Not for release, publication, or distribution, in whole or in part directly or indirectly, in Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan, or the United States (or any other jurisdiction in which the release, publication or distribution would be unlawful). This announcement does not constitute an offer of any of the securities described herein. Please see the important notices at the end of the announcement.
Reference is made to the previous stock exchange announcements from SoftOx Solutions AS (the “Company”) regarding the rights issue of between 1,125,007,508 and 1,237,508,259 new shares (the “Offer Shares”) at a subscription price of NOK 0.02 per Offer Share (the “Subscription Price”), raising gross proceeds of up to (the “Rights Issue”), raising gross proceeds of up to NOK 24,750,165.18 (the “Rights Issue”).
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The subscription period in the Rights Issue will commence today, 6 August 2024.
SpareBank 1 Markets AS is acting as manager in the Rights Issue (the “Manager”).
Registration and publication of the Prospectus:
The prospectus (the “Prospectus”) relating to the rights issue (the “Rights Issue”) was registered with the Norwegian Register of Business Enterprises (“NRBE”) on the 5th of August 2024.
Subject to applicable securities laws, the Prospectus is available at the websites of the Company (https://soft-ox.com/) and the Manager (www.sb1markets.no).
Allocation of Subscription Rights:
The shareholders in the Company as of 31 July 2024 (as registered in the Euronext Securities Oslo, the Norwegian Central Securities Depository (“VPS”) on 2 August 2024 pursuant to the two days’ settlements procedure of VPS (the “Record Date”)) who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway which would require any filing, registration or similar action (the “Eligible Shareholders”), have been granted subscription rights (the “Subscription Rights) in the Rights Issue that provide preferential rights to subscribe for and be allocated, Offer Shares at the Subscription Price.
Eligible Shareholders have been granted 2.177 Subscription Rights for each existing share in the Company registered as held by the Eligible Shareholder at the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Rights will, subject to applicable law, give the right to subscribe for and be allocated one (1) Offer Share at the Subscription Price. Over-subscription and subscription without Subscription Rights is permitted.
The grant or purchase of Subscription Rights 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. Further, no Offer Shares or Subscription Rights will be offered or sold within the United States, except in reliance on an exemption from the registration requirements of the U.S. Securities Act. For a further description of such restrictions, reference is made to the Prospectus.
Subscription period for the Offer Shares:
From and including 6 August 2024 to 23 August 2024 at 16:30 CEST (the “Subscription Period”).
Subscription Rights:
The Subscription Rights will be tradable on Euronext Growth Oslo under ticker code “SOFTX S” and registered in VPS with ISIN NO0013305227 (https://csdclient.vps.no/issuer -front/isin/NO0013305227).
The trading period for the Subscription Rights starts today, 6 August 2024, and ends on 19 August 2024 at 16:30 CEST. The Subscription Rights will hence only be tradeable during part of the Subscription Period.
The Subscription Rights are expected to have an economical value. Eligible Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company. Offer Shares that are not subscribed for by holders of Subscription Rights may be subscribed by Eligible Shareholders and/or the Underwriters.
Offer Shares may be subscribed by investors who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway which would require any filing, registration or similar action.
Regarding further restrictions in respect of who may be allocated or permitted to acquire or exercise Subscription Rights/subscribe for Offer Shares, reference is made to the chapter “Selling and Transfer Restriction” in the Prospectus.
Trading in Subscription Rights
From and including 6 August 2024 to 19 August 2024 at 16:30 CEST.
Subscription procedure:
In order to subscribe for Offer Shares, investors holding Subscription Rights need to complete the subscription form for the Rights Issue (the “Subscription Form”) and submit it to the Manager by 16:30 hours (CEST) on 23 August 2024.
Subscribers who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for Offer Shares are encouraged to do so through the VPS online subscription system (or by following the link on www.sb1markets.no, which will redirect the subscriber to the VPS online subscription system).
Please note that Subscription Rights that are not used to subscribe for Offer Shares before the end of the Subscription Period (23 August 2024 at 16:30 CEST), or not sold before 19 August 2024 at 16:30 CEST, will lapse without compensation and consequently be of no value.
Payment, delivery and trading of the Offer Shares
Due date for payment of the Offer Shares is on or about 5 September 2024. The Offer Shares will carry right to dividends as from the date of registration of the Offer Shares with the NRBE and will be delivered through the facilities of the VPS. Trading in the Offer Shares on Euronext Growth Oslo is expected to commence on or about 7 September 2024.
Other information / Conditions for completion of the Rights Issue:
The Rights Issue is underwritten for the minimum amount of Offer Shares in the Rights Issue, securing proceeds of minimum NOK 22.5 million, and the underwriters are, subject to no material adverse change occurring, obliged to subscribe for such Offer Shares that are not subscribed for.
It is a condition for completion of the Rights Issue that the minimum amount of offered Offer Shares are subscribed.
IMPORTANT NOTICES
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. 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. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom 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 for 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. 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”, “expect”, “anticipate”, “strategy”, “intends”, “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. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither of the Company, the Manager nor any of their respective 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 in the Company. Neither the Company, the Manager nor any of their respective affiliates accepts any liability arising from the use of this announcement.
For any questions or interview requests, please contact:
Geir Almås, Chair of SoftOx Solutions AS
Mail: ir@soft-ox.com
Phone: Geir Almås: (+47) 977 59 071
About SoftOx Solutions AS SoftOx Solutions AS (SoftOx) is a Medtech and pharmaceutical company listed on Euronext Growth Oslo under ‘SOFTX’. SoftOx Solutions AS was founded in 2012 and is headquartered in Oslo. The SoftOx Solutions Group includes: the holding company SoftOx Solutions AS, the Malmö subsidiary, and subsidiaries SoftOx Defense Solutions AS and SoftOx Disinfection AS. SoftOx is developing a highly effective antimicrobial solution for use in biofilm, viral and antimicrobial resistant infections. The patent-protected technology is based on extensive research and development in partnership with leading Nordic research institutes.
For more information on SoftOx, visit https://soft-ox.com/
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