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(“Observe Medical” or the “Company”, OSE ticker: OBSVR) on 11 June 2025
regarding the successfully placed private placement (the “Private Placement”) of
72,890,000 new shares in the Company (the “Offer Shares”) at a subscription
price of NOK 0.50 per Offer Share for gross proceeds totalling NOK 36,445,000.
As stated in the announcement, the completion of the Private Placement was,
inter alia, subject to the extraordinary general meeting of the Company (the
“EGM”) resolving to increase the Company’s share capital by issuing the Offer
Shares, including 10,000,000 new shares to Navamedic ASA in connection with a
loan conversion (the “Navamedic Conversion Shares”). Such share capital
increases were resolved by the EGM earlier today, as announced by the Company.
In connection with the completion of the Private Placement, certain primary
insiders and close associates were conditionally allocated Offer Shares, which
allocations became unconditional today. For more information about the
allocation of Offer Shares to primary insiders and close associates in the
Private Placement, see the attached forms.
Further, reference is made to the stock exchange announcement by the Company on
1 July 2025 regarding the board of directors’ resolution to increase the share
capital of the Company by the issuance of 6,000,000 new shares to Jiangsu
Hongxin Medical Technology Co. Ltd (“Jiangsu”) in connection with the Private
Placement, at a subscription price of NOK 0.50 per share (the “Jiangsu
Conversion Shares”) through set-off against a receivable amounting to NOK
3,000,000 that Jiangsu had against the Company (following transfer of said
receivable from Observe Medical AB to the Company pursuant to a debt transfer
agreement dated 27 June 2025) (the " Jiangsu Conversion").
The Jiangsu Conversion was also conditional upon the EGM resolving to issue the
Offer Shares in connection with the Private Placement. As this condition has
been fulfilled today, the Jiangsu Conversion is now unconditional.
Following the issuance of all the Offer Shares, including the Jiangsu Conversion
Shares and the Navamedic Conversion Shares, the Company’s share capital will be
NOK 38,702,333.04, divided into 92,148,412 shares, each with a nominal value of
NOK 0.42, of which:
(i) Jiangsu is allocated 6,000,000 shares and will hold 6,000,000 shares,
representing approximately 6.51% of the issued share capital and voting rights.
Consequently, Jiangsu’s shareholding will cross the 5% threshold. Jiangsu holds
no other rights to shares in the Company.
(ii) Navamedic ASA is allocated 10,000,000 shares and will increase its holding
to [13,007,317] shares, representing approximately 14.1% of the issued share
capital and voting rights. Consequently, Navamedic ASA’s shareholding will cross
the 10% threshold. Navamedic ASA holds no other rights to shares in the Company.
(iii) Seed Capital AS, a company controlled by Eskild Endrerud, is allocated
5,000,000 shares and will increase its holding to 5,016,155 shares. Eskil
Endrerud will, together with his affiliates, hold in total 5,993,140 shares
representing approximately 6.5% of the issued share capital and voting rights
(Seed Capital AS holds 5,016,155 shares, Eli AS holds 884,219 shares, Athend
Holding AS holds 25,266 shares and Eskil Endrerud personally holds 67,500).
Consequently, Eskil Endrerud’s shareholding will cross the 5% threshold. Neither
of the mentioned shareholders holds any other rights to shares in the Company.
(iv) King Kong Invest AS is allocated 6,000,000 shares and will increase its
holding to 6,333,333 shares, representing approximately 6.87% of the issued
share capital and voting rights. Consequently, King Kong Invest AS’ shareholding
will cross the 5% threshold.
This information is subject to the disclosure requirements pursuant to article
19 of the EU Market Abuse Regulation and sections 4-2 and 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.
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