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UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
Reference is made to the stock exchange announcement made on 27 September
2024, where it was announced that Oslo Børs has resolved to admit the shares
of Lifecare ASA (the “Company”) to trading on Oslo Børs, alternatively
Euronext Expand (the “Listing”), subject to satisfaction of certain listing
requirements.
In connection with the Listing, the Company has decided to carry out a retail
offering (the “Offering”) of up to 1,000,000 new shares (the “Offer Shares”)
to the public in Norway, Sweden and Denmark on the terms and conditions to be
set out in a prospectus to be published by the Company in connection with the
Offering and the Listing (the “Prospectus”). Launch of the Offering is subject
to the Prospectus being approved by the Norwegian Financial Supervisory
Authority and subsequently published by the Company.
The Company intends to use any net proceeds from the Offering for its
continued R&D activities and investments in machines and equipment, to support
continued business development.
The price at which the Offer Shares will be issued (the “Offer Price”) is NOK
20 per share, representing a discount of approximately 9% to the Value
Weighted Average Price (VWAP) of the Shares on Euronext Growth Oslo on 2
October 2024. Thus, the total gross proceeds to the Company from the Offering
will be up to NOK 20 million.
The Offering will be subject to a lower limit per application of NOK 10,500
and an upper limit per application of NOK 2,000,000 for each investor.
Subject to approval and publication of the Prospectus, the application period
for the Offering is expected to commence at 09:00 hours (CEST) on 8 October
2024 and close at 16:30 hours (CEST) on 15 October 2024. Investors applying
for Offer Shares electronically through the webservices of Nordnet will be
required to submit their applications no later than 23:59 (CEST) on 14 October
2024. The Company, in consultation with the Manager (as defined below),
reserves the right to extend the application period in its sole discretion.
The complete terms and conditions for the Offering, including application
procedures, will be set out in the Prospectus. Applications for Offer Shares
may only be made on the basis of the Prospectus.
The Prospectus is expected to be approved by the Norwegian Financial
Supervisory Authority on 3 October 2024, and subsequently passported to Sweden
and Denmark and published on 4 October 2024. The Prospectus will, subject to
regulatory restrictions, be made available at
Ongoing prospectuses and offerings: - Carnegie Norway.
Advisors
Carnegie AS is acting as manager in connection with the Offering and Listing
(the “Manager”). Nordnet Bank AB is acting as placing agent in the Offering.
Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Company.
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.
Contacts
For further 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
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 Renete Kaarvik, CFO, on the date and
time provided.
Important information
This announcement is not an offer to sell or a solicitation of any offer to
buy any securities of the Company. The information contained in this
announcement is for information purposes only and does not purport to be full
or complete. No reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy, fairness or
completeness.
Copies of this announcement are not being made and may not be distributed or
sent into any other jurisdiction than Norway, Sweden and Denmark, including
but not limited to the United States of America, Australia, Canada.
Any offering of the securities referred to in this announcement will be made
by means of a prospectus. This announcement 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 the prospectus to be published when securities are
offered to the public or admitted to trading on a regulated market, and
repealing Directive 2003/71/EC (together with any related implementing and
delegated regulations, the “Prospectus Regulation”). Investors should not
invest in any securities referred to in this announcement except on the basis
of information contained in the aforementioned prospectus.
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 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 offering in the United States or
to conduct a public offering of securities in the United States.
Copies of this announcement are not being, and should not be, distributed in
or sent into the United States (including its territories and possessions, any
State of the United States and the District of Columbia), Australia, Canada or
Japan. The securities described herein have also not been and will not be
registered under the applicable securities laws of the United States,
Australia, Canada or Japan and, subject to certain exemptions, may not be
offered or sold in or into or for the account or benefit of any person having
a registered address in, or located or resident in the United States,
Australia, Canada or Japan. There will be no public offering of the securities
described herein in the United States, Australia, Canada or Japan.
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”, “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 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. Neither the Company nor the Manager undertake any obligation to
review, update, confirm or 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 communication.
The Manager is acting exclusively for the Company and no one else in
connection with the Offering. It will not regard any other person as its
clients in relation to the planned Offering and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in relation to the offering, the contents of
this announcement or any transaction, arrangement or other matter referred to
herein.
Neither the Manager nor any of its directors, officers, employees, advisers or
agents accept any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this release (or whether any information
has been omitted from the release) or any other information relating to the
Company, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available, or for any loss howsoever arising
from any use of this release or its contents or otherwise arising in
connection therewith.
Kilde
