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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 stock exchange announcement published by Lifecare ASA
(the “Company”) on 28 January 2026, regarding the registration of new share
capital following completion of the partially underwritten rights issue
raising gross proceeds of NOK 80 million (the “Rights Issue”) and the
registration of warrants allocated in connection with the Rights Issue.
The subscribers in the Rights Issue have received warrants in two series: (a)
three (3) warrants for every four (4) new 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) new 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 total, 240,000,066 Warrants (120,000,033 Warrants Series 1 and 120,000,033
Warrants Series 2) have been issued to the subscribers in the Rights Issue.
In addition, the underwriters of the Rights Issue will receive (a) three (3)
Warrants Series 1 for every four (4) new shares subscribed by them as
underwriting commission; and (b) three (3) Warrants Series 2 for every four
(4) new shares subscribed by them as underwriting commission. A total of
18,000,000 Warrants (9,000,000 Warrants Series 1 and 9,000,000 Warrants Series
2) will be issued to the underwriters of the Rights Issue in connection with
their subscription for in total 12,000,000 new shares as underwriting
commission, as announced on 29 January 2026.
For further details on the terms and conditions of the underwriting, see
section 13.15 “The Underwriting” of the prospectus prepared for the Rights
Issue dated 6 January 2026 (the “Prospectus”). Subject to regulatory
restrictions in certain jurisdictions, the Prospectus is available at
www.lifecare.no, www.dnb.no/emisjoner, and www.sb1markets.no/transaksjoner/.
The grant, purchase or exercise of 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.
The Warrants will be listed and tradable on Euronext Oslo Børs under the
ticker codes “LIFEJ” (Warrants Series 1, ISIN NO0013709196) and “LIFES”
(Warrants Series 2, ISIN NO0013709204). The trading in the Warrants will be
halted five days before the end of the respective exercise periods to
facilitate settlement of exercised Warrants. Warrants Series 1 will be
tradable from 30 January 2026 at 09:00 (CET) to and including 6 March 2026 at
16:30 (CET). Warrants Series 2 will be tradable from 30 January 2026 at 09:00
(CET) to and including 5 June 2026 at 16:30 (CEST). The Warrants will hence
only be tradable during parts of the respective exercise periods.
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 proceeds of up to approximately NOK 161 million from such exercise
(including any proceeds from the exercise of Warrants to be issued to the
underwriters of the Rights Issue in connection with their subscription for new
shares as underwriting commission). In the event that Warrants are not
exercised, the gross proceeds will be reduced corresponding to the proportion
of Warrants that are not exercised.
Each Warrant gives the holder a right to subscribe for one 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 subscription
price may not be lower than the par value of the Company’s shares.
Exercise of Warrants is carried out by written notification to the Company,
which must be received by the Company before the expiry of the relevant
exercise period. The notice shall include the number of Warrants the holder
has and how many of these are exercised.
Holders of Warrants may either sell the Warrants or use them to subscribe for
shares in the Company within the relevant exercise period. As such, the
Warrants may have an economic value for the holders, depending on the
prevailing market price for the Company’s shares. Holders of Warrants who do
not use the Warrants to subscribe for shares in the Company may experience a
dilution of their shareholding in the Company.
Warrants Series 1 not sold within 6 March 2026 at 16:30 (CET) or exercised
within 13 March 2026 at 16:30 (CET) and Warrants Series 2 not sold within 5
June 2026 at 16:30 (CEST) or exercised within 12 June 2026 at 16:30 (CEST)
will lapse with no compensation to the holders.
For more information, and the complete terms and conditions of the Rights
Issue, please refer to the Prospectus.
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.
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”).
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 2026-01-30 07:00 CET.
Kilde
