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placement of 30,000,000 new shares (the “Private Placement Shares”) with gross
proceeds of the NOK equivalent of approximately SEK 135 million with a minimum
subscription per subscriber of the NOK equivalent of EUR 100,000 (the “Private
Placement”), directed pro-rata towards existing shareholders holding more than
400,000 shares in the Company (other than Avanza Bank AB) (the “Eligible
Shareholders”), and a fully guaranteed repair issue of new shares in the Company
with gross proceeds of the NOK equivalent of approximately SEK 15 million (the
“Subsequent Offering”), directed pro-rata towards all existing shareholders
other than the Eligible Shareholders, as further described below.
The Company is pleased to announce that the Private Placement has been
successfully placed, through an allocation of 30,202,366 new shares in the
Company at the offer price of NOK 4.50 per share, for gross proceeds of NOK
135,910,647 (equivalent to approximately SEK 135 million). 25,199,640 Private
Placement Shares were allocated to Eligible Shareholders, based on a pro-rata
allocation. The guarantors, Monsun AS and Auris AS were allocated the remaining
5,002,726 Private Placement Shares, as follows:
- Monsun AS: 4,288,050 Private Placement Shares
- Auris AS: 714,676 Private Placement Shares
The net proceeds from the Private Placement will be used to fund the Company’s
expansion into the United Kingdom and for general corporate purposes.
The below primary insider was allocated new shares at the Offer Price in the
Private Placement:
board member Magne Jordanger, have been allocated 20,229,274 and 5,022,570
Private Placement Shares, respectively (in aggregate: 25,251,844 Private
Placement Shares). Gallivant S.à r.l. and Monsun AS will, subject to completion
of the Private Placement own 47,410,660 and 6,009,520 shares, respectively, in
the Company.
A PDMR notice will be disclosed separately.
Settlement
The date for payment of the Private Placement is expected to be on or about 14
February 2025 (the “Payment Date”). The new shares in the Private Placement are
expected to be delivered on or about 17 February 2025, and are subject to
turnaround time for registration of the share capital increase relating to the
Private Placement with the Swedish Companies Registration Office (“SCRO”). The
shares allocated in the Private Placement will be tradable on Euronext Growth
Oslo when the new shares have been registered with the SCRO and registered by
Euroclear Sweden and Euronext Securities Oslo, respectively, expected on or
about 17 February 2025. The Company will announce when such registration has
taken place.
Subsequent offering
The Company will, subject to the publication of a national (Norwegian)
prospectus, carry out the Subsequent Offering.
The Subsequent Offering will, subject to applicable securities law, be directed
towards all existing shareholders in the Company other than the Eligible
Shareholders as of 13 December 2024 (as registered in Euronext Securities Oslo
or Euroclear, as applicable, on 17 December 2024, 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 Company expects to publish the national (Norwegian) prospectus for the
Subsequent Offering in the beginning of January 2025, and thereafter commence a
two-week application period for the Subsequent Offering.
Advisors
SpareBank 1 Markets AS (“SpareBank 1 Markets”) has been appointed as financial
advisor in connection with the Private Placement and the Subsequent Offering.
Schjødt law firm acts as legal counsel to the Company.
For further information, please contact CEO, Fredrik Palm,
fredrik.palm@inify.com, or visit https://www.inify.com
The future of pathology
Inify Laboratories provides cancer diagnostics through ultramodern laboratory
services within pathology. It uses a fully digital, standardized and AI
-supported workflow to optimize quality and response times, initially within
prostate. The concept is scalable and can be extended to other diagnoses.
The service includes the whole chain of sample handling: from logistics to
sample preparation, to reporting by a pathologist. The report is assisted by our
own AI, proven in clinical studies to have world-leading accuracy. The complete
workflow is supported by a tailor-made process control system.
The company, based in Sweden, became independent in 2022 through a spin-off from
ContextVision(https://www.contextvision.com/), with 40 years of experience
within digital imaging for medical applications. It is listed on Euronext Growth
Oslo under the ticker INIFY.
This information is subject to the disclosure requirements pursuant to section 5
-12 the Norwegian Securities Trading Act.
Important information
The release, announcement or distribution of this press release may, in certain
jurisdictions, be subject to restrictions. The recipients of this press release
in jurisdictions where this press release has been published or distributed
shall inform themselves of and follow such restrictions. The recipient of this
press release is responsible for using this press release, and the information
contained herein, in accordance with applicable rules in each jurisdiction. The
information in this press release does not contain or constitute an offer to
acquire, subscribe or otherwise trade in shares, subscription rights or other
securities in the Company in any jurisdiction. Any invitation to the persons
concerned to subscribe for shares in the Subsequent Offering will only be made
through the national (Norwegian) prospectus which the Company expects to publish
in the beginning of January 2025.
This press release does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in new shares. Any investment decision in connection with the Private
Placement and Subsequent Offering must be made on the basis of all publicly
available information relating to the Company and the Company’s shares. Such
information has not been independently verified by SpareBank 1 Markets. The
information contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness. SpareBank 1 Markets is acting for the Company in connection with
the transaction and no one else and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients nor for giving
advice in relation to the transaction or any other matter referred to herein.
This press release does not constitute a recommendation concerning any
investor’s option with respect to the Private Placement and Subsequent Offering.
Each investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data described in
this announcement and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a guide to future
performance.
The information contained in this press release is not intended for, and must
not be accessed by, or distributed or disseminated, directly or indirectly, in
whole or in part, to persons resident or physically present in the United States
of America (including its territories and possessions, any state of the United
States and the District of Columbia) (the “United States”), Australia, Canada,
Hong Kong, Japan, New Zealand, Singapore, South Africa, United Kingdom or any
other jurisdiction where such action is wholly or partially subject to legal
restrictions, or would require additional prospectuses, registration or other
measures than those required by Norwegian law. The information in the press
release does not constitute any offer regarding subscription rights, paid
subscribed shares or shares in the Company (“Securities”) to any person in said
jurisdictions. The information in the press release may not be forwarded or
reproduced in such a manner that contravenes such restrictions or gives cause to
such requirements.
No securities have been or will be registered under the United States Securities
Act of 1933, as amended (the “Securities Act”) or the securities legislation of
any state or other jurisdiction in the United States and may not be offered,
subscribed for, exercised, used, pledged, sold, resold, granted, delivered or
otherwise transferred, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a transaction not subject
to, the registration requirements under the Securities Act and in compliance
with the securities legislation in the relevant state or any other jurisdiction
of the United States.
Within the European Economic Area (“EEA”), no public offering of Securities is
made in other countries than Sweden or Norway. In other member states of the EU,
such an offering of Securities may only be made in accordance with the
Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”). In other
member states of the EEA which have implemented the Prospectus Regulation in its
national legislation, any offer of Securities may only be made in accordance
with an applicable exemption in the Prospectus Regulation and/or in accordance
with an applicable exemption under a relevant national implementation measure.
In the United Kingdom, this document and any other materials in relation to the
securities described herein is only being distributed to, and is only directed
at, and any investment or investment activity to which this document relates is
available only to, and will be engaged in only with, “qualified investors” who
are (i) persons having professional experience in matters relating to
investments who fall within the definition of “investment professionals” in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as “relevant persons”). In the United Kingdom, any investment or
investment activity to which this communication relates is available only to,
and will be engaged in only with, relevant persons. Persons who are not relevant
persons should not take any action on the basis of this press release and should
not act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the
Company’s intentions, beliefs, or current expectations about and targets for the
Company’s future results of operations, financial condition, liquidity,
performance, prospects, anticipated growth, strategies and opportunities and the
markets in which the Company’s operates. Forward-looking statements are
statements that are not historical facts and may be identified by words such as
“believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”,
“should”, “could”, “aim” or “might”, or, in each case, their negative, or
similar expressions. The forward-looking statements in this press release are
based upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that the expectations reflected in
these forward-looking statements are reasonable, it can give no assurances that
they will materialize or prove to be correct. Because these statements are based
on assumptions or estimates and are subject to risks and uncertainties, the
actual results or outcome could differ materially from those set out in the
forward-looking statements as a result of many factors. Such risks,
uncertainties, contingencies and other important factors could cause actual
events to differ materially from the expectations expressed or implied in this
release by such forward-looking statements. The Company does not guarantee that
the assumptions underlying the forward-looking statements in this press release
are free from errors and readers of this press release should not place undue
reliance on the forward-looking statements in this press release. The
information, opinions and forward-looking statements that are expressly or
implicitly contained herein speak only as of its date and are subject to change
without notice. Neither the Company nor anyone else undertake to review, update,
confirm or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this press release.
Information to distributors
Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures (together,
the “MiFID II Product Governance Requirements”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
“manufacturer” (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the shares in the Company
have been subject to a product approval process, which has determined that such
shares are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the “Target
Market Assessment”). Notwithstanding the Target Market Assessment, Distributors
should note that: the price of the shares in the Company may decline and
investors could lose all or part of their investment; the shares in The Company
offer no guaranteed income and no capital protection; and an investment in the
shares in the Company is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the new share issue. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, SpareBank1 Markets
will only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the shares in
the Company.
Each distributor is responsible for undertaking its own target market assessment
in respect of the shares in the Company and determining appropriate distribution
channels.
Kilde
