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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Oslo, 22 September 2025: Reference is made to the previous stock exchange
announcements published by Navamedic ASA (the “Company”) regarding the partly
underwritten rights issue of up to 6,046,511 new shares in the Company (the
“Offer Shares”), at a subscription price of NOK 21.50 per share (the
“Subscription Price”) (the “Rights Issue”).
The terms and conditions of the Rights Issue are set out in a prospectus
prepared by the Company dated 19 September 2025 (the “Prospectus”). Subject to
applicable local securities laws, theProspectus, including the subscription form
for the Rights Issue, is made available at the Company’s website
www.navamedic.com (http://www.navamedic.com), as well as at www.dnb.no/emisjoner
(http://www.dnb.no/emisjoner) and www.nordea.com/en/issuances
(http://www.nordea.com/en/issuances).
The subscription period for the Rights Issue will commence today, 22 September
2025, at 09:00 hours (CEST) and expire on 6 October 2025 at 16:30 hours (CEST)
(the “Subscription Period”). The Subscription Rights (as defined below) will be
tradable on the Oslo Stock Exchange under the ticker code “NAVAT” from today, 22
September 2025 at 09:00 hours (CEST) until 30 September 2025 at 16:30 hours
(CEST).
Subscription Rights: Shareholders of the Company as of 14 July 2025 (and being
registered as such in Euronext Securities Oslo, the Norwegian Central Securities
Depository (the “CSD”) as of 16 July 2025 pursuant to the two days’ settlement
procedure of the CSD (the “Record Date”, and such shareholders, the “Existing
Shareholders”)), have been granted tradable subscription rights (the
“Subscription Rights”) in the Rights Issue.
Each Existing Shareholder has been granted 0.34233 Subscription Rights for each
existing share in the Company registered as held by the Existing Shareholder as
of the Record Date, rounded down to the nearest whole Subscription Right. Each
Subscription Right will, subject to applicable law, give the right to subscribe
for, and be allocated one (1) new share at the Subscription Price. Over
-subscription (i.e. subscription for more Offer Shares than the number of
Subscription Rights held by the subscriber entitles the subscriber to be
allocated) and subscription without Subscription Rights will be permitted, but
with no guaranteed allocation and with allocation to the underwriters of the
Rights Issue for the underwritten amount (as described below) prior to
allocation to subscriptions without Subscription Rights.
The allocation to, or acquisition of Subscription Rights by, and the
subscription of Offer Shares by, persons resident in, or who are citizens of
countries other than Norway, may be affected by the laws of the relevant
jurisdiction. For a further description of such restrictions, reference is made
to the introductory part on page (i)-(iii) and Section 14 “Selling and Transfer
Restrictions” of the Prospectus.
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange
from 09:00 hours (CEST) on 22 September 2025 to 16:30 hours (CEST) on 30
September 2025 under the ticker code “NAVAT”. The Subscription Rights will hence
only be tradable during a part of the Subscription Period.
Subscription Rights that are (i) not sold before 16:30 hours (CEST) on 30
September 2025, or (ii) not used to subscribe for shares in the Rights Issue
prior to expiry of the Subscription Period on 6 October 2025 at 16:30 hours
(CEST) will lapse without compensation to the holder, and thus be without value.
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 exercise their Subscription Rights will
experience a dilution of their shareholding in the Company. See Section 5.8
“Subscription Rights” and Section 5.29 “Dilution” in the Prospectus for further
information.
Underwriting: A consortium of four existing shareholders have pursuant to
separate underwriting agreements underwritten an aggregate amount of NOK
117,000,000 in the Rights Issue. Pursuant to the underwriting agreements, the
underwriters have undertaken to subscribe and pay for unsubscribed Offer Shares,
limited to their respective underwritten amount. The underwriters’ underwriting
commitment is made on a pro rata basis based on their respective underwritten
amount, and is subject to certain customary conditions for such commitments as
further described in Section 5.22 “The Underwriting” of the Prospectus.
Payment, delivery and commencement of trading: The payment date in the Rights
Issue is 9 October 2025. Subject to timely payment of the Offer Shares
subscribed for and allocated in the Rights Issue, the issuance and delivery of
the Offer Shares is expected to be completed on or about 14 October 2024. The
Offer Shares are expected to commence trading on the Oslo Stock Exchange on 14
October 2025.
DNB Carnegie, a part of DNB Bank ASA and Nordea Corporate Finance, a part of
Nordea Bank Abp, filial i Norge are acting as managers (the “Managers”), for the
Rights Issue. Advokatfirmaet Thommessen AS is acting as legal advisor to the
Company.
For more information, please contact:
Kathrine Elisabeth Gamborg Andreassen, CEO, Navamedic ASA
Tel: +47 951 78 880
Email: kathrine@navamedic.com
Lars Hjarrand, CFO, Navamedic ASA
Tel: +47 917 62 842
Email: lars.hjarrand@navamedic.com
This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.
About Navamedic ASA
Navamedic ASA is a full-service provider of high-quality healthcare products to
hospitals and pharmacies. Navamedic meets the specific medical needs of patients
and consumers by leveraging its highly scalable market access platform, leading
category competence and local knowledge. Navamedic is present in all the Nordic
countries, the Baltics and Benelux, with sales representation in Greece.
Navamedic is headquartered in Oslo, Norway, and listed on the Oslo Stock
Exchange (ticker: NAVA). For more information, please visit www.navamedic.com.
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 document 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 and listing of the securities referred to in this announcement have
been 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”). The approval of the
Prospectus by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet)
should not be understood as an endorsement of the securities referred to in this
announcement. Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
Prospectus, to fully understand the potential risks and rewards associated with
the decision to invest in the securities. Copies of the Prospectus are available
from the Company’s registered office and, subject to certain exceptions, on the
website of the Managers.
In any EEA Member State other than Norway, 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.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as “Relevant Persons”). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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.
This document is not for publication or distribution in, directly or indirectly,
the United States, Canada, Australia, the Hong Kong Special Administrative
Region of the People’s Republic of China or Japan 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 affiliates
makes 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 accepts any liability arising from the use of this
announcement.
Kilde
