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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.
Reference is made to the previous stock exchange announcements published by
Lifecare ASA (“Lifecare” or the “Company”) regarding the partially
underwritten rights issue of between 49,199,128 and 59,038,955 new shares in
the Company (the “Offer Shares”) at a subscription price of NOK 1.52442 per
Offer Share (the “Subscription Price”), raising gross proceeds between NOK 75
million and NOK 90 million (the “Rights Issue”). The subscribers in the Rights
Issue will be allocated one warrant for every two Offer Shares allocated to,
and paid, by them in the Rights Issue (the “Warrants”). The Company will issue
between 24,599,564 and 29,519,478 Warrants.
The subscription period will commence today.
Carnegie AS is acting as Manager in the Rights Issue (the “Manager”).
Allocation of Subscription Rights and Warrants:
The shareholders of the Company as of 16 May 2024 (and being registered as
such in Euronext Securities Oslo, the Norwegian Central Securities Depository
(the “VPS”) at the expiry of 22 May 2024 pursuant to the VPS’ two days’
settlement procedure (the “Record Date”)) (the “Existing Shareholders”), have
been granted subscription rights (the “Subscription Rights”) in the Rights
Issue that provide preferential rights to subscribe for, and be allocated,
Offer Shares at the Subscription Price.
The Existing Shareholders have been granted 0.437760 Subscription Rights for
each existing share in the Company registered as held by each Existing
Shareholder at the Record Date, rounded down to the nearest whole Subscription
Right. Each whole Subscription Right will, subject to applicable law, give the
right to subscribe for, and be allocated, one Offer Share at the Subscription
Price. Over-subscription and subscription without Subscription Rights is
permitted, however, there can be no assurance that Offer Shares will be
allocated for such subscriptions.
The subscribers in the Rights Issue will be allocated one Warrant issued by
the Company for every two Offer Shares allocated to, and paid by, them in the
Rights Issue. Each Warrant will, subject to applicable law, give the right to
subscribe for one new share in the Company.
The grant or purchase of Subscription Rights and the subscription of Offer
Shares and Warrants by persons resident in, or who are citizens of, countries
other than Norway, may be affected by the laws of the relevant jurisdiction.
Further, no Offer Shares, Subscription Rights or Warrants will be offered or
sold within the United States, except in reliance on an exemption from the
registration requirements of the U.S. Securities Act. For a further
description of such restrictions, reference is made to Section 5.17 “Selling
and transfer restrictions” in the national prospectus prepared for the Rights
Issue, dated 28 May 2024 (the “Prospectus”).
The Prospectus is, subject to applicable local securities laws, available via
the website of the Company (www.lifecare.no/preferential-rights-issue) and at
the website of the Manager
(www.carnegie.no/ongoing-prospectuses-and-offerings).
Subscription period:
The subscription period commences on 30 May 2024 at 09:00 (CEST) and expires
on 13 June 2024 at 16:30 (CEST) (the “Subscription Period”).
Subscription Rights:
The Subscription Rights will be tradable on Euronext Growth Oslo under the
ticker code “LIFET” from 30 May 2024 at 09:00 hours (CEST) until 7 June 2024
at 16:30 hours (CEST). The Subscription Rights will hence only be tradable
during a part of the Subscription Period. The ISIN of the Subscription Rights
is NO0013250563.
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period on 13 June 2024 at 16:30 (CEST) or not sold
before 16:30 (CEST) on 7 June 2024 will have no value and will lapse without
compensation to the holder.
The Subscription Rights are expected to have an economic value if the
Company’s shares trade above the Subscription Price during the Subscription
Period. Existing Shareholders who do not use their Subscription Rights will
experience a dilution of their shareholding in the Company. If Warrants are
exercised, there will be additional dilution.
Warrants:
The subscribers in the Rights Issue will without cost to them be allocated one
Warrant to be issued by the Company for every two Offer Shares allocated to,
and paid by, them in the Rights Issue. Each Warrant will give the holder a
right to subscribe for one new share in the Company at the Exercise Price (as
defined below).
The Warrants may be exercised during the exercise period from 2 June 2025 to
13 June 2025.
The Company shall use reasonable efforts to seek to ensure that the Warrants
are admitted to trading on a relevant trading venue as soon as possible
following completion of the Rights Issue, but there can be no assurance that
such admittance to trading will be obtained. Information concerning whether
the Warrants will be admitted to trading will be provided when such
information is available to the Company.
The Warrants are expected to have an economic value if the Company’s shares
trade above the Exercise Price for the Warrants during the exercise period.
Holders of Warrants who do not use their Warrants will experience a dilution
of their shareholding in the Company.
Any Warrants not subscribed within the end of the subscription period will not
be allocated. Warrants not sold or exercised before 16:30 hours (CEST) on 13
June 2025 will have no value and will lapse without compensation to the
holder.
Subscription Price for Offer Shares and Exercise Price for Warrants:
The Subscription Price is NOK 1.52442 per Offer Share.
The Warrants may be exercised during the exercise period from 2 June 2025 to
13 June 2025 at a subscription price equal to the volume-weighted average
price (VWAP) of the Company’s shares on Euronext Growth Oslo on the three last
trading days prior to the first date on which the holder can exercise the
Warrant in the exercise period less 30%, but in any event not exceeding NOK
1.98174 (the subscription price in the Rights Issue plus 30%) (the “Exercise
Price”). The Exercise Price may not be lower than the par value of the
Company’s shares.
No payment shall be made for the Warrants.
Subscription procedure:
In order to subscribe for Offer Shares and Warrants, investors need to
complete the subscription form attached to the Prospectus as Appendix C (the
“Subscription Form”) and submit it to the Manager at the address or email
address set out in the Prospectus by 16:30 hours (CEST) on 13 June 2024.
Subscribers who are Norwegian residents with a Norwegian personal
identification number who wish to subscribe for Offer Shares are encouraged to
do so through the VPS online subscription system (or by following the link on
www.carnegie.no/ongoing-prospectuses-and-offerings, which will redirect the
subscriber to the VPS online subscription system).
The Warrants will be subscribed for through delivery of a correctly completed
Subscription Form prior to the expiry of the Subscription Period (i.e. on 13
June 2024 at 16:30 hours (CEST)).
Conditions for completion of the Rights Issue:
The completion of the Rights Issue is subject to the share capital increase
pertaining to the Rights Issue being registered with the Norwegian Register of
Business Enterprises, and the new shares to be issued in the Rights Issue
subsequently being issued in the VPS.
The underwriting:
Certain existing shareholders and an external investor (jointly, the
“Underwriters”) have, pursuant to, and subject to, the terms and conditions of
the separate underwriting agreements entered into on 25 April 2024 between the
Company and the Underwriters (the “Underwriting Agreements”), underwritten in
aggregate NOK 75 million of the Rights Issue (the “Total Underwriting
Obligation”). Any Offer Shares subscribed in the Rights Issue will reduce the
underwriting commitment of the Underwriters.
The Total Underwriting Obligation is divided in two tranches. Teigland Eiendom
AS, Lacal AS, Tjelta AS, and Hannibal Invest AS, have underwritten a total of
NOK 25 million of the Rights Issue (the “Bottom Guarantee”), for a
compensation of 10% of their underwritten amount under the Bottom Guarantee
payable in cash or in new shares in the Company at the subscription price in
the Rights Issue, or as a combination of cash and new shares.
In addition to the Bottom Guarantee, Munkekullen 5 Förvaltning AB and Buntel
AB have underwritten a total of NOK 50 million of the Rights Issue (the “Top
Guarantee”), for a compensation in the form of an aggregate of 25 million
warrants at equal terms to the Warrants issued in the Rights Issue (the
“Additional Warrants”), subject to the number of Additional Warrants
constituting minimum 9% of the maximum outstanding shares in the Company after
the Rights Issue, including the Offer Shares and Warrants issued in connection
with the Rights Issue, limited upwards to 37.5 million Additional Warrants.
Financial intermediaries:
If an Existing Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Existing Shareholder details of the aggregate number of
Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each Existing Shareholder with this
information in accordance with its usual customer relations procedures.
Existing Shareholders holding their shares in the Company through a financial
intermediary should contact the financial intermediary if they have received
no information with respect to the Rights Issue.
Subject to applicable law, Existing 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 Section 5.17 “Selling and transfer restrictions”
in the Prospectus for a description of certain restrictions and prohibitions
applicable to the sale and purchase of Subscription Rights in certain
jurisdictions outside Norway.
Existing Shareholders who hold their Shares through a financial intermediary
and who are Ineligible Shareholders (as defined in the Prospectus) will not be
entitled to exercise their Subscription Rights but may, subject to applicable
law, instruct their financial intermediary to sell their Subscription Rights
transferred to the financial intermediary. As described in Section 5.8.2
“Subscription Rights” of the Prospectus, neither the Company nor the Manager
will sell any Subscription Rights transferred to financial intermediaries.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the minimum subscription amount in the Rights
Issue, the Company expects that the share capital increase pertaining to the
Rights Issue will be registered with the Norwegian Register of Business
Enterprises on or about 20 June 2024 and that the Offer Shares will be
delivered to the VPS accounts of the subscribers to whom they are allocated on
or about 20 June 2024.
The Offer Shares are expected to be tradable on Euronext Growth Oslo from and
including 20 June 2024.
The Warrants are expected to be registered with the Norwegian Register of
Business Enterprises on or about 24 June 2024 and to be delivered to the VPS
accounts of the subscribers to whom they are allocated on or about 24 June
2024.
Contacts:
For more information, please contact:
Joacim Holter, CEO, joacim.holter@lifecare.no, +47 40 05 90 40
Renete Kaarvik, CFO, renete.kaarvik@lifecare.no, +47 94 83 82 42
For information about the Rights Issue, please contact the Manager: +47 22 00
93 60
Disclosure regulation:
This information is published in accordance with the requirements of the
Continuing Obligations for companies listed on Euronext Growth Oslo and
section 5-12 of the Norwegian Securities Trading Act.
About Lifecare:
Lifecare 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 and in pets.
Important information:
Any offering of the securities referred to in this announcement will be made
by means of the Prospectus which has been registered with the Norwegian
Register of Business Enterprises. Neither the Financial Supervisory Authority
of Norway nor any other public authority has carried out any form of review,
control, or approval of the Prospectus. The Prospectus does not constitute an
EEA prospectus.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 on prospectuses to be published when securities are offered to
the public or admitted to trading on a regulated market, and repealing
Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the
“Prospectus Regulation”). Investors should not subscribe for any securities
referred to in this announcement except on the basis of information contained
in the Prospectus. Copies of the Prospectus will, following publication, be
available from the Company’s registered office and, subject to certain
exceptions, on the website of the Manager.
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.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred
to as “Relevant Persons”). These materials are directed only at Relevant
Persons and must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this announcement
relates is available only to 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.
This document is not for publication or distribution in, directly or
indirectly, Australia, Canada, Japan, the United States or any other
jurisdiction in which such release, publication or distribution would be
unlawful, and it does not constitute an offer or invitation to subscribe for
or purchase any securities in such countries or in any other jurisdiction. In
particular, the document and the information contained herein should not be
distributed or otherwise transmitted into the United States or to publications
with a general circulation in the United States of America.
The Manager is acting for the Company in connection with the Rights Issue and
no one else and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Rights Issue or any transaction or arrangement referred to in
this announcement.
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 “anticipate”, “believe”,
“continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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 believes 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 its
control. 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
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without
notice, and each of the Company, the Manager and its affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new
information, future developments or otherwise. This announcement is made by
and is the responsibility of, the Company. Neither the Manager nor any of its
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.
No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.
This information is subject to disclosure under the Norwegian Securities
Trading Act, §5-12. The information was submitted for publication at
2024-05-30 08:00 CEST.
Kilde
