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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
26 February 2003
NOVO NORDISK A/S
Novo Allé
DK- 2880, Bagsvaerd
Denmark
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
| Form 20-F [X] | Form 40-F [ ] |
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes [ ] | No [X] |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g-32(b):82-
| SIGNATURES | ||||||||
| Stock Exchange Announcement | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
| NOVO NORDISK A/S |
||
| Date: 26 February 2003 | Lars Rebien Sørensen, President and Chief Executive Officer |
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Stock Exchange Announcement
26 February 2003
Holding of Novo Nordisk shares by the members of the Board of Directors, of the Executive Management and all insiders and connected persons as per 21 February 2003
In accordance with Section 37 of the Danish Securities Trading Act, Novo Nordisk is required on a quarterly basis after the closure of the trading window to publish holdings of Novo Nordisk shares as reported by insiders to Novo Nordisk.
Please find below a statement of the holding of the Novo Nordisk share as per the closure of the trading window as reported to Novo Nordisk.
The share portfolio
| Movements in the | ||||||||||||||||||||||||
| Holding of shares | period 1 January to | Movements since 13 | Portfolio as per | |||||||||||||||||||||
| 31 December 2001 | 13 November 2002 | November 2002 | 21 February 2003 | |||||||||||||||||||||
| Market value of | ||||||||||||||||||||||||
| Total shareholding | total shareholding | |||||||||||||||||||||||
| Bought | Sold | Number of shares | in DKK | |||||||||||||||||||||
Board of
Directors |
92,170 | 14,050 | 0 | 0 | 106,220 | 20,978,450 | ||||||||||||||||||
Executive
Management |
47,645 | 4,355 | 0 | 0 | 52,000 | 10,270,000 | ||||||||||||||||||
All insiders and
connected persons |
754,313 | 148,976,818 | ||||||||||||||||||||||
For background information and definitions, please turn to page 3.
Stock Exchange Announcement No 5/2003
Page 1 of 4
| Novo Nordisk A/S Corporate Communications |
Novo Allé 2880 Bagsvaerd Denmark |
Telephone: +45 4444 8888 Telefax: +45 4444 2314 |
Internet: www.novonordisk.com |
CVR Number: 24256790 |
Table of Contents
The share option portfolio – Board of Directors
| Options | Market value | |||||||||||||||||||||||
| Exercise | outstanding 13 | Exercised since | Outstanding | Exercise | of options | |||||||||||||||||||
| Granted | period | November 2002 | 13 November 2002 | 21 February 2003 | price | (DKK million) | ||||||||||||||||||
1998 |
2001-06 | 0 | 0 | 0 | 190 | 0 | ||||||||||||||||||
1998 |
2002-07 | 0 | 0 | 0 | 125 | 0 | ||||||||||||||||||
1999 |
2003-08 | 19,500 | 0 | 19,500 | 198 | 1 | ||||||||||||||||||
2000 |
2004-07 | 95,920 | 0 | 95,920 | 198 | 5 | ||||||||||||||||||
2000 |
2004-09 | 21,000 | 0 | 21,000 | 198 | 1 | ||||||||||||||||||
2001 |
2005-10 | 0 | 0 | 0 | 332 | 0 | ||||||||||||||||||
Total |
136,420 | 0 | 136,420 | 7 | ||||||||||||||||||||
For background information and definitions, please turn to page 4.
The share option portfolio – Executive Management
| Options | Market value | |||||||||||||||||||||||
| Exercise | outstanding 13 | Exercised since | Outstanding | Exercise | of options | |||||||||||||||||||
| Granted | period | November 2002 | 13 November 2002 | 21 February 2003 | price | (DKK million) | ||||||||||||||||||
1998 |
2001-06 | 10,500 | 0 | 10,500 | 190 | 1 | ||||||||||||||||||
1998 |
2002-07 | 17,000 | 0 | 17,000 | 125 | 2 | ||||||||||||||||||
1999 |
2003-08 | 37,500 | 0 | 37,500 | 198 | 2 | ||||||||||||||||||
2000 |
2004-07 | 200,140 | 0 | 200,140 | 198 | 11 | ||||||||||||||||||
2000 |
2004-09 | 35,000 | 0 | 35,000 | 198 | 2 | ||||||||||||||||||
2001 |
2005-10 | 47,500 | 0 | 47,500 | 332 | 2 | ||||||||||||||||||
Total |
347,640 | 0 | 347,640 | 20 | ||||||||||||||||||||
For background information and definitions, please turn to page 4.
Stock Exchange Announcement No 5/2003
Page 2 of 4
| Novo Nordisk A/S Corporate Communications |
Novo Allé 2880 Bagsvaerd Denmark |
Telephone: +45 4444 8888 Telefax: +45 4444 2314 |
Internet: www.novonordisk.com |
CVR Number: 24256790 |
Table of Contents
Background information and definitions re holding of shares:
Note that in the period 1 January – 25 February 2002 Tove Funder-Nielsen left the Board of Directors, Johnny Henriksen was elected to the Board of Directors and Lise Kingo, executive vice president, joined the Executive Management. Their shares have been included under ‘Movements in the period 1 January – 13 November 2002’.
What is the trading window?
Novo Nordisk’s internal rules on trading in Novo Nordisk securities permit trading in such securities by insiders and connected persons in the 15-calendar-day period following each quarterly announcement.
Who are all insiders and connected persons?
Insiders at Novo Nordisk are defined as members of the Board of Directors, members of the Executive Management, senior vice presidents and all employees reporting directly to them, all employees in Legal Department, Corporate Finance, Investor Relations and Corporate Communications, elected auditors and their deputies as well as certain other employees who by the general counsel have been categorised as insiders. Further, insiders include the following from Novo Nordisk’s parent organisation, Novo A/S, and the Novo Nordisk Foundation: members of the Board of Directors, members of Management and other employees who have access to inside information re Novo Nordisk, as well as elected auditors. The insider register at Novo Nordisk comprises approximately 500 directors, executives and employees.
This group’s reported trading in the Novo Nordisk share also includes trading undertaken by insiders’ spouses/cohabitants or children under the age of 18 as well as any company, foundation and/or other businesses controlled by the insider, his/her spouse/cohabitant and/or children under the age of 18 (connected persons). This brings the group to a total of approximately 1,500–2,000 members.
What are ID code and shares?
The ID code DK001028081 is the code (ISIN) of the Novo Nordisk share on the Copenhagen Stock Exchange. Shares include shares listed on the Copenhagen Stock Exchange and London Stock Exchange as well as ADRs listed on New York Stock Exchange, except for ADRs held in 401(k) retirement plan by US-based employees.
What is market value of the total shareholding?
The market value is the total shareholding of the members of the Board of Directors, of the members of the Executive Management and of the insiders and connected persons as a group, respectively, multiplied by the closing share price on the Copenhagen Stock Exchange on 20 February 2003 of DKK 197.5.
| Stock Exchange Announcement No 5/2003 | Page 3 of 4 |
| Novo Nordisk A/S Corporate Communications |
Novo Allé 2880 Bagsvaerd Denmark |
Telephone: +45 4444 8888 Telefax: +45 4444 2314 |
Internet: www.novonordisk.com |
CVR Number: 24256790 |
Table of Contents
Background information and definitions re holding of options:
As far as options granted in 2000 are concerned please note that the options granted with an exercise period of 2004–07 relates to the combined ‘share investment scheme’ and ‘option grant scheme’ launched in connection with the demerger of Novozymes.
Also note that since 31 December 2001 Lise Kingo, executive vice president, has joined the Executive Management. Her share option portfolio has been included in the number of share options listed as ‘Options outstanding on 13 November 2002’.
What is market value of options?
The calculation of market values of the options is based on the Black-Scholes option-pricing model. Closing price on the Copenhagen Stock Exchange on Thursday 20 February 2003 of DKK 197.5 is used.
Novo Nordisk is a focused healthcare company and a worldleader in diabetes care. In addition, Novo Nordisk has a leading position within areas such as haemostasis management, growth hormone therapy and hormone replacement therapy. Novo Nordisk manufactures and markets pharmaceutical products and services that make a significant difference to patients, the medical profession and society. With headquarters in Denmark, Novo Nordisk employs approximately 18,000 people in 68 countries and markets its products in 179 countries. Novo Nordisk’s B shares are listed on the stock exchanges in Copenhagen and London. Its ADRs are listed on the New York Stock Exchange under the symbol ‘NVO’. For further company information visit www.novonordisk.com
For further information please contact:
| Media: Outside North America: Elin K Hansen Tel (direct): (+45) 4442 3450 |
Investors: Outside North America: Peter Haahr Tel (direct): (+45) 4442 1207 Palle Holm Olesen Tel (direct): (+45) 4442 6175 Christian Kanstrup Tel (direct): (+45) 4443 7801 |
|
| In North America: Susan Jackson Tel (direct): (+1) 609 919 7776 |
In North America: Rasmus Jorgensen Tel (direct): (+1) 212 582 3676 |
| Stock Exchange Announcement No 5/2003 | Page 4 of 4 |
| Novo Nordisk A/S Corporate Communications |
Novo Allé 2880 Bagsvaerd Denmark |
Telephone: +45 4444 8888 Telefax: +45 4444 2314 |
Internet: www.novonordisk.com |
CVR Number: 24256790 |