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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
Reference is made to the previous stock exchange announcements by Lifecare ASA
(“Lifecare” or the “Company”) regarding the partially underwritten rights
issue of between 160,000,000 and 200,000,000 new shares in the Company (the
“Offer Shares”) at a subscription price of NOK 0.50 per Offer Share (the
“Subscription Price”), raising gross proceeds between NOK 80 million and NOK
100 million (the “Rights Issue”).
The subscription period for the Rights Issue will commence today, 7 January
2026 at 09:00 (CET) and expire on 21 January 2026 at 16:30 (CET) (the
“Subscription Period”). The Subscription Rights (as defined below) will be
tradable on Euronext Oslo Børs from 7 January 2026 at 09:00 hours (CET) until
15 January 2026 at 16:30 hours (CET).
DNB Carnegie, a part of DNB Bank ASA, and SB1 Markets AS are acting as
managers in the Rights Issue (the “Managers”).
Allocation of Subscription Rights and Warrants:
The shareholders of the Company as of 2 January 2026 (and being registered as
such in Euronext Securities Oslo, the Norwegian Central Securities Depository
(the “VPS”) at the expiry of 6 January 2026 pursuant to the VPS’ two days’
settlement procedure (the “Record Date”)) who are not resident in a
jurisdiction where such offering would be unlawful or (in jurisdictions other
than Norway) would require any prospectus, filing, registration or similar
action (the “Existing Shareholders”), have been granted subscription rights
(the “Subscription Rights”) in the Rights Issue that, subject to applicable
law, provide preferential rights to subscribe for, and be allocated, Offer
Shares at the Subscription Price.
The Existing Shareholders have been granted 10.49 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. In accordance with the allocation criteria set out in the
EEA prospectus prepared by the Company for the Rights Issue, dated 6 January
2026 (the “Prospectus”), Offer Shares not allocated based on Subscription
Rights exercised in the Subscription Period shall be allocated on a pro rata
basis to the Underwriters (as defined below) who have subscribed for Offer
Shares, before being allocated to subscribers who have exercised Subscription
Rights and who have over-subscribed (on a pro rata basis based on the number
of Subscription Rights exercised). For a description of the complete
allocation criteria applicable to the Rights Issue, see section 13.8.4
“Allocation of the Offer Shares” of the Prospectus.
Subscribers in the Rights Issue will, without cost, receive warrants (Nw.
frittstående tegningsretter) in two series as follows: (a) three (3) warrants
for every four (4) Offer Shares allocated to, and paid by, them in the Rights
Issue, which will be exercisable in the exercise period from 2 March 2026 to
13 March 2026 (“Warrants Series 1”); and (b) three (3) warrants for every four
(4) Offer Shares allocated to, and paid by, them in the Rights Issue, which
will be exercisable in the exercise period from 1 June 2026 to 12 June 2026
(“Warrants Series 2” and together with Warrants Series 1, the “Warrants”). In
addition, the Underwriters (as defined below) will receive (a) three (3)
Warrants Series 1 for every four (4) new shares in the Company subscribed by
them as underwriting commission (as described below); and (b) three (3)
Warrants Series 2 for every four (4) new shares in the Company subscribed by
them as underwriting commission. Consequently, up to 328,800,000 Warrants will
be issued in connection with the Rights Issue.
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 and restrictions of the
relevant jurisdiction. For a further description of such restrictions,
reference is made to Section 15 “Selling and transfer restrictions” of the
Prospectus.
Subject to regulatory restrictions in certain jurisdictions, the Prospectus is
available at www.lifecare.no (http://www.lifecare.no/), www.dnb.no/emisjoner
(https://protect.checkpoint.com/v2/r02/http://www.dnb.no/jrnxotsjw.YzJlOnNjaGpkdGFzOmM6bzpiYTI0ODk4N2Q4N2QyNTk4YTUyM2MzNzE4Y2Q2MDFhOTo3OjJmNjc6ZDM0Yzk3ZDA0YTUzODM2NmJkZjdiM2ZkZjFjNzM3ZDdiNDBjYjg0MTcxMjk2NGI3YjQyYTg0NjZmNDdjYmVjNDpwOkY6VA)
and www.sb1markets.no/transaksjoner/
(https://protect.checkpoint.com/v2/r02/https://www.sb1markets.no/ywfsxfpxotsjwd.YzJlOnNjaGpkdGFzOmM6bzo4MjA2MjI3ZmIxY2FjNWJiOWRjYWZiMzJjODRlN2M0NDo3OmYyNjk6OTE5OTc4YzRhYzYwNzJiZmIwODY0MjYwZDEzYjc3YzQ3YTczMTdkZDdiM2EzMjAyNjViZjQ3ZWRjZDE1MGRjYzpwOlQ6VA).
Subscriptions may only be made on the basis of the Prospectus and the
subscription procedures set out therein (see further information included
below).
Subscription Rights:
The Subscription Rights will be tradable on Euronext Oslo Børs under the
ticker code “LIFET” from 7 January 2026 at 09:00 hours (CET) until 15 January
2026 at 16:30 hours (CET). The Subscription Rights will hence only be tradable
during a part of the Subscription Period.
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period on 21 January 2026 at 16:30 (CET) or not
sold before 15 January 2026 at 16:30 (CET) 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:
Each Warrant will give the holder a right to subscribe for one (1) new share
in the Company at a subscription price equal to 70% of the volume-weighted
average price (VWAP) of the Company’s shares on Euronext Oslo Børs on the last
ten (10) trading days prior to the first date on which the holder can exercise
the Warrant in the relevant exercise period, but in any event not exceeding
NOK 0.625 (the subscription price in the Rights Issue plus 25%) (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.
The Company shall use reasonable efforts to seek to ensure that the Warrants
are admitted to trading on Euronext Oslo Børs as soon as possible following
completion of the Rights Issue, but there can be no assurance that such
admittance to trading will be obtained. Further information regarding the
admission to trading of the Warrants 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 relevant exercise
period.
Any Warrants not subscribed within the end of the Subscription Period will not
be allocated. Warrants Series 1 not sold before 16:30 (CET) on 6 March 2026 or
exercised before 16:30 hours (CET) on 13 March 2026 and Warrants Series 2 not
sold before 16:30 (CET) on 5 June 2026 or exercised before 16:30 (CET) on 12
June 2026 will have no value and will lapse without compensation to the
holder.
Subscription procedure:
In order to subscribe for Offer Shares and Warrants, investors must complete
the subscription form attached to the Prospectus as Appendix A (the
“Subscription Form”) and submit it to one of the Managers in accordance with
the instructions set out in Section 13.10.2 “Subscription procedure” of the
Prospectus by 16:30 hours (CET) on 21 January 2026.
Subscribers who are Norwegian citizens may subscribe for Offer Shares by
following the link on www.dnb.no/emisjoner
(https://protect.checkpoint.com/v2/r02/http://www.dnb.no/jrnxotsjw.YzJlOnNjaGpkdGFzOmM6bzo4MjA2MjI3ZmIxY2FjNWJiOWRjYWZiMzJjODRlN2M0NDo3OmRhMDE6MTVhNThlNjc2ZDZmZGI3YTllMmRkMzFkYjlmM2ViZDRjNjcwOGRmODIzOTYxMDM2ZWRjMDlkYmRkNTEyM2U1NzpwOlQ6VA)
and www.sb1markets.no/transaksjoner/
(https://protect.checkpoint.com/v2/r02/http://www.sb1markets.no/ywfsxfpxotsjwd.YzJlOnNjaGpkdGFzOmM6bzo4MjA2MjI3ZmIxY2FjNWJiOWRjYWZiMzJjODRlN2M0NDo3OmNkNWI6MDM0YjE2MDNlMDMwNDdiOWFmNzZhMjk3MTRmZGVlNzFmMTMxODJlN2Q0MjBmNmQ0ZjQ3MWVjZWYwMmZiM2NlNzpwOlQ6VA),
which will redirect the subscriber to the VPS online subscription system. In
order to use the online subscription system, the subscriber must have, or
obtain, a VPS account number.
Please see Section 13.10.2 “Subscription procedure” of the Prospectus for
further information. Subscriptions may only be made on the basis of the
Prospectus.
The underwriting:
Certain external underwriters and existing shareholders of the Company
(jointly, the “Underwriters”) have in accordance with, and subject to, the
terms and conditions of separate underwriting agreements entered into on 21
October 2025 between the Company and the Underwriters, undertaken to guarantee
on a pro-rata basis (not jointly) to subscribe for Offer Shares in the Rights
Issue with an aggregate subscription amount of NOK 80 million (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:
The external Underwriters Fenja Capital I A/S, Buntel AB, Maven Investment
Partners Ltd, L1 Capital Global Opportunities Master Fund, Anavio Capital
Partners Llp, and MP Pensjon PK have underwritten a total of NOK 40 million of
the Rights Issue (the “Bottom Guarantee”). Each Underwriter under the Bottom
Guarantee may elect to receive, as compensation for its underwriting
obligation, either (i) 12% of its underwriting obligation under the Bottom
Guarantee to be settled in cash or (ii) 12% of its underwriting obligation
under the Bottom Guarantee to be settled in kind by issuance of new shares in
the Company at the Subscription Price in the Rights Issue, together with such
number of Warrants corresponding to the number of new shares issued to the
Underwriter as underwriting commission for the underwriting obligation under
the Bottom Guarantee.
In addition to the Bottom Guarantee, the existing shareholders LHH AS, Lacal
AS, Tjelta AS, Teigland Eiendom AS, Mowinckel Invest AS, Moun10 AS, and Hans
Hekland have underwritten a total of NOK 40 million of the Rights Issue (the
“Top Guarantee”). Each Underwriter under the Top Guarantee shall receive 12%
of its underwriting obligation under the Top Guarantee to be settled in kind
by issuance of new shares in the Company at the Subscription Price in the
Rights Issue, together with such number of Warrants corresponding to the
number of new shares issued to the Underwriter as underwriting commission for
the underwriting obligation under the Top Guarantee.
The Underwriters of the Top Guarantee shall first be allocated shares not
subscribed in the Rights Issue. Secondly, and subject to the Top Guarantee
having been fully utilized, shares not subscribed in the Rights Issue shall be
allocated to the Underwriters of the Bottom Guarantee.
For further details on the terms and conditions of the underwriting by the
Underwriters, see section 13.15 “The Underwriting” of the Prospectus.
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 28 January 2026 and that the Offer Shares will be
delivered to the VPS accounts of the subscribers to whom they are allocated on
or about 28 January 2026. The Offer Shares are expected to be tradable on
Euronext Oslo Børs on or about 28 January 2026.
Important information
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this announcement may not be sent
to jurisdictions, or distributed in or sent from jurisdictions, in which this
is barred or prohibited by law. The securities of the Company may not be
offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”). The securities of the Company have not been, and will not
be, registered under the U.S. Securities Act. Any sale in the United States of
the securities mentioned in this communication will be made solely to
“qualified institutional buyers” as defined in Rule 144A under the U.S.
Securities Act. No public offering of the securities will be made in the
United States.
Any offering of the securities referred to in this announcement will be made
by means of the 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 websites of DNB
Carnegie, a part of DNB Bank ASA, and SB1 Markets AS (the “Managers”).
This announcement 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 Managers are 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 their respective 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. This announcement is made by and is the responsibility of the Company.
Neither the Managers nor any of their respective affiliates make 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 Managers
nor any of their respective affiliates accept any liability arising from the
use of this announcement.
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 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, through the
agency of the contact persons set out above, at 2026-01-07 07:00 CET.
Kilde
