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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.
Reference is made to the stock exchange announcement published by Observe
Medical ASA (the “Company”) on 22 November 2023 regarding the approval by the
extraordinary general meeting of the Company of a rights issue of minimum
69,230,770 new shares and maximum 211,538,461 new shares in the Company (“Offer
Shares”), each with a nominal value of NOK 0.26, at a subscription price of NOK
0.26 per Offer Share (the “Rights Issue”).
Reference is further made to the stock exchange announcement published on 24
November 2023 regarding the approval by the Financial Supervisory Authority of
Norway (Nw. Finanstilsynet) of the prospectus prepared by the Company (the
“Prospectus”) for the offer and listing on the Oslo Stock Exchange (Euronext
Expand) of up to 211,538,461 Offer Shares in the Rights Issue. Subject to
applicable local securities laws, the Prospectus, including the subscription
form for the Rights Issue, is made available at the Company’s website
(www.observemedical.com), as well as the website of SpareBank 1 Markets
(www.sb1markets.no).
The subscription period for the Rights Issue (the “Subscription Period”) will
expire today, on 12 December 2023 at 16:30 hours (CET).
Over-subscription and subscription without subscription rights is permitted.
Correctly completed subscription forms must be received by SpareBank 1 Markets,
or in case of online subscriptions, be registered by the expiry of the
Subscription Period.
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.
For more information, and the complete terms and conditions of the Rights Issue,
please refer to the Prospectus.
For further information about the Company, please contact:
Rune Nystad, CEO Observe Medical
Mobile: +47 916 24 683
E-mail: rune.nystad@observemedical.com
Per Arne Nygård, CFO Observe Medical
Mobile: +47 411 04 345
E-mail: perarne.nygard@observemedical.com
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
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
commercialization of its broad portfolio of medical technology products, mainly
in urine measurement, ultrasound, anesthesiology/ICUs, surgery and wound care,
in combination with targeted M&A.
The Company is headquartered in Oslo, Norway, with additional offices in Narvik,
Norway and Gothenburg, Sweden, and subsidiaries in Finland and the US. In
addition, Observe Medical has a direct sale organization in the Nordics and a
distributor network internationally.
Further information is available at www.observemedical.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. The securities of the Company have not been, and will
not be, registered under the U.S. Securities Act of 1933, as amended. No public
offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a prospectus (the “Prospectus”) which was approved by the Norwegian
Financial Supervisory Authority on 24 November 2023. 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 EA Member State (the “Prospectus
Regulation”). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
Prospectus. Copies of the Prospectus is available from the Company’s registered
office and, subject to certain exceptions, on the websites of the Manager and
the Company.
In any EEA Member State, 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,
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 Manager is 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 Manager nor any of its 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 Manager nor any of its
affiliates accepts any liability arising from the use of this announcement.
Kilde
