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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 5 December 2024
Reference is made to the announcement by Observe Medical ASA (the “Company” or
“Observe Medical”, OSE ticker “OBSVR”) on 19 November 2024, regarding the launch
of a subsequent offering of up to 32,500,000 new shares (“Offer Shares”) in the
Company, each with a nominal value of NOK 0.26, at a subscription price of NOK
0.40 per Offer Share (the “Subsequent Offering”), as well as the prospectus
dated 19 November 2024 (the “Prospectus”), available on the Company’s website :
www.observemedical.com/investor-relations/, as well as at
www.carnegie.no/ongoing-prospectuses-and-offerings.
The subscription period for the Subsequent Offering expired on 4 December 2024
at 16:30 hours CET.
The final allocation of the Offer Shares in the Subsequent Offering has today
been made based on the allocation criteria set out in the Prospectus. In total,
2,303,933 Offer Shares were allocated based on valid subscriptions from eligible
shareholders with subscription rights. The Company’s gross proceeds from the
Subsequent Offering will therefore be NOK 921,573.20.
Notifications of allocated Offer Shares and the corresponding amount to be paid
by each subscriber will be set out in a separate allocation letter to each
subscriber. The allocation letters are expected to be sent today, 5 December
2024. The subscription amount for the allocated shares falls due for payment on
10 December 2024, in accordance with the payment procedures described in the
Prospectus.
The Offer Shares may not be transferred or traded until they are fully paid and
the share capital increase pertaining to the Subsequent Offering has been
registered with the Norwegian Register of Business Enterprises (Nw.:
Foretaksregisteret). The Company will publish a stock exchange announcement once
such share capital increase has been registered. Subject to timely payment for
the Offer Shares subscribed for and allocated in the Subsequent Offering, the
issuance and delivery of the Offer Shares is expected to be completed on or
about 16 December 2024, and the Offer Shares are expected to commence trading on
Euronext Expand on or about 16 December 2024. The Manager (as defined below) may
be contacted for information regarding allocation, payment and delivery of the
Offer Shares.
Following the issuance of the 2,303,933 Offer Shares, the Company’s share
capital will be NOK 64,477,175.62, divided into 247,989,137 shares, each with a
nominal value of NOK 0.26.
As stated in the announcement published by the Company on 15 November 2024 (the
“Announcement”) and Section 9.2.6.1 of the Prospectus, the Company and Navamedic
ASA have conditionally agreed to certain amendments to the terms of the two
loans provided by Navamedic ASA (as lender) to the Company (as borrower) with an
aggregate outstanding principal amount of NOK 37,000,000 plus accrued interest
(the “Loans”). The amendments include(i)the conversion by Navamedic ASA of NOK
16,354,815.20 under one of the Loans to shares in the Company at a subscription
price of NOK 0.40 per share, and (ii) the postponement of the final maturity
dates of the Loans to 31 December 2027. The amendments were conditional upon the
Subsequent Offering being completed with gross proceeds of a minimum of NOK
1,500,000 (the “Condition”). Although the final result of the Subsequent
Offering entails that the Condition is not satisfied, Navamedic ASA and the
Company have today agreed to waive the Condition. The announced amendments to
the terms of the Loans will therefore be implemented, and Navamedic ASA will
proceed with the conversion, as further described in the Prospectus.
Following the issuance of the Offer Shares and the shares to be issued to
Navamedic ASA in connection with the conversion, the Company’s share capital
will be NOK 75,107,805.50, divided into 288,876,175 shares, each with a nominal
value of NOK 0.26.
Carnegie AS is acting as manager in the Subsequent Offering. Advokatfirmaet
Thommessen AS is acting as legal advisor to the Company in relation to the
Subsequent Offering.
The information in this announcement is considered to be inside information
pursuant to the EU Market Abuse Regulation and is subject to the disclosure
requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Johan Fagerli, CFO of the
Company, on 5 December 2024 at 15:55 hours CET on behalf of the Company.
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 Carnegie AS (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 the Prospectus. Investors
should not subscribe for any securities referred to in this announcement except
on the basis of the 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
