NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the announcement published on 19 October 2023 by Lifecare AS (the “Company”) regarding the launch of a contemplated private placement (the “Private Placement”).
…
Vis børsmeldingen
Lifecare is pleased to announce that it has raised NOK 42.5 million in gross proceeds through the Private Placement of 17 million new shares in the Company (the “Offer Shares”), at a price per Offer Share of NOK 2.50 (the “Offer Price”).
Tjelta AS, an investment company wholly owned by Jostein Tjelta, subscribed for NOK 20 million and has been allocated 8 million shares in the Private Placement. In addition, Lacal AS, who held 15.43% of the shares in the Company prior to the Private Placement, subscribed for NOK 8 million and has been allocated 3.2 million shares in the Private Placement.
The Private Placement took place through an accelerated bookbuilding process after close of trading on Euronext Growth Oslo on 19 October 2023 with Carnegie AS as bookrunner and manager (the “Manager”).
The Company intends to use the net proceeds from the Private Placement for: (i) Further research and clinical studies of Lifecare’s sensor techology, (ii) Product development of the Sencell Continous Glucose Monitoring system towards market launch in the veterinary market and CE mark preparations for the human market, (iii) Financing of production set-up, including production space and production equipment, (iv) Strengthening the Company’s balance sheet to ensure financial capacity and flexibility to pursue growth opportunities, (v) Continue to develop the organization and internationalize the Company, and (vi) working capital as well as for general corporate purposes.
The share capital increase pertaining to the Private Placement was resolved by the Board of Directors of the Company on 19 October 2023 pursuant to authorizations granted by the annual general meeting held 18 April 2023. Notification of allotment of the Offer Shares, including settlement instructions, will be sent to the applicants through a notification from the Manager on or about 20 October 2023.
In order to facilitate timely delivery of shares to subscribers in the Private Placement, delivery of the new shares allocated in the Private Placement will be made by delivery of existing and unencumbered shares in the Company already listed on Euronext Growth, pursuant to a share lending agreement entered into between the Company, the Manager and Teigland Eiendom AS. The Manager will settle the share loan with new shares in the Company to be issued shortly after payment has been received for the Offer Shares. The Offer Shares will be tradable from allocation.
Following issuance of the Offer Shares, the Company will have an issued share capital of NOK 53,946,296.8 divided into 134,865,742 shares, each with a par value of NOK 0.4.
The Board of Directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Liability Companies Act, the Norwegian Securities Trading Act, the Issuer Rules for Euronext Growth Oslo and Oslo Børs’ Circular no. 2/2014, and is of the opinion that the Private Placement is in compliance with these requirements. The Board has considered alternative structures for the raising of new equity. The Board is of the view that is in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the equity raise as a private placement, the Company has been in a position to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly lower risk compared to a rights issue. In the assessment it has also been taken into consideration that the Private Placement has been structured as a publicly announced bookbuilding process.
The Board of Directors has also considered whether a subsequent offering should be carried in order to further justify the deviation from the equal treatment principle inherent in the Private Placement. Taking into account that the Offer Price in the Private Placement represents a relatively small discount compared to the trading price of the Company’s shares, the size of the Private Placement and the limited increase of the Company’s share capital that the Private Placement entails, and also the costs associated with a subsequent offering (including costs associated with the preparation of a prospectus), the Board of Directors has concluded not to carry out a subsequent offering.
This is Lifecare
Lifecare AS is a clinical stage medical sensor company developing technology for sensing and monitoring of various body analytes. Lifecare’s main focus is to bring the next generation of Continuous Glucose Monitoring (“CGM”) systems to market. Lifecare enables osmotic pressure as sensing principle, combined with the ability to manipulate Nano-granular Tunnelling Resistive sensors (“NTR”) on the sensor body for read-out of pressure variations. Lifecare´s sensor technology is referred to as “Sencell” and is suitable for identifying and monitoring the occurrence of a wide range of analytes and molecules in the human body.
For further information, please contact:
Joacim Holter, CEO, Lifecare AS, joacim.holter@lifecare.no, +47 40 05 90 40
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
This announcement was published on behalf of the Company by Joacim Holter, CEO of the Company on 19 October 2023 at 21:17 CEST.
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation 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 announcement.
Neither the Manager nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
In connection with the Private Placement, the Manager and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Manager and any of its affiliates acting as investors for their own accounts. The Manager does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
Kilde
