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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 25 September 2025
Reference is made to the stock exchange announcement by Observe Medical ASA (the
“Company” or “Observe Medical”, OSE ticker “OBSVR”) on 11 June 2025, regarding
the successful placement of a private placement in the Company raising gross
proceeds of NOK 36,445,000 (the “Private Placement” and the 72,890,000 new
shares issued in the Private Placement, the “Private Placement Shares”) and a
potential subsequent offering of up to 24,000,000 new shares (the “Subsequent
Offering”), as well as the stock exchange announcement made on 24 September 2025
where the Company inter alia announced that its board of directors had resolved
to carry out the Subsequent Offering and to increase the share capital by a
minimum of NOK 0.42 and a maximum of NOK 10,080,000, through the issuance of a
minimum of one and a maximum of 24,000,000 new shares, each with a nominal value
of NOK 0.42 (the “Offer Shares”) in connection with the Subsequent Offering.
Approval and publication of prospectus:
The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has today, on
25 September 2025, approved a prospectus prepared by the Company for (i) the
listing of the Private Placement Shares on Euronext Expand, (ii) the listing of
the 20,000,000 shares to be issued in connection with a conditional private
placement in the Company, announced on 16 September 2025, and (iii) the
Subsequent Offering (including the listing of the issued Offer Shares on
Euronext Expand) (the “Prospectus”).
The Prospectus, including the subscription form for the Subsequent Offering,
will be made available at the Company’s website: www.observemedical.com/investor
-relations/, as well as at Transaksjoner | SB1 Markets.
Listing of the Private Placement Shares:
The Private Placement Shares have been issued in the Norwegian Central
Securities Depository (the “ES-OSL”) on a temporary and separate ISIN (ISIN NO
0013610253), and have not yet been listed on Euronext Expand.
It is expected that the Private Placement Shares will be listed on Euronext
Expand on or about 26 September 2025, following the transfer of the Private
Placement Shares from the temporary ISIN NO 0013610253 to the Company’s listed
ISIN NO 0013457952.
The Subsequent Offering:
The Subsequent Offering consists of an offer by the Company to issue up to
24,000,000 Offer Shares, each with a nominal value of NOK 0.42, at a
subscription price of NOK 0.50 per Offer Share (the “Offer Price”), being equal
to the subscription price in the Private Placement. Subject to all Offer Shares
being issued, the Subsequent Offering will result in NOK 12,000,000 in gross
proceeds to the Company.
The subscription period for the Subsequent Offering will commence on 26
September 2025, at 09:00 hours (CEST) and expire on 10 October 2025 at 16:30
hours (CEST) (the “Subscription Period”).
The shareholders of the Company as of 11 June 2025 (being registered as such in
the Norwegian Central Securities Depository (the “ES-OSL”) on 13 June 2025
pursuant to the ES-OSL’s standard two days’ settlement procedure (the “Record
Date”)), except for shareholders who (i) were included in the wall-crossing
phase of the Private Placement, (ii) were allocated shares in the Private
Placement, or (iii) are resident in a jurisdiction where such offering would be
unlawful, or would (in jurisdictions other than Norway), require any prospectus
filing, registration or similar action (such eligible shareholders jointly the
“Eligible Shareholders”), will be granted subscription rights that will give a
preferential right to be allocated Offer Shares (the “Subscription Rights”). In
addition, investors who participated in the wall-crossing phase of the Private
Placement and/or were allocated shares in the Private Placement may subscribe
for Offer Shares and, at the board’s discretion and subject to Eligible
Shareholders having received allocation in full, be allocated any remaining
Offer Shares.
Each Eligible Shareholder will be granted 3.0695 Subscription Rights for every
existing share registered as held by such Eligible 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) Offer Share in the Subsequent Offering at the Offer Price.
Over-subscription will be permitted, however, there can be no assurance that
Offer Shares will be allocated for such subscriptions. Subscription without
Subscription Rights will not be permitted, except for subscriptions by investors
who participated in the wall-crossing phase of the Private Placement and/or were
allocated shares in the Private Placement who may be allocated any remaining
Offer Shares. The allocation criteria for the allocation of Offer Shares is
described in detail in Section 12.2.11 of the Prospectus.
The Subscription Rights must be used to subscribe for Offer Shares prior to
expiry of the Subscription Period on 10 October 2025 at 16:30 hours (CEST).
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period will have no value and will lapse without
compensation to the holder.
Subscription for Offer Shares by subscribers who are residents of Norway with a
Norwegian personal identification number (Nw. fødselsnummer), may be made by way
of online subscription. The subscription form and further instructions regarding
the subscription procedure will be available in the Prospectus.
Notifications of allocated Offer Shares and the subscription amount to be paid
by each subscriber are expected to be distributed to the subscribers on or about
13 October 2025. The payment date for the Offer Shares is expected to be on or
about 16 October 2025. Subject to timely payment of the Offer Shares allocated
in the Subsequent Offering, the Company expects that the share capital increase
pertaining to the Offer Shares will be registered with the Norwegian Register of
Business Enterprises on or about 21 October 2025 and that the delivery of the
Offer Shares is expected to be completed on or about 22 October 2025. The Offer
Shares are expected to commence trading on Euronext Expand on or about 22
October 2025, but not before the Company has published a stock exchange
announcement announcing the registration of the share capital increase
pertaining to the Subsequent Offering in the Norwegian Register of Business
Enterprises.
Further information about the Subsequent Offering and the subscription
procedures will be set out in the Prospectus.
Advisors:
SB1 Markets AS is acting as the manager in the Subsequent Offering (the
“Manager”). Advokatfirmaet Thommessen AS is acting as legal advisor to Observe
Medical in relation to the Subsequent Offering.
This information is subject to the disclosure requirements according to Section
5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Jørgen Mann, CEO Observe Medical
Mobile: +45 408 67 558
E-mail: jorgen.mann@observemedical.com
Johan Fagerli, CFO Observe Medical
Mobile: +47 958 12 765
E-mail: johan.fagerli@observemedical.com
About Observe Medical:
Observe Medical is a Nordic medtech company that develops, markets and sells
innovative medtech products for the global market. The Company is committed to
improving patient welfare and patient outcomes, improving clinical data accuracy
and promoting positive health economics.
The Company seeks to drive growth by leveraging its expertise in sales and
commercialisation of its broad portfolio of medical technology products, mainly
in urine measurement and ultrasound, in combination with targeted M&A and
distribution. Observe Medical is working with a network of leading distributors
to provide outstanding solutions for healthcare professionals globally.
The Company is headquartered in Oslo, Norway.
Further information is available at www.observemedical.com.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither the Manager, nor or any of its affiliates or
any of their respective directors, officers, employees, advisors or agents
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of Observe Medical.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa
or the United States (including its territories and possessions, any State of
the United States and the District of Columbia) or any other jurisdiction where
to do so would constitute a violation of the relevant laws of such jurisdiction.
The publication, distribution or release of this announcement may be restricted
by law in certain jurisdictions and persons into whose possession any document
or other information referred to herein should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities 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 (the “EU Prospectus Regulation”) (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement have been offered on the basis of a listing and offering
prospectus. Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
aforementioned prospectus.
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 EU Prospectus Regulation, i.e. only to investors who can receive
the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are “qualified investors” within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) 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) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as “relevant persons”). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication 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 announcement is made by, and is the responsibility of, the Company. The
Manager and its affiliates are acting exclusively for the Company and no-one
else in connection with the transactions described in this announcement. They
will not regard any other person as their respective clients in relation to the
transactions described in this announcement and will not be responsible to
anyone other than the Company, for providing the protections afforded to their
respective clients, nor for providing advice in relation to the transactions
described in this announcement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the transaction described in this announcement, the Manager
and any of its affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such securities
of the Company or related investments in connection with the transactions
described in this announcement or otherwise. Accordingly, references in any
subscription materials to the securities being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by, the Manager and
any of its affiliates acting as investors for their own accounts. The Manager
does not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.
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 “believe”, “aim”, “expect”,
“anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should” 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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, the Manager and their respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this announcement whether
as a result of new information, future developments or otherwise. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
Kilde
