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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
Reference is made to the stock exchange announcement by Lifecare ASA (the
“Company”) on 27 February 2026 regarding the exercise price for the
129,000,033 warrants series 1 with ISIN NO0013709196 (“Warrants Series 1”)
issued in connection with the partially underwritten rights issue of new
shares in the Company completed in January 2026 (the “Rights Issue”).
Each Warrant Series 1 gives the holder a right to subscribe for one new share
in the Company at an exercise price of NOK 0.3342 per share (the “Exercise
Price”).
The exercise period for Warrants Series 1 commences at 09:00 hours (CET)
today, 2 March 2026, and expires at 16:30 hours (CET) on 13 March 2026 (the
“Exercise Period”).
Warrants Series 1 are listed and tradable on Euronext Oslo Børs under the
ticker code “LIFEJ”. The trading in Warrants Series 1 will be halted five days
before the end of the Exercise Period to facilitate settlement of exercised
Warrants Series 1. Warrants Series 1 will thus be tradable until 16:30 hours
(CET) on 6 March 2026.
Warrants Series 1 not sold within 6 March 2026 at 16:30 (CET) or exercised
within 13 March 2026 at 16:30 (CET) will lapse with no compensation to the
holders. Holders of Warrants Series 1 who do not exercise their Warrants
Series 1 within the Exercise Period may experience a dilution of their
shareholding in the Company.
Exercise procedure
Warrants Series 1 are exercised through the submission of a duly completed
exercise form for Warrants Series 1 (the “Exercise Form”) to DNB Carnegie, a
part of DNB Bank ASA, or SB1 Markets AS (together, the “Managers”) 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 Managers’ websites
www.dnb.no/emisjoner and www.sb1markets.no/transaksjoner. By completing and
submitting an Exercise Form, the holder of Warrants Series 1 irrevocably
undertakes to subscribe for and acquire a number of new shares equal to the
number of Warrants Series 1 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 on or about 16 March 2026. The payment for new
shares to be issued to a subscriber as a result of the exercise of Warrants
Series 1 falls due on 19 March 2026 (the “Payment Date”).
Subject to timely payment of the aggregate subscription amount for the new
shares to be issued as a result of the exercise of Warrants Series 1 on the
Payment Date, 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 25 March 2026 and that shares
will be delivered to the VPS accounts of the subscribers to whom they are
allocated on or about 26 March 2026.
A subscriber’s default in timely payment of the aggregate subscription price
for the new shares subscribed by such subscriber may, at the Company’s and the
Managers’ sole discretion, result in the subscribed new shares not being
issued. In such an event, the exercised Warrants Series 1 may be considered
forfeited and will not give a right to subscribe for new shares.
Financial intermediaries
If Warrants Series 1 are registered through a financial intermediary, the
financial intermediary will customarily give the holder details of the
aggregate number of Warrants Series 1 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 Series 1 through a financial intermediary should contact
the financial intermediary if they have received no information with respect
to Warrants Series 1.
Listing and commencement of trading in the new shares
The shares received upon exercise of Warrants Series 1 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 with
the Norwegian Register of Business Enterprises, and the new shares have been
issued in the VPS.
The shares received upon exercise of Warrants Series 1 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.
Advisors
DNB Carnegie, a part of DNB Bank ASA, and SB1 Markets AS act as managers in
the Rights Issue and the warrants exercise.
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 2026-03-02 07:00 CET.
Kilde
