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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Reference is made to the stock exchange announcement by Lifecare ASA (the
“Company”) on 2 June 2025 regarding the exercise price for the 4,193,806
warrants (the “Warrants”) issued in connection with the partially underwritten
rights issue of new shares in the Company completed in June 2024 (the “Rights
Issue”).
Each Warrant gives the holder a right to subscribe for one new share in the
Company at an exercise price per share of NOK 5.31681 (the “Exercise Price”).
The exercise period for the Warrants will commence at 09:00 hours (CEST)
today, 2 June 2025, and expire at 16:30 hours (CEST) on 13 June 2025 (the
“Exercise Period”).
The Warrants are listed and tradeable on Euronext Growth Oslo under the ticker
code “LIFES”. The trading in the Warrants will be suspended four days before
the end of the Exercise Period to facilitate the settlement of the exercised
Warrants. The Warrants will thus be tradeable until 16:30 hours (CEST) on 6
June 2025.
Warrants that are not exercised to subscribe for new shares before the end of
the Exercise Period at 16:30 hours (CEST) on 13 June 2025 or sold before 16:30
hours (CEST) on 6 June 2025 will have no value and will lapse without
compensation to the holder. Holders of Warrants who do not exercise their
Warrants within the Exercise Period may experience a dilution of their
shareholding in the Company.
Exercise procedure
The Warrants are exercised through the submission of a duly completed exercise
form for the Warrants (the “Exercise Form”) to DNB Carnegie, a part of DNB
Bank ASA, (the “Manager”) at the address or email address set out in the
Exercise Form within the Exercise Period or through the VPS online
subscription system within the Exercise Period. The Exercise Form is available
at the Manager’s website www.dnb.no/emisjoner. By completing and submitting an
Exercise Form, the holder of the relevant Warrants irrevocably undertakes to
subscribe for and acquire a number of new shares equal to the number of
Warrants exercised at the Exercise Price.
Payment for and delivery of shares
Notification of the total exercise amount to be paid by each subscriber are
expected to be distributed in a letter from the VPS on or about 16 June 2025.
The payment for new shares to be issued to a subscriber falls due on 19 June
2025 (the “Payment Date”).
Subject to timely payment of the aggregate exercise amount for the new shares
on 19 June 2025, the Company expects that the share capital increase
pertaining to the issuance of the new shares will be registered with the
Norwegian Register of Business Enterprises on or about 24 June 2025 and that
shares will be delivered to the VPS accounts of the subscribers to whom they
are allocated on or about 25 June 2025.
A subscriber’s default in timely payment of the aggregate exercise price for
the new shares subscribed by such subscriber may, at the Company’s and the
Manager’s sole discretion, result in the subscribed new shares not being
issued. In such an event, the exercised Warrants may be considered forfeited
and will not give a right to subscribe for new shares.
Financial intermediaries
If Warrants are registered through a financial intermediary, the financial
intermediary will customarily give the holder details of the aggregate number
of Warrants which it is entitled to exercise. The relevant financial
intermediary will customarily supply each holder with this information in
accordance with its usual customer relations procedures. Holders of Warrants
through a financial intermediary should contact the financial intermediary if
they have received no information with respect to the Warrants.
Listing and commencement of trading
The shares received upon exercise of Warrants will be listed on Euronext Oslo
Børs under ISIN NO0013355859 and ticker code “LIFE”. The shares will be listed
as soon as the new shares are fully paid, the share capital increase
pertaining to the issuance of the new shares has been registered in the
Norwegian Register of Business Enterprises, and the new shares have been
issued in the VPS.
The shares received upon exercise of Warrants may not be transferred or traded
before (i) the new shares have been fully paid, (ii) the share capital
increase pertaining to the issuance of the new shares has been registered with
the Norwegian Register of Business Enterprises, and (iii) the new shares have
been issued in the VPS.
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.
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 (EU) 2017/1129 of the European Parliament and of
the Council, of 14 June 2017, as amended Regulation, on the prospectus to be
published when securities are offered to the public (together with any
applicable implementing measures in any EEA 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 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
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 its affiliates make any representation as to
the accuracy or completeness of this announcement and the Manager does not
accept any responsibility or liability 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 accept any liability arising
from the use of this announcement.
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.
About us
Lifecare ASA is a medical sensor company developing technology for sensing and
monitoring of various body analytes. Lifecare’s focus is to bring the next
generation of Continuous Glucose Monitoring (“CGM”) systems to market.
Lifecare enables osmotic pressure as sensing principle. Lifecare’s sensor
technology 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 subject to disclosure under the Norwegian Securities
Trading Act, §5-12. The information was submitted for publication at
2025-06-02 07:10 CEST.
Kilde
