
ikke hadde blitt nedskrevet tidligere. En reversering av verdifall innregnes umiddelbart i
resultatregnskapet.
Dersom gjenvinnbart beløp for en eiendel (eller kontantgenererende enhet) anslås å være lavere enn
balanseført verdi av eiendelen (eller kontantgenererende enhet) blir verdien nedskrevet til gjenvinnbart
beløp. Tap ved verdifall innregnes umiddelbart i resultatregnskapet.
Gjenvinnbart beløp er det høyeste av virkelig verdi fratrukket salgskostnader og bruksverdi. For å
beregne bruksverdi, estimeres fremtidige kontantstrømmer neddiskontert til nåverdi.
Ved slutten av hver rapporteringsperiode, vurderer selskapet balanseført verdi av varige driftsmidler
og immaterielle eiendeler for å avgjøre om det finnes indikasjoner på tap eller verdifall. Dersom det
foreligger slike indikasjoner, beregnes gjenvinnbart beløp av eiendelen for å fastslå omfanget av
eventuell nedskrivning. Der det ikke er mulig å estimere gjenvinnbart beløp for en enkelt eiendel,
estimerer selskapet gjenvinnbart beløp for den kontantgenererende enhet som eiendelen tilhører.
2.4 Nedskrivning av varige driftsmidler og immaterielle eiendeler
Selskapet vurderer at disse kriteriene ikke er oppfylt før utviklingen har ført til et produkt som har blitt
godkjent av de relevante myndigheter. Det er på denne bakgrunn ikke aktivert noen internt utviklede
immaterielle eiendeler per 31.12.2012.
•
•
•
•
•
•
Betingede forpliktelser blir ikke regnskapsført i årsregnskapet. Vesentlige betingede forpliktelser
opplyses i note med unntak av betingede forpliktelser hvor sannsynligheten for forpliktelsen er lav.
2.12 Betingede forpliktelser
En avsetning regnskapsføres når selskapet har en juridisk eller selvpålagt forpliktelse som følge av
tidligere hendelser, dersom det er sannsynlig at avsetningen må innfris og beløpet kan estimeres.
Avsetningene blir gjennomgått ved hver balansedato og korrigeres for å reflektere oppdatert beste
estimat. Avsetninger måles til nåverdien av forventede utbetalinger for å innfri forpliktelsen. Økningen i
forpliktelsen som følge av endring i tid til forfall føres som finanskostnader.
2.11 Avsetninger
Egenkapitalinstrumenter tildelt av selskapet er gitt med innvinningsbetingelser knyttet til
tjenestetid/tilknytningstid til selskapet, den beregnede kostnaden knyttet til opsjonene periodiseres
derfor over innvinningsperioden for opsjonene. Motposten til kostnadsføringen er økning i
egenkapitalen. Dersom innvinningskriteriet ikke oppfylles reverseres kostnaden mot egenkapitalen.
I de tilfeller det er vurdert at det ikke er mulig å fastsette egenkapitalinstrumentenes virkelig verdi er
egenkapitalinstrumentene verdsatt til egenverdi på tildelingstidspunktet. Det blir foretatt oppdatert
vurdering av egenverdi ved måling for etterfølgende perioder.
Selskapet har en aksjebasert kompensasjonsordning, hvor selskapet mottar tjenester som vederlag
for egenkapitalinstrumenter. Det totale beløp som skal kostnadsføres er fastsatt med referanse til
virkelig verdi av de tildelte opsjonene og tegningsrettighetene.
2.10 Aksjebasert betaling
Utsatt skattefordel og -forpliktelser beregnes på grunnlag av midlertidige forskjeller mellom balanseført
verdi av eiendeler og gjeld i regnskapet og deres skattemessige verdier, samt fremførbare underskudd
på balansedagen. Utsatt skattefordel og -forpliktelse er beregnet basert på skattesatser og
skatteregler som er forventet å foreligge når eiendelene realiseres eller gjelden blir oppgjort, basert på
skattesatser og skatteregler som er vedtatt eller i det alt vesentlige er vedtatt på balansedagen. Utsatt
skattefordel innregnes kun i den grad det er sannsynlig at fremtidig skattbar inntekt vil foreligge, og at
eiendelene kan utnyttes.
Skattekostnad innregnes i resultatet, unntatt i den grad det relaterer seg til poster som er ført i
oppstilling av totalresultat eller direkte i egenkapitalen. I dette tilfellet er skatten også ført i totalresultat
eller direkte i egenkapitalen.
Skattekostnaden for perioden omfatter betalbar skatt og endringer i utsatt skatt.
2.9 Skatter
Selskapet har begrensede inntekter fra salg av varer. Inntekter fra salg av varer innregnes når
selskapet har overført det vesentligste av risiko og fordeler ved varen. I praksis innebærer dette at
inntekter innregnes når varen er levert til kunden.
Selskapet selger noe konsulenttjenester. Tjenestene resultatføres i den perioden tjenesten ytes,
basert på fullføringsgrad for den enkelte transaksjon og målt ved faktisk utført arbeid avden totale
tjenesteleveransen.
2.8 Inntekter
112
Det er ingen nye eller endrede IFRSer eller IFRIC-fortolkninger som er trådt i kraft for 2012årsregnskapet som er vurdert å ha eller forventet å få en vesentlig påvirkning for selskapet.
a) Vedtatte nye og endrede standarder tatt i bruk av selskapet
2.18 Nye og endrede standarder og fortolkninger
Utgifter knyttet til aksjebasert kompensasjon er følsom for forutsetninger brukt i beregningen av
virkelig verdi, men de totale utgiftene knyttet til aksjebasert kompensasjon er liten.
b)Aksjebasert kompensasjon
For å avgjøre hvorvidt en immateriell eiendel må nedskrives, må en beregne bruksverdi av eiendelen
eller den kontantstrømgenererende enheten. Beregning av bruksverdi krever at ledelsen må gjøre
estimater på fremtidige kontantstrømmer, samt fastsette en passende diskonteringsrente for å kunne
beregne nåverdi.
a) Immaterielle eiendeler
Bokføring og måling av immaterielle eiendeler: Anvendelse av kriteriene for når utviklingskostnader
kvalifiserer for innregning som en immateriell eiendel er gjenstand for betydelig skjønn fra ledelsen. .
jmfr note 2.3. Selv om prosjekter har blitt aktivert kan det eksistere usikkerhet om marked og
fremtidige marginutvikling, og følgelig er det vanskelig å vurdere gjenvinnbart beløp i relasjon til
nedskrivingstester.
Fremtidige hendelser kan medføre at estimatene endrer seg. Estimater og de underliggende
forutsetningene vurderes løpende. Endringer i regnskapsmessige estimater regnskapsføres i den
perioden endringene oppstår. Hvis endringene også gjelder fremtidige perioder fordeles effekten over
inneværende og fremtidige perioder. Regnskapsposter påvirket av estimater og forutsetninger er;
Utarbeidelse av regnskaper i samsvar med IFRS krever at ledelsen gjør estimater og forutsetninger
som påvirker beløpene som rapporteres i årsregnskapet og tilhørende noter.
2.17 Bruk av regnskapsestimater og forutsetninger
Kontantstrømoppstillingen er utarbeidet etter den indirekte metoden.
2.16 Kontantstrømoppstilling
Regnskapet endres for å reflektere hendelser etter balansedagen som gir informasjon om forhold som
eksisterte på balansedagen. Regnskapet endres ikke for hendelser etter balansedagen som skyldes
forhold som er oppstått etter balansedagen. Slike hendelser beskrives i note dersom det er vesentlig.
2.15 Hendelser etter balansedagen
Transaksjonskostnader direkte knyttet til en egenkapitaltransaksjon blir regnskapsført direkte mot
egenkapitalen, netto etter fradrag for skatt.
2.14 Kostnad ved egenkapitaltransaksjoner
Selskapet har kun ett driftsegment og rapporterer ikke segmentinformasjon.
2.13 Segmentrapportering
For øvrig er det ingen andre vedtatte IFRS’er eller IFRIC-fortolkninger som ikke er trådt i kraft som
forventes å ha en vesentlig påvirkning på regnskapet.
IFRS 13 ”Fair Value Measurement” definerer hva som menes med virkelig verdi når begrepet benyttes
i IFRS, gir en enhetlig beskrivelse av hvordan virkelig verdi skal bestemmes i IFRS og definerer hvilke
tilleggsopplysninger som skal gis når virkelig verdi benyttes. Standarden utvider ikke omfanget av
regnskapsføring til virkelig verdi men gir veiledning om anvendelsesmetode der bruken allerede er
påkrevd eller tillatt i andre IFRSer. Selskapet benytter virkelig verdi som målekriterium for visse
eiendeler og forpliktelser. Selskapet har ikke vurdert den fulle innvirkning av IFRS 13. Selskapet
planlegger å anvende IFRS 13 for regnskapsåret 2013.
IFRS 9 ”Financial Instruments” regulerer klassifisering, måling og regnskapsføring av finansielle
eiendeler og finansielle forpliktelser. IFRS 9 ble utgitt i november 2009 og oktober 2010, og erstatter
de deler av IAS 39 som omhandler regnskapsføring, klassifisering og måling av finansielle
instrumenter. Etter IFRS 9 skal finansielle eiendeler deles inn i to kategorier basert på målemetode: de
som er målt til virkelig verdi og de som er målt til amortisert kost. Klassifiseringsvurdering gjøres ved
første gangs regnskapsføring. Klassifiseringen vil avhenge av selskapets forretningsmodell for å
håndtere sine finansielle instrumenter og karakteristikkene ved de kontraktsfestede kontantstrømmene
fra instrumentet. For finansielle forpliktelser er kravene i hovedsak lik IAS 39. Hovedendringen, i de
tilfeller hvor man har valgt virkelig verdi for finansielle forpliktelser, er at den delen av en endring i
virkelig verdi som skyldes endring i selskapets egen kredittrisiko føres over utvidet resultat i stedet for i
resultatregnskapet, dersom dette ikke medfører en periodiseringsfeil i resultatmålingen. Selskapet
planlegger å anvende IFRS 9 når standarden trer i kraft og er godkjent av EU. Standarden trer i kraft
for regnskapsperioder som begynner 1. januar 2015.
Selskapet har ikke valgt tidliganvendelse av noen nye eller endrede IFRSer eller IFRIC-fortolkninger.
b) Standarder, endringer og fortolkninger til eksisterende standarder som ikke er trådt i kraft og hvor
selskapet ikke har valgt tidlig anvendelse
113
2012
341 326
341 326
2011
280 000
280 000
Selskapet har basert seg på innkjøpt kompetanse fra Bio-Medisinsk Innovasjon og
newPharma.dk. For 2012 utgjør prosjektets kostnader ca. 30% av fakturert beløp
fra hhv. Bio-Medisinsk Innovasjon og newPharma.dk.
Selskapet har i perioden to løpende SkatteFUNN prosjekter. Innregning omfatter
ikke markedsføringsaktiviteter, og omfatter heller ikke eksperimentell produksjon og
prøving av varer, tjenester eller produksjonsprosesser som kan brukes eller endres
for å brukes til industrielle eller kommersielle formål. Forøvrig gjelder
Forskningsrådets minstekrav til prosjektadministrasjon. Hovedmålene i prosjektene
er hhv. utvikling av medisin for å redusere systolisk blodtrykk og behandling av
pasienter med hjertesvikt.
Om prosjekttilskudd fra Norges Forskningsråd
Offentlige tilskudd som relaterer seg til balanseførte eiendeler blir ført som en
reduksjon av kostpris på eiendelene. I de periodene som er dekket av dette
finansregnskapet har en ikke hatt denne typen aktiveringer.
Offentlige tilskudd er innregnet i resultatet som en kostnadsreduksjon over den
perioden som selskapet periodiserer kostnadene som tilskuddene skal dekke. Se
note 6 for ytterligere informasjon.
Offentlige tilskudd
Totale tilskudd
Note 3 - Offentlige tilskudd
Serodus ASA 2012
Inntekten kommer i sin helhet fra utleie av konsulenttjeneste, og det anses
ikke å foreligge flere segmenter å henføre dette til.
I 2012 hadde selskapet inntekter fra en kunde på til sammen kr 51 600.
Dette utgjorde samtlige av selskapets inntekter.
Note 4 - Segmenter
114
Note 5 - Lønnskostnader og godtgjørelser
Rolle
Styreleder frem til 4. desember 2012
Chief Executive Officer (CEO)
Chief Finance Officer (CFO)
Styreleder
0
Chief Scientific Officer (CSO)
Aksjer og opsjoner til styret er vist i egen tabell nedenfor.
Beskrivelse av ytelse
Konsulenthonorar1)
1)
Konsulenthonorar
Konsulenthonorar1)
Opsjoner kostnadsført i 2012
Konsulenthonorar1)
Konsulenthonorar1)
Lønn
Arbeidsgiveravgift
Andre ytelser
Pensjon
2012
1 585 000
877 382
50 000
4 729
7 480
518 616
112 500
16 022
1 129
4 852
653 119
2011
830 000
453 618
1 936 500
1 936 500
Antall opsjoner
før spleis
-
Opsjoner vurdert til virkelig verdi
Mottaker
Utstedt Des 2012
Svein S. Jacobsen
Antall opsjoner
1)
etter spleis
100 000
Antall opsjoner
1)
etter spleis
15 000
15 000
15 000
Utløp
04.12.2015
Utløp
24.02.2015
24.02.2015
24.02.2015
Virkelig
verdi
1,14
Veid gjennomsn.
utøvelses pris
2,2
4,0
2
4,4
Antall
opsjoner
710 000
100 000
260 000
550 000
Egen
verdi
-
Utøvelses
pris (NOK)
4
Utøvelses
pris (NOK)
2
2,2
2,42
Selskapets øvrige utstedte opsjoner (ikke aksjebasert betaling) er opplyst om i egenkapitalnoten.
Egenverdien av opsjoner tildelt i 2011 er verdsatt basert på emisjonskurs på tildelingstidspunktet. Pr 31. desember 2012 er egenverdien beregnet ved å måle
utøvelsesprisen mot emisjonskurs i november 2012. Virkelig verdi av opsjoner tildelt i 2012 er beregnet ved hjelp av Black-Scholes-modellen. Forventet volatilitet er
basert på volatilitet fra selskaper som kan sammenlignes med Serodus siden selskapets aksjer ikke er børsnotert på tildelingstidspunktet av opsjoner. Informasjon
som brukes i tillegg til informasjonen gitt ovenfor for tildelingene er; Volatilitet 112% og risikofri rente er satt til 4%.
Verdsettelse av aksjeopsjoner aksjeopsjoner:
Endring i løpet av året
Antall utestående opsjoner ved inngangen av året
Tildelt i løpet av året
Bortfalt eller utøvd i løpet av året
Antall utestående opsjoner ved utgangen av året:
Antall opsjoner
1)
før spleis
150 000
150 000
150 000
Opsjoner vurdert til egenverdi
Mottaker
Utstedt Feb 2011
Eva Steines
Utstedt Feb 2011
Eva Steines
Utstedt Feb 2011
Eva Steines
For de 450.000 som ble tildelt Eva Steines i februar 2011 er det for de første 150.000 krav om ett års tilknytningstid til selskapet, for de neste 150.000 krav om to
års tilknytningstid og for de siste 150.000 krav om tre års tilknytningstid. På tildelingstidspunktet ble det som følge av den finansiellesituasjonen i selskapet vurdert at
virkelig verdi av disse opsjonene ikke kunne verdsettes pålitelig. Opsjonene er derfor vurdert til egenverdien på tildelingstidspunktet. For opsjonene tildelt i
desember 2012 er det krav om ett års tjenestetid. Kostnader for opsjonene er periodisert over innvinningsperioden.
Serodus har utstedt aksjeopsjoner til samarbeidspartnere som leverer tjenester til Serodus. Dersom opsjonene blir utøvd, blir de gjort opp i aksjer. Følgende
innvinningsbetingelser gjelder:
Aksjebasert betaling
1)
Godtgjørelse til styret 1)
Det er ikke utbetalt godtgjørelse til styret i løpet av 2012
Sum Trygve Gulbrandsen
1)
Honorarer er fakturert fra nærstående selskaper. Se note 15 for nærmere beskrivelse.
Mottaker
Håkon Sæterøy
Eva Steiness
Rolf Olufsen
Svein S. Jacobsen
Theresa Comiskey Olsen
Trygve Gulbrandsen
Samlede ytelser til styret og ledergruppen
Enkelte personer i ledelsen og styret fikk i årene 2009 - 2012 tildelt aksjeopsjoner som vederlag for deres tjenester. Informasjon om de virkelige verdien av
tjenestene er gitt nedenfor. Endringer i virkelig verdi på aksjeopsjonene har ikke direkte påvirkning på selskapets beslutninger om avlønning. Aksjeopsjoner eiet av
ledelsen fremgår av tabellen nederst i denne noten.
CFO er ikke ansatt i Serodus, og har ikke mottatt lønn fra selskapet. CFO er ansatt i Olufsen Consulting som serodus leier management-tjenester av. (Se note 15).
Godtgjørelse til ledelsen
CEO er ikke er ansatt i Serodus, og har ikke mottatt lønn fra selskapet. CEO er ansatt i newpharma.dk som Serodus leier management-tjenester av. (Se note 15).
Selskapet har etablert men plikter ikke å etablere pensjonsavtale i samsvar med OTP-loven, da det
kun har vært 1 ansatt i november og desember.
Selskapet har en asatt CSO fra november 2012, med følgende lønnskostnader:
Lønn
112 500
Arbeidsgiveravgift
16 022
Andre ytelser
1 129
Pensjon
4 852
Serodus ASA 2012
1,2)
2)
Se note 15 for transaksjoner med nærstående parter.
479 457
1 759 672
105 063
(320 974)
3 516 636
1 384 698
2012
108 721
1 132 523
2 650 202
235 087
(280 000)
7 672 977
3 762 204
2011
172 960
Revisjon
Attestasjoner
Andre tjenester
Total, ekskl. MVA
Godtgjørelse til revisor
Operasjonelle leieavtaler
Selskapet har ingen operasjonelle leieforpliktelser.
2012
150 000
150 000
2011
120 000
170 172
290 172
En vesentlig del av selskapets kostnader relaterer seg til forskning og utvikling. Pr. 31.12.2012 møter
selskapets kostnader til forskning og utvikling ikke kriteriet for balanseføring i henhold til IFRS. Mer utfyllende
informasjon om kriterier for balanseføring er gitt i note 2- regnskapsprinsipper.
1)
Patenter og lisenser
Konsulenter og revisjon 1)
Andre kostnader
Statstilskudd
Sum andre driftskostnader
Forskning og utvikling
Reiseutgifter
Note 6 - Andre driftskostnader
Serodus ASA 2012
115
(11 334 391)
Utsatt skattefordel (28%) (ikke innregnet)
2 339
637 727
-
(28 376)
(49 789)
2 213 953
-
397 259
2011
(9 147 940)
(2 561 423)
(10 725 039)
(38 303 711)
31. des.
2011
(1 418 783)
(36 884 928)
2011
-
På grunn av usikkerhet knyttet til fremtidig utnyttelse av fremførbart underskudd, mener selskapet det ikke er
grunnlag for balanseføring av utsatt skattefordel.
Permanente forskjeller
Ikke innregnet skattemessig underskudd til fremføring
Skattekostnad
Midlertidige forskjeller
Justert for skatteeffekten av følgende poster:
Resultat før skatt
Forventet inntektsskatt (28%)
Avstemming av effektiv skattesats:
2012
(2 184 608)
(611 690)
(40 479 967)
Sum grunnlag for utsatt skattefordel
Midlertidige forskjeller
Fremførbart underskudd
31.des
2012
(1 317 441)
(39 162 526)
2012
-
Spesifikasjon av midlertidige forskjeller og utsatt skatt:
Betalbar skatt
Endring i utsatt skatt
Skattekostnad
4 710 000
4 550 000
(0,06)
(0,33)
(0,33)
27 512 092
37 545 435
(0,06)
2011
(9 147 940)
2012
(2 184 608)
Selskapet har vedtatt gjeldskonvertering på kr 4 600 000 til aksjekapital før årsslutt, men som følge av forsinket
registrering i foretaksregisteret er gjeldskonverteringen ikke bokført per årsslutt. Antall aksjer vil øke med
23 000 000.
Potensiell utvanning fra aksjeopsjoner, er ikke inkludert i beregningen av utvannet resultat per aksje
da de ikke har en utvannende effekt.
1)
Ordinært resultat per aksje
Utvannet resultat per aksje1)
Veid gjennomsnittlig antall ordinære aksjer
Aksjer med utvannende effekt:
- Aksjeopsjoner
Resultat som kan henføres til aksjonærer i selskapet
Utvannet resultat per aksje beregnes ved å justere antall aksjer for virkningene av utvannende
opsjoner dersom de har en utvannende effekt.
Utvannet
Ordinært resultat per aksje er beregnet ved å dividere resultatet som henføres til aksjonærene i
selskapet med det vektede gjennomsnittlige antall ordinære utestående aksjer i løpet av året.
NOTE 8 - Resultat pr. aksje
Basis
Note 7 - Skatt
Spesifikasjon av skattekostnad:
Serodus ASA 2012
Serodus ASA 2012
116
1 418 783
101 342
1 520 125
1 520 125
Amortisering og nedskrivning
Akkumulert 1 januar 2011
Nedskrivning
Avskrivninger for året
Akkumulert 31 desember 2011
Nedskrivning
Avskrivninger for året
Akkumulert 31 desember 2012
-
1 520 125
1 418 783
101 342
1 520 125
1 520 125
1 520 125
1 520 125
Sum
Serodus har anskaffet et patent, alle rettigheter og know-how for SER100 fra
Zealand Pharma A/S (Danmark), og innehar alene rettighetene for utvikling og
kommersialisering av produktet. Serodus har betalt et mindre forskudd for
anskaffelsen av produktet, og vil betale en prosentsats av fremtidig avkastning
fra utvikling samt royalties fra potensielle partnere og salg.
Restverdi ble nedskrevet i 2011. Avtalen hadde opprinngelig utløp i 2019, men er
besluttet sagt opp.
Lisenser er kjøpt i desember 2010 og har ikke vært anvendt.
-
1 520 125
Tilgang i året
Avgang i året
Akkumulert 31 desember 2012
Balanseført verdi
Balanseført verdi 31. desember 2011
Balanseført verdi 31. desember 2012
1 520 125
1 520 125
Lisenser
Anskaffelseskost
Akkumulert 1 januar 2011
Tilgang i året
Avgang i året
Akkumulert 31 desember 2011
Note 9 - Immaterielle eiendeler
Serodus ASA 2012
Kontanter og bankinnskudd - ubundne midler
Kontanter - bundne midler knyttet til skattetrekk
Kontanter og kontantekvivalenter i balansen
Note 11 - Kontanter og kontantekvivalenter
MVA-fordringer
Krav på offentlige tilskudd
Forskuddsbetalte kostnader
Sum andre kortsiktige fordringer
Note 10 - Andre fordringer
31.des
2012
10 857 209
27 716
10 884 925
31.des
2012
322 929
341 326
529 135
1 193 390
31.des
2011
1 032 277
1 032 277
31.des
2011
142 009
186 000
328 009
Serodus ASA 2012
117
Note 12 - Aksjekapital
Pålydende verdi av aksjer ble i løpet av 2011 redusert med 0,07
31.des
2012
0
81 988 417
4 550 000
27 736 750
4 710 000
31. des.
2011
verdi på minst 1 kr. per aksje. Aksjespleisen vil gjøres i forholdet 1:10
1)
2)
100% eiet av Eva Steinnes
100% eiet av Håkon Sæterøy.
Navn
Svein S. Jacobsen
Ingrid Alfheim
Gunnar Christian Clemm Von Hohenberg
Eva Steiness
Trygve Gulbransen
Aksjer eiet direkte eller indirekte av ledelse og styre pr. 31.12.2012
BJØRNS INVEST AS
ROLFS HOLDING AS
NORTH MURRAY AS
MEDINNOVA AS
CHRISTIAN BRUUSGAARD
RADIUMHOSPITALETS FORSKNINGSSTIFTELSE
ERIK WAHLSTRØM
TAMI EIENDOM OG FINANS AS
DRUG DISCOVERY LABORATORY AS
GEZINA AS
DAG DVERGSTEN AS
NEWPHARMA AS 1)
HOLSTEIN AS
ADLEANTE AS
FINN OLAV LEVY
FORSKNINGSPARKEN AS
SMERUD MEDICAL AS
GEORG KERVEL
INVESTOR CORPORATE AS 2)
ARNSTEIN ØDEGAARD
Sum for de 20 største aksjonærer
Andre aksjonærer
Sum antall aksjer
1)
100% eiet av Eva Steinnes
2)
100% eiet av Håkon Sæterøy.
De 20 største aksjonærene pr.31.12.2012 er:
Aksjonærer
Navn
Ingrid Alfheim
Eva Steiness
Trygve Guldbransen
Tegningsretter eiet av ledelse og styre pr. 31.12.2012
Aksjeopsjoner knyttet til aksjebasert betaling; eiet av ledelse og styre pr. 31.12.2012
Antall opsjoner
Navn
før spleis
Svein S. Jacobsen, styreleder
Eva Steiness, CEO
150 000
Eva Steiness, CEO
150 000
Eva Steiness, CEO
150 000
Endring i løpet av året
Antall utestående opsjoner og tegningsrettigheter ved inngangen av året
Tildelt i løpet av året
Bortfalt eller utøvd i løpet av året
Antall utestående opsjoner og tegningsrettigheter ved utgangen av året:
Antall opsjoner
etter spleis
100 000
15 000
15 000
15 000
Rolle
Styreleder
Styremedlem
Styremedlem
CEO
COO
Antall
aksjer
18 725 000
10 354 338
9 286 250
6 390 560
3 090 850
2 510 834
2 076 236
2 000 000
1 918 870
1 917 935
1 776 156
1 708 333
1 673 556
1 500 000
1 390 290
1 322 795
1 300 000
1 250 000
1 060 050
1 000 000
72 252 053
9 736 364
81 988 417
Rolle
Styremedlem
CEO
COO
Utløper
04.12.2015
24.02.2015
24.02.2015
24.02.2015
Antall
opsjoner
4 710 000
100 000
260 000
4 550 000
Utøvelses
pris (NOK)
4
2
2,2
2,4
Antall
aksjer
600 000
783 392
500 000
1 708 333
270 373
Andel av
as kapital
22,84 %
12,63 %
11,33 %
7,79 %
3,77 %
3,06 %
2,53 %
2,44 %
2,34 %
2,34 %
2,17 %
2,08 %
2,04 %
1,83 %
1,70 %
1,61 %
1,59 %
1,52 %
1,29 %
1,22 %
88,12 %
11,88 %
100,00 %
Aksje
opsjoner
90 000
50 000
38 070
Virkelig verdi
på tild. tidspkt.
170 261
-
Veid gjennomsn.
utøvelses pris
0,7
4,0
2
0,9
Aksjeopsjoner
Selskapet har 4 550 000 utestående aksjeopsjoner, hvorav 550 000 er knyttet til aksjebasert betaling, ref. note 5. Resterende aksjeopsjoner er knyttet til tegningsretter utstedt i
forbindelse med emisjon desember 2010.
4 260 000
1. Jan
2011
27 736 750
I forbindelse med at selskapet søker opptak på Oslo Axess, vil selskapet gjennomføre en spleis av aksjer for å oppfylle kravet om at aksjer notert her skal ha en pålydende
Alle aksjer i selskapet har lik stemmerett og lik rett til utbytte.
1)
Aksjer, nominell verdi NOK 0,20
Aksjer, nominell verdi NOK 0,131)
Aksjeopsjoner
Aksjekapital:
Serodus ASA 2012
31.des
2012
43 727
368 530
4 617 522
5 029 778
3 128
1 886 746
31.des
2011
1 883 618
Konverteringen av det totale beløp på 4 600 000 ble vedtatt i Desember 2012, men ble ikke registrert i foretaksregisteret
før i 2013. Beløpet står derfor klassifisert som annen kortsiktig gjeld pr. 31.12.2012 (inkludert andel leverandørgjeld som
er vedtatt konvertert til egenkapital).
selskapets kreditorer fikk i samme periode en forespørsel om å akseptere 40 % kontantoppgjør for utestående poster,
eventuelt å konvertere pålydende av utestående beløp til aksjekapital. Aksept for redusert oppgjør ble innhentet fra
kreditorer som ønsket kontantoppgjør. Akspet for redusert oppgjør er behandlet som fraregning av en gjeldsforpliktelse
og har medført en inntektsføring på 1,5 millioner kroner som er presentert som en annen finansinntekt. Totalt ble det
inngått avtale om konvertering av leverandørgjeld til aksjekapital for 2 642 000 kroner.
Av selskapets annen kortsiktig gjeld består kr 1 958 000 av kortsiktig likviditetslån gitt i perioden juli - oktober 2012. kr 250
000 av dette ble gitt som konvertibelt lån i Juli 2012. Lånene ble gitt med forfallsdato 31.Oktober 2012, men dersom
Serodus ASA ikke hadde mulighet til å tilbakebetale lånene på dette tidspunktet hadde selskapet mulighet til å velge å
konvertere disse lånene til aksjekapital. I september 2012 ble det besluttet at lånet skulle blii konvertert til aksjekapital.
Lånet ble belastet med en rentesats på 10 % frem til tidspunkt for beslutning om konvertering.
i perioden september til oktober 2012 tok selskapet opp ytterligere likviditetslån på tilsammen 1,7 millioner kroner. På
tidspunkt for låneopptak ble det avtalt med motpart at også disse lån skulle konverteres til aksjekapital.
Utestående mot nærstående parter
Skyldig offentlige avgifter
Påløpte kostnader
Annen kortsiktig gjeld
Sum annen kortsiktig gjeld
Note 13 - Annen kortsiktig gjeld
Serodus ASA 2012
118
MVA fordringer og forskuddsbetalte kostnader er ikke inkludert siden de ikke regnes som finansielle eiendeler.
4 421 303
1 883 618
3 128
6 308 049
186 000
1 032 277
1 218 277
31. des
2011
b) Valutarisiko
Valutarisiko er risikoen for at virkelig verdi eller fremtidige kontantstrømmer av et finansielt instrument vil svinge
på grunn av endringer i valutakurser. Selskapet har noen valutarisiko fra transaksjoner i utenlandsk valuta. Ved
årsskiftet 2012
2010 hadde selskapet en leverandørgjeld ipå
DKK,
CHFGBP
250.000.
og EUR
Hvis
tilsvarende
CHF / NOK
NOK
kurs
512.093.
hadde endring
Hvis de+ / The
Company
does not
any
operating
lease
10%,
respektive
ville resultat
valutakurser
førhave
skatt
mot
endre
NOK
seg
hadde
med
endring
+commitments.
/ - NOK
+ / - 10%,
156.000.
ville resultat før skatt endre seg med + / - NOK
53.406.
Pr 1. Januar 2010 og 31.12.2010 hadde selskapet kun mindre leverandørgjeld i utenlandsk valuta. Det er derfor
Kredittrisiko
ikke utarbeidet sensitivitetsanalyse for disse periodene.
Kredittrisiko refererer seg til risikoen for at en motpart vil misligholde sine kontraktsmessige forpliktelser slik at det
resulterer
i økonomisk tap for selskapet. Selskapet er eksponert for kredittrisiko hovedsakelig gjennom innskudd i
Kredittrisiko
Kredittrisiko
refererer
til risikoen
banker. I tillegg
er detseg
fordringer
på regjeringen
om merverdiavgift
ogsine
tilskudd.
MVA fordringer
er inkludert
for at en motpart
vil misligholde
kontraktsmessige
forpliktelser
sliki at det
tabellen
selv om
i samsvar med
IAS 39,
representerer
finansielle
eiendeler. gjennom innskudd i
resulterernedenfor
i økonomisk
tap de,
for selskapet.
Selskapet
er ikke
eksponert
for kredittrisiko
hovedsakelig
banker. I tillegg er det fordringer på regjeringen om merverdiavgift og tilskudd. MVA fordringer er inkludert i
tabellen nedenfor selv om de, i samsvar med IAS 39, ikke representerer finansielle eiendeler.
a) Renterisiko:
Renterisiko er risikoen for at virkelig verdi eller fremtidige kontantstrømmer av et finansielt instrument vil svinge
på grunn av endringer i markedsrenten. Selskapet har ingen lån, og er derfor foreløpig ikke utsatt for renterisiko.
Markedsrisiko
Markedsrisiko er risikoen for at virkelig verdi av fremtidige kontantstrømmer
av et finansielt instrument vil svinge
0
på grunn av endringer i markedspriser. Markedspriser omfatter tre typer risiko: renterisiko, valutarisiko,
råvarepriser og andre prisrisiko. Selskapets finansielle eiendeler og forpliktelser har bare begrenset eksponering
mot disse risikoene.
Selskapet er eksponert for markedsrisiko, kredittrisiko og likviditetsrisiko. Selskapets ledelse overvåker
forvaltningen av disse risikoene.
Selskapets finansielle forpliktelser består i hovedsak av leverandørgjeld. Selskapets finansielle eiendeler består i
hovedsak av kontanter.
Finansiell risikostyring
3)
Påløpte kostnader er ikke inkludert siden de ikke regnes som finansielle forpliktelser.
Gjelden vil bli konvertert til aksjekapital Q1 2013
1 812 427
4 600 000
17 522
6 429 949
2)
Fin. forpl. til amortisert kost
Fin. forpl. til amortisert kost
Fin. forpl. til amortisert kost
Finansielle forpliktelser:
Leverandørgjeld
Gjeld vedtatt konvertert til egenka 3)
Andre forpliktelser 2)
Totale finansielle forpliktelser
341 326
10 884 924
11 226 250
31.des
2012
1)
Utlån og fordringer
Utlån og fordringer
Utlån og fordringer
Finansielle eiendeler:
Kundefordringer
Andre fordringer 1)
Kontanter og kontantekvival.
Totale finansielle eiendeler
Kategori
Kategorier av finansielle instrumenter
Note 14 - Finansiell risikostyring, mål og retningslinjer
Serodus ASA 2012
Balanseført verdi av kontanter og kontantekvivalenter, kortsiktige finansielle fordringer og kundefordringer er
tilnærmet lik virkelig verdi på grunn av kort løpetid.
Markedsverdi av finansielle instrumenter
Selskapets likviditetsbehov blir fulgt opp på månedsbasis. Det er utarbeidet månedlige likviditetsprognoser. Ut i
fra likviditetsprognosene blir det foretatt vurderinger om kapitalbehov for kommende perioder. Det blir ut i fra
disse analysene også foretatt vurderinger av hva som er egnede finansieringskilder ved kapitalbehov ut i fra pris
på kapital og tilgjengelighet..
Kapitalforvaltning
Et viktig mål i forhold til kapitalforvaltningen er å sikre at selskapet opprettholder en tilstrekkelig kapitalstruktur for
å finansiere forretningsutviklingen. Selskapet vurderer sin kapitalstruktur i lys av dagens og forventet
kontantstrøm, nye forretningsmuligheter og selskapets finansielle forpliktelser. For å opprettholde eller justere
kapitalstrukturen, kan selskapet utstede nye aksjer eller selge eiendeler for å redusere gjeld.
På balansedatoene, er det
finansielle
eneste finansielle
forpliktelserforpliktelser
av betydning
av leverandørgjeld
betydning, leverandørgjeld.
og gjeld til nærstående
Ved utgangen
parter.
av 2008,
Ved
2009
utgangen
og 2010
av 2011
forfaller
og 2012
leverandørgjelden
forfaller leverandørgjelden
til betaling 3 måneder
til betalingeller
3 måneder
mindre fra
eller
demindre
respektive
fra de
rapporterings
respektive
rapporterings
datoene.
datoene.
Likviditet
Selskapet overvåker risiko for manglende finansiering ved kontinuerlig overvåking av forfall på finansielle
eiendeler og gjeld, og anslått kontantstrøm fra driften. Muligheten for ytterligere emisjoner er en integrert del av
disse vurderingene. Selskapet planlegger å øke sin kapital gjennom emisjoner i 2011.
Fordringene er ikke forfallt på rapporteringstidspunktene.
Balanseført verdi av finansielle eiendeler representerer maksimal kreditteksponering. Den maksimale eksponering
for kredittrisiko på rapporteringstidspunktet var:
31.des
31. des
2012
2011
Kontanter og kontantekvivalenter
10 884 924
1 032 277
Andre fordringer
1 193 390
328 009
Maksimal kreditteksponering
12 078 314
1 360 286
Serodus ASA 2012
119
Note 15 - Nærstående parter
Beskrivelse av tjeneste
Styrehonorar
Konsulenthonorar
Chief Scientific Officer (CSO)
Chief Executive Officer (CEO)
Chief Finance Officer (CFO)
Konsulenthonorar
Medisinsk forskning
2012
1 585 000
518 616
877 382
50 000
7 480
715 135
100% eid av Svein Sigurd Jacobsen. Valgt til styreleder 4. desember 2012.
51 600
603 200
303 200
2 029 529
Annen kortsiktig gjeld:
Gezina*
North Murray*
Medinnova*
Eva Steiness*
Norsemeter
Newpharma.dk
Sum fra nærstående parter
*) Gjelden vil bli konvertert til aksjekapital i 2013
1 463 750
-
3 110
112 000
62 500
893 919
300 000
200 000
100 000
830 000
453 618
3 347 368
31.des
2011
31.des
2012
2011
830 000
1 936 500
453 618
-
Leverandørgjeld:
Bio-Medisinsk Innovasjon
Forskningsparken
NewPharma*
Olufsen Consulting
Smerud Medical
Utestående mot nærstående parter :
4)
3)
100% eid av Håkon Sæterøy gjennom Investor Corporate. Han gikk av som styreleder 4. desember 2012.
Avtalen er avsluttet. COO er nå ansatt direkte i Serodus med virkning fra 1. november.
100% eid av Eva Steiness. Avtalen kan avsluttes av begge parter med 3 mnd oppsigelse.
5)
100% eid av Rolf Olufsen. Avtalen kan avsluttes av begge parter med 3 mnd oppsigelse.
6)
Selskapet eier 1,59% av aksjene i Serodus og er innleid som leverandør av forskningstjenester
2)
1)
Beløpene ovenfor inkluderer godtgjørelse for rollene som styremedlemmer, der det er aktuelt.
Kjøpte tjenester fra
Sveinja Invest 1)
Norsemeter 2)
Bio-Medisinske Innovasjon 3)
Newpharma.dk 4)
Olufsen Consulting 5)
Theresa Comiskey Olsen
Smerud Medical 6)
For å få tilgang til viktig kunnskap har selskapet inngått avtaler med nærstående parter:
Serodus ASA 2012
165
10 392
10 557
113 347
15 003
128 349
Andre finansielle kostnader
Sum finanskostnader
Gjeldskonvertering har funnet sted i Q1 2013, som innebærer at 4 600 000 er konvertert til
aksjeekapital. Økningen innebærer at aksjekapitalen økte med 2 990 000, og
overkurs med 1 610 000 ved utstedelse av 23 000 000 nye aksjer.
Note 17 - Hendelser etter balansedagen
Selskapet har i 2012 tatt opp likviditetslån for å finansiere driften. Disse lånene er ved årslutt 2012 besluttet
konvertert til aksjekapital. I perioden mellom låneopptak og tidspunkt for vedtak om konvertering er lånene belastet
med en rentesats på 10 % p.a. Selskapets øvrige finansielle kostnader gjelder valutatap på levarandørgjeld med kr
10 553.
Som følge av finansielle problemer i 2012, har Serodus ikke kunnet gjøre opp alle sine forpliktelser ovenfor
kreditorer. For enkelte av kreditorene har man blitt enige om at utestående gjeld skal konverteres til egenkapital, se
note 17. For øvrige kreditorer har man kommet til enighet om at 40% av pålydende skal gjøres opp.
Inntektsføringen av resterende 60% - kr 1 504 638, er inntektsført i 2012 som annen finansiell inntekt i samsvar
med IAS 32. Øvrige finansinntekter er renteinntekter av bankinnskudd og agioinntekter. Agio inntekter utgjør kr 18
050.
Rentekostnader
31.des
2011
18 900
4 234
23 134
31.des
2012
13 406
1 522 688
1 536 094
Renteinntekter
Andre finansielle inntekter
Sum finansinntekter
Note 16 - Finansposter
Serodus ASA 2012
Note 17 - Overgang til IFRS rapportering
IFRS åpningsbalansen er utarbeidet på grunnlag av IFRS 1 "Første gangs anvendelse av IFRS" pr.1.
januar 2011. Hovedprinsippet er at åpningsbalansen er utarbeidet på en retrospektiv basis, dvs. som om
IFRS alltid hadde vært benyttet.
Selskapet implementerte IFRS i 2011, med overgang til IFRS fra 1. januar 2011.
Overgang til IFRS, og grunnlaget for utarbeidelse av selskapets IFRS årsregnskap
Serodus ASA 2012
Totalregnskap
c) Effekter på totalregnskapet for året 2011:
Serodus ASA 2012
1
1
1 360 286
Sum egenkapital og gjeld
73 000
(73 000)
IFRS
korrigeringer
1 360 286
4 421 303
1 886 745
6 308 048
3 605 778
6 279 833
73 000
(14 906 373)
(4 947 762)
1 360 285
328 009
1 032 277
1 360 286
-
31.12.2011
IFRS
1) Det er ingen netto effekt på egenkapital fsom følge av overgang til IFRS, men disponeringen av årets resultat
etter God regnskapsskikk er presentert i samsvar med IFRS. Dette innebærer at overføring på NOK 73 000
opptjent egenkapital til annen innskutt kapital.
4 421 303
1 886 745
6 308 048
Kortsiktig gjeld
Leverandørgjeld
Annen kortsiktig gjeld
Sum kortsiktig gjeld
(14 833 373)
(4 947 762)
3 605 778
6 279 833
1 360 285
Sum eiendeler
EGENKAPITAL OG GJELD
Kapital og reserver
Aksjekapital
Overkursfond
Annen innskutt kapital
Opptjent egenkapital
Sum egenkapital
328 009
1 032 277
1 360 286
-
31.12.2011
NGAAP
Omløpsmidler
Kundefordringer og andre fordringer
Kontanter og kontantekvivalenter
Sum omløpsmidler
EIENDELER
Anleggsmidler
Immaterielle eiendeler
Sum anleggsmidler
Oppstilling av finansiell stilling
b) Effekter på balansen pr. 31. desember 2011:
Det er ikke identifisert overgangseffekter knyttet til åpningsbalansen 1. januar 2011.
a) Effekter på balansen pr. 1. januar 2011:
(9 147 940)
-
Det er ikke identifisert overgangseffekter med resultateffekt i 2011.
Resultat for perioden / Totalresultat
Skattekostnad
(9 147 940)
165
10 392
10 557
12 577
Finanskostnader
Rentekostnader
Andre finanskostnader
Totale finanskostnader
Netto finanskostnader
Resultat før skatt
18 900
4 234
23 134
Finansposter
Renteinntekter
Andre finansielle inntekter
Sum finansinntekter
(9 147 940)
-
(9 147 940)
165
10 392
10 557
12 577
18 900
4 234
23 134
2011
2011
for store foretak (NGAAP). Det
er ikke identifisert
effekter ved overgang fra bruk av regnskapsprinsipper i henhold til NGAAP til regnskapsprinsipper i henhold til IFRS fra 1.1.2011. I selskapets avlagte regnskap i henhold til NGAAP forNGAAP
2011, ble selskapets annen innskutt
IFRS
egenkapital knyttet til aksjeopsjoner disponert til å dekke deler av
Forklaring
av overgangseffekter
Driftsinntekter
Serodus ASA har tidligere utarbeidet sitt årsregnskap i samsvar med regnskapsloven og god
regnskapsskikk for store foretak (NGAAP). Det er ikke identifisert effekter ved overgang fra bruk av
Inntekter
51 600
51 600
regnskapsprinsipper i henhold til NGAAP til regnskapsprinsipper i henhold til IFRS fra 1.1.2011. I
selskapets avlagte regnskap i henhold til NGAAP for 2011, ble selskapets annen innskutt egenkapital
Driftskostnader
knyttet til aksjeopsjoner disponert til å dekke deler av underskuddet i 2011 basert på fremlagt forslag til
Varekost
12 816
12 816
disponering av underskudd. Etter IFRS kan forslag til disponering ikke legges til grunn på balansedatoen
som følge av det ikke er endelig vedtatt. Dette er korrigert i oppstilling av sammenligningstall for
Personalkostnader
6 199
6 199
regnskapet avlagt i 2012. .
Avskrivning av immaterielle eiendeler
101 342
101 342
Nedskrivning av immaterielle eiendeler
1 418 783
1 418 783
1) Aksjebasert betaling
Andre driftskostnader
7 672 977
7 672 977
Lederfunksjoner, styremedlemmer og andre personer og selskaper som har forbidelser med Serodus har
blitt tildelt aksjeopsjoner. Under NGAAP er ingen utgifter er innregnet i finansregnskapet. IFRS krever at
Totale driftskostnader
9 212 117
9 212 117
aksjebasert avlønning skal gjenspeiles i regnskapet. Et estimat av virkelig verdi for utstedte instrumenter ,
målt på tildelingstidspunktet, kostnadsføres lineært over opptjeningsperioden dersom det er
Driftsresultat
(9
160
517)
(9
160 517)
innvinningsbetingelser. Det er trolig ingen effekt av årets aksjebaserte avlønning for 2011.
120
121
122
123
Appendix 3 – Annual accounts 2011 and 2012 for Phlogo ApS
124
125
126
127
128
129
130
131
132
133
134
135
Oslo, January 24, 2014
SERODUS ASA
Results for the fourth quarter 2013 (Unaudited)
2
Isolated systolic hypertension is the dominant form of increased blood pressure in patients above
the age of 55 years. It is estimated that nearly 50 % of all incidences of stroke and other
cardiovascular events are caused by systolic hypertension. SER100 is expected to reduce the
systolic blood pressure in patients with treatment resistant hypertension.
The last patient is expected to be dosed with SER100 in Q2-2014, but with a possibility that this
could be prolonged into Q3-2014.
The first patients were dosed and have fulfilled the two study periods.
SER100 for Isolated Systolic Hypertension
All centers in Norway, UK and Finland were visited and opened and have received blinded test
compound and placebo.
Activities in Q4-2013
4. Quarter 2013
Highlights include:
 SER100 clinical study was approved by all involved countries’ competent authorities
 SER 100 – all centers in Norway, England and Finland were opened.
 License agreement with Evolva Holding SA was signed.
 Total net costs in Q4 2013 were NOK 3.537 thousand compared to NOK 1.421 thousand
for the same period in 2012. This increase is due to planned R&D activities.
 Net costs year to date are NOK 10.874 thousand compared to NOK 3.644 thousand for
the same period last year. The cost increase is due to planned R&D activities.
 A successful private placement of NOK 30 million took place beginning of December.
 A subsequent repair issue will take place end of January / beginning of February 2014.
Serodus ASA (OAX:SER), a Norwegian biopharmaceutical company focused on
development of therapeutics with potential and significant benefits for patients
suffering from cardiovascular diseases (heart and blood vessels), announces its
results for the fourth quarter 2013.
Highlights for the fourth quarter 2013
_________________________________________________________________
Appendix 4 – Unaudited interim accounts Q4 2013 for Serodus ASA
136
137
3
Price per share varied between NOK 1,99 and NOK 7,40. Price per share end of 2013 was
NOK 5,-. The market cap was MNOK 70 before registration of increased share capital.
The 10 biggest shareholders have 60,08% of the shares.
4
Result after tax was minus NOK 3.421 thousand in Q4 2013 compared to plus NOK 47 thousand
in Q4 2012. The positive result in Q4 2012 was due to reduction of debt which was executed
Q4 2012.
SER140 is the second project acquired through the acquisition of Phlogo. SER140 is a
competitive interleukin-1 (IL-1) receptor antagonist, which will inhibit the inflammatory
processes around the insulin producing -cells in pancreas and around the peripheral insulin
receptors. SER140 will be a new therapeutic strategy in treatment of diabetes.
Ser140 is managed by Phlogo, a 100% owned subsidiary of Serodus. An out-licensing process is
ongoing. The first companies on a list with more than 30 potential licensees have been contacted.
This process is expected to continue over the next quarters.
Total net costs in Q4 2013 were NOK 3.537 thousand compared to NOK 1.422 thousand in
Q4 2012. The cost increase is related to the planned higher R&D activities.
Fourth quarter 2013:
The cash situation in Serodus ASA is satisfactory based on today’s high activity level. The
extraordinary shareholders meeting which took place January 6, 2014 approved the increase in
share capital by issuance of 10 million new shares each with a nominal value of 1,30. Price per
share was NOK 3. The shareholders meeting also gave the board the right to issue up to
3,5 million new shares in a subsequent repair issue. This increase in capital will be registered
Q1 2014.
Total assets were NOK 11.445 thousand at the end of Q4 2013. NOK 6.144 thousand of these
were cash/bank account. Total equity was NOK 7.603 thousand. Equity percentage was 66,4.
The same figures at the end of Q4 2012 were NOK 11.755 thousand as total assets and an equity
of NOK 5.236 thousand.
Result after tax was minus NOK 10.831 thousand compared to minus NOK 2.185 in the same
period last year.
Total costs year-to-date were NOK 10.876 thousand compared to NOK 3.592 thousand in 2012.
This increase is due to the increased R&D activities. The increased R&D activities are according
to plan.
Year-to-date
The financial statement has been finalized according to IAS 34. Serodus ASA has used the same
accounting principles in Q4 2013 as were used in the financial statement for 2012.
Financial results 2013 (Unaudited)
3. Financials
SER140 for Diabetes
In Acute Myocardial Infarction (AMI) the blood supply to an area of the heart is suddenly
significantly reduced and inflammation occur immediately in the surrounding tissue. The
consequence of the inflammation is death of the heart muscle cells. SER130 is expected to
inhibit this inflammation and reduce the size of myocardial scar.
Preclinical laboratory testing of SER130 has been initiated in order to establish the right species
for the planned toxicological testing.
The first batch of non-GMP substance was delivered.
SER130 is the one of the two projects Serodus acquired through the acquisition of Phlogo.
SER130 for Acute Myocardial Infarction
SER150 is expected to reduce the amount of protein excreted in urine in patients with diabetic
nephropathy and treated with antidiabetics and antihypertensiva.
Diabetic nephropathy is seen in patients who have had diabetes for 10-20 years. The condition is
characterized by increased amount of protein in the urine, indicating loss of protein from the
body, and the more protein lost the more serious is the renal damage. If protein loss is not
stopped the renal damage progresses and the patient will need chronic dialysis or even a kidney
transplant.
Contact with new drug manufacturer was established.
SER150 for Diabetic Nephropathy
License agreement with Evolva for EV-077 (now named SER150) was signed on
December 30, 2013.
138
Share capital
Share premium
Other equity
Total equity
Deferred tax
Accounts payable
Other short term debt
Total short term debt
Total equity & debt
All figures in 1000 NOK
Patent rights
Goodwill
Long term assets
Other short term assets
Cash / Bank
Total short term assets
Total assets
Balance
18.198
17.151
-27.747
7.603
516
1.307
2.018
3.325
11.444
1.812
5.030
6.519
12.078
10.658
11.591
-17.013
5.236
1.193
10.885
12.078
12.078
Total 2012
-10.831
-10.831
-0,97
Total 2013
2.907
516
3.423
1.878
6.144
8.022
11.444
-2.185
-2.185
-0.40
184
198
-14
Total financial income
Total financial costs
Net financials
Result before tax
Result after tax
Earnings per share
1.536
128
1.408
1.524
9.353
10.876
-10.817
Operating Income
Cost of goods
Personnel costs
Other costs
Total operating costs
Operating result
-3.421
-3.421
-0,24
129
34
95
289
3.248
3.537
-3.516
22
Q4 2013
47
47
0,01
1.532
115
1.417
124
1.298
1.422
-1.370
52
Q4 2012
5
-690
1.610
4.640
17.151
176
98
78
78
5
73
Other
equity
-3.483
9.626
6.144
887
-2.658
-840
17
-823
-124
-3.421
2013
10.300
1.950
12.250
10.882
3
10.885
-549
-1.126
-623
47
2012
-27.922
-17.091
-10.831
-17.091
Result
this
period
-14.906
-2.185
4. Quarter
5.236
-10.831
-690
98
4.600
9.190
7.603
-4.948
-2.185
5
2.064
10.300
5.236
Total
equity
Svein S. Jacobsen (Chairman), Theresa Comiskey Olsen, Ingrid Alfheim, Søren Elmann Ingerslev,
Ole Peter Nordby, Eva Steiness (CEO)
The Board of Directors and CEO
Serodus ASA
Oslo, 24 January 2014
6
We confirm to the best of our knowledge that the financial statements have been prepared in
accordance with IAS 34 – Interim Reporting, give a true and fair view of the Company’s assets,
liabilities, financial position and results of operation. We also declare, to the best of our
knowledge, that this report provides a fair view of the information required under § 5-6 (4) of the
Norwegian Securities Act.
Statement by the Board of Directors and the Chief Executive Officer
2.990
4.550
18.198
11.591
1.706
3.805
11.591
357
6.695
10.658
10.658
6.280
3.606
Equity 01.01.2012
Result this period
Share based renumeration
Conversion of debt
Share issue
Equity 31.12.2012
Equity 01.01.2013
Result this period
Share issue costs
Share based remuneration
Conversion of debt
Share issue
Equity 31.12.2013
Share
premium
Share
capital
Year to date
4.050
-4.741
10.885
6.144
928
-2.397
1.165
-10.763
-840
2.813
1.972
4.050
10.300
1.950
12.250
9.853
1.032
10.885
-1.140
-2.185
2012
-505
-10.831
-592
2013
Year to date
All figures in 1000 NOK
Change in equity
All figures in 1000 NOK
Cash from operating activities
Result before tax
Share issue costs booked direct towards
equity
Changes in account receivables and
accounts payable
Changes in other short term activities
Net changes from operating activities
Cash from investment
Cash from acquired company
Net changes from investments
Paid in from increased share capital
Payment from increased debt
Net changes from financing
Net changes in cash
Cash beginning of period
Cash end of period
Year to
date 2012
52
2
125
3.517
3.592
-3.592
All figures in 1000 NOK
Year to
date 2013
59
Cash-flow statement
Statement of comprehensive income
Appendix 5 – Subscription form for shares in the Offering
SERODUS ASA – SUBSCRIPTION FORM
RETURN TO:
NORNE SECURITIES AS
E-MAIL: EMISJONER@NORNE.NO
SUBSEQUENT OFFERING WITH TRADABLE SUBSCRIPTION RIGHTS FOR EXISTING SHAREHOLDERS AS OF 5 DECEMBER 2013
General information
The terms and conditions of the subsequent offering (the "Subsequent Offering") of up to 3,500,000 new shares (the "Offer Shares") in Serodus ASA (the “Company”) pursuant to a resolution
passed by the Company’s Board of Directors on 23 January 2014, based on an authorization to increase the Company’s share capital granted to the Board of Directors by the Company’s
extraordinary general meeting held on 6 January 2014 are set out in the prospectus dated 28 January 2014 (the “Prospectus”). Terms defined in the Prospectus shall have the same meaning in
this Subscription Form. The minutes of meeting by the Board of Directors, notice of and minutes from the Extraordinary General Meeting (with enclosures), the Company’s articles of
association and the annual accounts for the last two years are available at the Company’s registered office.
Subscription procedures
The Subscription Period is from 29 January 2014 to 12 February 2014 at 16:30 hours (CET). Correctly completed Subscription Forms must be received by Norne Securities AS (the
“Manager”), e-mail: emisjoner@norne.no no later than 12 February 2014 at 16:30 hours (CET). The subscriber is responsible for the correctness of the information inserted on the Subscription
Form. Subscription Forms received after the end of the Subscription Period and/or incomplete or incorrect Subscription Forms may be disregarded at the sole discretion of the Company or the
Manager. Subscribers who are Norwegian citizens may also subscribe for Offer Shares through the VPS online subscription system (or by following the link on www.norne.no which will
redirect the subscriber to the VPS online subscription system). Neither the Company nor the Manager may be held responsible for postal delays, unavailable fax lines, unavailable internet lines
or servers or other logistical or technical problems that may result in subscriptions not being received in time or at all by the Manager. Subscriptions are binding and irrevocable, and cannot be
withdrawn, cancelled or modified by the subscriber after being received by the Manager. By signing and submitting this Subscription Form, the subscriber confirms and warrants to have read
the Prospectus and to be eligible to subscribe for Offer Shares under the terms set forth therein.
Subscription Price: The Subscription Price in the Subsequent Offering is NOK 3.00 per Offer Share.
Subscription Rights: Existing shareholders of the Company as of 5 December 2013, as registered in the VPS on 10 December 2013, who were not allocated shares in the Private Placement,
and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the
“Eligible Shareholders”), are being granted independently tradable subscription rights (the “Subscription Rights”) that, subject to applicable law, provide the right to subscribe for and be
allocated Offer Shares in the Subsequent Offering at the Subscription Price. Each Eligible Shareholder will be granted 0,376470872 Subscription Rights for each Share held by such Eligible
Shareholder as of 5 December 2013, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for
and be allocated one Offer Share in the Subsequent Offering. Over-subscription and subscription without Subscription Rights will be allowed. The Subscription Rights will be tradable from 29
January 2014 to 16:30 hours (CET) on 6 February 2014 and will be listed on the Oslo Stock Exchange under the symbol ‘‘SER T’’ and with ISIN NO0010700289. Subscription Rights not
traded before the end of the trading period for the Subscription Rights or used to subscribe for Offer Shares before the end of the Subscription Period, will lapse without compensation to the
holder, and consequently be of no value.
Allocation of Offer Shares: The Offer Shares will be allocated to the subscribers based on the allocation criteria set out in the Prospectus. The Company reserves the right to round off, reject
or reduce any subscription for Offer Shares not covered by Subscription Rights. The Company will not allocate fractional Offer Shares. Allocation of fewer Offer Shares than subscribed for
does not impact the subscribers’ obligation to be allocated and pay for the number of Offer Shares allocated. Notification of allocated Offer Shares and the corresponding subscription amount
to be paid by each subscriber are expected to be distributed in a letter on or about 13 February 2014.
Payment: The payment for Offer Shares allocated to a subscriber falls due on 19 February 2014. By signing this Subscription Form, or registering a subscription through the VPS online
subscription system, subscribers having a Norwegian bank account irrevocably authorize the Manager to debit the bank account specified below for the subscription amount payable for the
Offer Shares allocated to the subscriber for transfer to the Company’s bank account for share issues. The Manager is only authorized to debit such account once, but reserves the right (but have
no obligation) to make up to three debit attempts, and the authorization will be valid for up to seven working days after the Payment Date. The subscriber furthermore authorizes the Manager to
obtain confirmation from the subscriber’s bank that the subscriber has the right to dispose over the specified account and that there are sufficient funds in the account to cover the payment.
Should any subscriber have insufficient funds in his or her account, should payment be delayed for any reason, if it is not possible to debit the account or if payments for any other reason are
not made when due, overdue interest will accrue with interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100,
currently 8.50% per annum. For further consequences of overdue and late payments, reference is made to the Prospectus. Payment by direct debiting is only available for investors that are
allocated Offer Shares for an amount below NOK 5 million and who have a Norwegian bank account. By signing this Subscription Form, subscribers who subscribe for an amount exceeding
NOK 5 million give the Manager an authorization to manually debit the specified Norwegian bank account on or after the payment date. Subscribers who do not have a Norwegian bank
account must ensure that payment with cleared funds for the Offer Shares allocated to them is made on or before the Payment Date. Prior to any such payment being made, the subscriber must
contact the Manager for further details and instructions.
SPECIFICATION OF SUBSCRIPTION
The Applicant’s VPS account (12 digits) (1)
Number of subscription rights
Number of Offer Shares applied for
(incl. over-subscription):
The Applicant’s Norwegian bank account (11 digits) (2)
(1)
(2)
Subscription price per share
NOK 3.00
X
Subscription amount to pay
=
____________________
NOK ____________________
To enter into this Agreement, the Applicant must have a VPS account. Such an account can only be established by personal appearance with sufficient identification at a VPS book-entry agent or an
authorized investment firm.
Norwegian bank account to be debited for the payment of Offer Shares allocated (number of Offer Shares allocated x NOK 3.00).
In accordance with the terms and conditions set out in the Prospectus and this Subscription Form, I/we hereby irrevocably (i) subscribe for the number of Offer Shares specified above, (ii) authorize and
instruct the Manager (or someone appointed by them) to take all actions required to transfer such Offer Shares allocated to me/us to the VPS Registrar and ensure delivery of the beneficial interests to such
Offer Shares to me/us in the VPS, on my/our behalf, (iii) authorize the Manager to debit my/our bank account as set out in this Subscription Form for the amount payable for the Offer Shares allocated to
me/us, and (iv) confirm and warrant to have read the Prospectus and that I/we are eligible to subscribe for Offer Shares under the terms set forth therein.
Subscription place and date
DETAILS OF THE SUBSCRIBER
VPS account number
First name
Surname / company
Business address / Postal address
Company registration number /date of birth and national ID number
Telephone
Telefax / e-mail
Binding signature
The Subscriber must be of the age of majority. When signed per procura,
documentation in the form of company certificate or power of attorney
must be enclosed.
1
139
Regulatory Issues: In accordance with the Markets in Financial Instruments Directive (“MiFID”) of the European Union, Norwegian law imposes requirements in relation to business
investments. In this respect the Manager must categorize all new clients in one of three categories: eligible counterparties, professional and non-professional clients. All subscribers in the
Subsequent Offering who are not existing clients of the Manager will be categorized as non-professional clients. Subscribers can by written request to the Manager ask to be categorized as a
professional client if the subscriber fulfils the provisions of the Norwegian Securities Trading Act. For further information about the categorization, the subscriber may contact the Manager.
The subscriber represents that he/she/it is capable of evaluating the merits and risks of an investment decision to invest in the Company by subscribing for Offer Shares, and is able
to bear the economic risk, and to withstand a complete loss, of an investment in the Offer Shares.
Selling and Transfer Restrictions: The attention of persons who wish to subscribe for Offer Shares is drawn to section 5.2 of the Prospectus. The distribution of this Prospectus and the
Subsequent Offering may in certain jurisdictions be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions.
This Prospectus may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any of the Offer Shares offered hereby in any jurisdiction in
which such offer or invitation would be unlawful. No one has taken any action that would permit a public offering of Offer Shares to occur outside of Norway. Shareholders that reside in any
country outside EU/EEA may not be permitted to receive Subscription Rights or Offer Shares.
The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or any state securities laws, and such Offer Shares may
not be offered or sold within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S of the US Securities Act). Furthermore, the Offer Shares and the
Subscription Rights may not be offered or sold in or into Canada, Japan or Australia.
Execution Only: The Manager will treat the Subscription Form as an execution-only instruction. The Manager is not required to determine whether an investment in the Offer Shares is
appropriate or not for the subscriber. Hence, the subscriber will not benefit from the protection of the relevant conduct of business rules in accordance with the Norwegian Securities Trading
Act.
Information Exchange: The subscriber acknowledges that, under the Norwegian Securities Trading Act and the Norwegian Commercial Banks Act and foreign legislation applicable to the
Manager there is a duty of secrecy between the different units of the Manager. This may entail that other employees of the Manager may have information that may be relevant to the
subscriber, but which the Manager will not have access to in its capacity as Manager for the Subsequent Offering.
Information Barriers: The Manager is an investment firm that offers a broad range of investment services. In order to ensure that assignments undertaken in the Manager's corporate finance
departments are kept confidential, the Manager's other activities, including analysis and stock broking, are separated from the Manager's corporate finance department by information walls.
The subscriber acknowledges that the Manager's analysis and stock broking activity may act in conflict with the subscriber’s interests with regard to transactions of the Shares as a consequence
of such information walls.
Mandatory Anti-Money Laundering Procedures: The Subsequent Offering is subject to the Norwegian Money Laundering Act No. 11 of March 6, 2009 and the Norwegian Money
Laundering Regulations No. 302 of March 13, 2009 (collectively the “Anti-Money Laundering Legislation”). Subscribers who are not registered as existing customers with the Manager must
verify their identity in accordance with the requirements of the Anti-Money Laundering Legislation, unless an exemption is available. Subscribers who have designated an existing Norwegian
bank account and an existing VPS account on the Subscription Form are exempted, unless verification of identity is requested by the Manager. The verification of identity must be completed
prior to the end of the Subscription Period. Subscribers that have not completed the required verification of identity may not be allocated Offer Shares. Further, in participating in the
Subsequent Offering, each subscriber must have a VPS account. The VPS account number must be stated on the Subscription Form. VPS accounts can be established with authorized VPS
registrars, which can be Norwegian banks, authorized securities brokers in Norway and Norwegian branches of credit institutions established within the EEA. Non-Norwegian investors may,
however, use nominee VPS accounts registered in the name of a nominee. The nominee must be authorized by the Financial Supervisory Authority of Norway. Establishment of a VPS account
requires verification of identity before the VPS registrar in accordance with the Anti-Money Laundering Legislation.
Terms and Conditions for Payment by Direct Debiting - Securities Trading: Payment by direct debiting is a service the banks in Norway provide in cooperation. In the relationship
between the payer and the payer’s bank the following standard terms and conditions will apply:
a) The service “Payment by direct debiting – securities trading” is supplemented by the account agreement between the payer and the payer’s bank, in particular Section C of the account
agreement, General terms and conditions for deposit and payment instructions.
b) Costs related to the use of “Payment by direct debiting – securities trading” appear from the bank’s prevailing price list, account information and/or information given by other
appropriate manner. The bank will charge the indicated account for costs incurred.
c) The authorization for direct debiting is signed by the payer and delivered to the beneficiary. The beneficiary will deliver the instructions to its bank who in turn will charge the payer’s
bank account.
d) In case of withdrawal of the authorization for direct debiting the payer shall address this issue with the beneficiary. Pursuant to the Norwegian Financial Contracts Act, the payer’s
bank shall assist if the payer withdraws a payment instruction that has not been completed. Such withdrawal may be regarded as a breach of the agreement between the payer and
the beneficiary.
e) The payer cannot authorize payment of a higher amount than the funds available on the payer’s account at the time of payment. The payer’s bank will normally perform a verification
of available funds prior to the account being charged. If the account has been charged with an amount higher than the funds available, the difference shall immediately be covered
by the payer.
f) The payer’s account will be charged on the indicated date of payment. If the date of payment has not been indicated in the authorization for direct debiting, the account will be charged
as soon as possible after the beneficiary has delivered the instructions to its bank. The charge will not, however, take place after the authorization has expired as indicated above.
Payment will normally be credited the beneficiary’s account between one and three working days after the indicated date of payment/delivery.
g) If the payer’s account is wrongfully charged after direct debiting, the payer’s right to repayment of the charged amount will be governed by the account agreement and the Norwegian
Financial Contracts Act.
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Serodus ASA
Gaustadalleén 21
0349 Oslo
Tel: +47 22 95 81 91
www.serodus.com
Manager
Norne Securities AS
Oslo Office
Parkveien 61
P.O. Box 2507 Solli
0202 Oslo, Norway
Tel: +47 55 55 91 31
Fax: +47 24 04 66 61
www.norne.no