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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 new shares in the Company (the “Offer Shares”) with preferential
subscription rights for existing shareholders, raising gross proceeds of
minimum NOK 80 million and up to NOK 100 million (the “Rights Issue”).
Subscribers in the Rights Issue will, without cost, receive warrants in two
series: (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 of the Rights Issue will receive a number of
warrants at equal terms to the Warrants (the “Additional Warrants”)
corresponding to the number of new shares to be issued to the underwriter as
underwriting commission (the “Underwriting Commission Shares”).
The subscription period for the Rights Issue expired at 16:30 (CET) on 21
January 2026.
At the expiry of the subscription period for the Rights Issue, the Company had
received valid subscriptions for a total of 142,850,438 Offer Shares. This
corresponds to the subscription of 214,275,722 Warrants in the Rights Issue
(following rounding).
Allocation of the Offer Shares and the Warrants has been completed in
accordance with the allocation criteria set out in the prospectus for the
Rights Issue dated 6 January 2026 (the “Prospectus”). The board of directors
of the Company has allocated a total of 160,000,000 Offer Shares. Based on the
number of Offer Shares allocated, the Company has allocated in total
240,000,066 Warrants (following rounding), subject to payment for the relevant
Offer Shares.
120,174,402 Offer Shares were allocated based on subscription rights
exercised, 22,676,036 Offer Shares were allocated to over-subscribing
shareholders, and 17,149,562 Offer Shares were allocated to the underwriters
of the Rights Issue pursuant to their underwriting obligation.
The subscriptions received will, subject to payment, provide the Company with
NOK 80 million in gross proceeds.
Subject to all Warrants being exercised at the maximum subscription price of
NOK 0.625 (the subscription price in the Rights Issue plus 25%), the Company
may receive additional proceeds of up to approximately NOK 150 million from
such exercise (excluding any proceeds from the exercise of Additional
Warrants).
Notifications of the allocated Offer Shares and Warrants, and the
corresponding subscription amount to be paid by each subscriber, are expected
to be distributed today, 22 January 2026. Payment for the allocated Offer
Shares falls due on 26 January 2026 (subscribers must ensure that sufficient
funds are available in their accounts on 23 January 2026). The Warrants are
allocated free of charge.
The Offer Shares are expected to be tradable on Euronext Oslo Børs from and
including 28 January 2026. The Company will use reasonable efforts to seek to
ensure that the Warrants and the Additional 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.
Pursuant to the underwriting agreements for the Rights Issue dated 21 October
2025, each underwriter is entitled to an underwriting fee as compensation for
their respective underwriting obligation.
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 Underwriting Commission Shares at the
subscription price in the Rights Issue, together with such number of
Additional Warrants corresponding to the number of Underwriting Commission
Shares issued to the underwriter as underwriting commission for the
underwriting obligation under the Bottom Guarantee.
In addition, 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 Underwriting Commission Shares
at the subscription price in the Rights Issue, together with such number of
Additional Warrants corresponding to the number of Underwriting Commission
Shares issued to the underwriter as underwriting commission for the
underwriting obligation under the Top Guarantee.
A separate stock exchange announcement will be published regarding the total
number of Underwriting Commission Shares and Additional Warrants to be issued
to the underwriters as underwriting commission for their respective
underwriting obligation under the Bottom Guarantee and the Top Guarantee.
The Offer Shares may not be transferred or traded before they have been fully
paid and the share capital increase pertaining to the Rights Issue has been
registered with the Norwegian Register of Business Enterprises (Nw.
Foretaksregisteret). Neither the Warrants nor the Additional Warrants may be
transferred or traded before they have been registered in the Norwegian
Register of Business Enterprises (Nw. Foretaksregisteret).
It is expected that the share capital increase pertaining to the Offer Shares,
as well as the issuance of the Warrants, will be registered in the Norwegian
Register of Business Enterprises on or about 28 January 2026, and that the
Offer Shares and the Warrants will be delivered to the VPS accounts of the
subscribers to whom they are allocated no later than on 29 January 2026.
DNB Carnegie, a part of DNB Bank ASA, and SB1 Markets AS are acting as
managers in the Rights Issue (the “Managers”).
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 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 2026-01-22 10:40 CET.
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