NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN 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.
SoftOx Solutions AS (the “Company”) has engaged SpareBank 1 Markets AS (the “Manager”), to advise on and effect a contemplated private placement of up to 915,000 new shares (the “New Shares”) in the Company (the “Private Placement”).
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The net proceeds from the Private Placement will be used to fund commercial activities related to bringing the Hand Disinfection and Wound Irrigation Solution to the European and the US market as well as finalization of phase 1 development of the Infection Remover (BE) and general corporate purposes.
The final subscription price per New Share (the “Subscription Price”) and the final number of New Shares to be issued, and as such, the total gross proceeds from the Private Placement, will be determined through an accelerated book building process. The Private Placement will be directed towards a limited number of selected investors, in each case, subject to and in compliance with applicable exemptions from relevant prospectus, filing and registration requirements. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including Regulation (EU) 2017/1129 and ancillary regulations, are available.
The bookbuilding period for the Private Placement starts on 15 December at 16:30 hours (CET) and closes on 16 December 2021 at 08:00 hours (CET) (the “Application Period”). The Company, together with the Manager, reserves the right, at its own discretion, to extend or shorten the Application Period or modify the terms of or cancel the Private Placement at any time (prior to completion) and for any reason and on short notice. The allocation of New Shares will be determined following the expiry of the Application Period and the final allocation will be made by the board of directors of the Company. Notification of allocation and payment instructions is expected to be issued to the applicants on or about 16 December 2021 through an allocation letter to be issued by the Manager (the “Notification”).
The allocated New Shares in the Private Placement will be delivered to the applicant’s VPS account on a delivery versus payment (DVP) basis. Settlement for the New Shares is expected to be on or about 20 December 2021. The New Shares will be settled by delivery of existing and unencumbered shares in the Company that are already traded on Euronext Growth Oslo to be lent from Dinge Invest AS (the “Share Lender”) by the Manager pursuant to a share lending agreement between the Manager, the Company and the Share Lender (the “Share Loan”). The allocated New Shares will be delivered to the applicant’s VPS account as soon as practicable after full payment has been received and the Conditions (as defined below) for the Private Placement have been met. The Manager will settle the Share Loan with new shares in the Company to be resolved issued by the board of directors pursuant to the Board Authorization (as defined below).
Completion of the Private Placement is subject to the following conditions (the “Conditions”): (i) the board resolving to consummate the Private Placement, allocate the New Shares and issue the New Shares pursuant to the authorization to increase the share capital of the Company granted by the Company’s annual general meeting of 13 April 2021 (the “Board Authorization”), (ii) the share capital increase pertaining to the issuance of the allocated New Shares being validly registered with the Norwegian Register of Business Enterprises and the allocated New Shares being validly issued and registered in the VPS, and (iii) the Share Lending Agreement not being terminated prior to allocation.
Almhaug Bolig AS has, in connection with the Private Placement, exercised its right to convert NOK 10 million of its short-term unsecured interest-free NOK 15 million loan to the Company, into new shares in the Company at a conversion price of NOK 38.55 per share in accordance with the loan agreement between the Company and Almhaug Bolig AS dated 13 October 2021 (the “Debt Conversion”). The subscription price per share was set based on the volume weighted average share price in the period before the loan was granted. The Debt Conversion is subject to completion of the Private Placement and the resolution by the Company’s extraordinary general meeting to issue the new shares in a share capital increase by way of conversion of debt, which is expected to be held on or about 29 December 2021.
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the New Shares. The board of directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and the rules of equal treatment set out in the continuing obligations for companies admitted to trading on Euronext Growth and Oslo Børs’ guidelines on the rules of equal treatment, and has concluded that there is a basis for deviating from the existing shareholders’ preferential rights. The board of directors has in this respect, inter alia, taken into consideration (i) that the Company needs funding to pursue its growth strategy and that the Private Placement allows the Company to utilize the current trading prices of the shares and favourable market conditions, in particular in light of the volatility in the Company’s shares; (ii) that the Private Placement gives the ability to broaden and strengthen the Company’s shareholder base; (iii) the size of the Private Placement; and (iv) the availability of the shares in the open market. The board of directors has concluded that the Private Placement is in compliance with these requirements.
The Company may, subject to completion of the Private Placement and the EGM approving an authorization to the Board or an issuance of shares to this effect at the EGM, and certain other conditions, consider a subsequent repair offering of new shares (the “Subsequent Offering”) at the final Subscription Price and otherwise in line with market practice. Shareholders being allocated shares in the Private Placement will not be eligible to participate in a Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company in connection with the Private Placement.
For further information, please contact:
CEO Geir Almås of SoftOx Solutions AS, or
CFO Kristine M. Rød of SoftOx Solutions AS
Mail: ir@soft-ox.com
Mobile: (+47) 948 59 599
The information included in this announcement is defined as inside information pursuant to MAR article 7, and is publicly disclosed in accordance with MAR article 17. The announcement is made by the contact person.
About SoftOx Solutions AS
SoftOx Solutions AS (SoftOx, listed on Euronext Growth Oslo) is a Norwegian BioTech company based in Oslo with the aim of helping to combat major threats to human health, namely the emergence of antimicrobial resistance (AMR), biofilm infections in chronic wounds and the spread of viruses. For more information on SoftOx, visit www.soft-ox.com
Important information
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. 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. 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 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 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 (A) (i) persons who have professional experience, knowledge and expertise in matters relating to investments and are “investment professionals” for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities and other persons falling within Article 49(2)(a) to (d) of the Order and (iii) persons to whom it may otherwise lawfully be communicated; and (B) persons who are “qualified investors” within the meaning of the EU Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (all such persons being referred to as “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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, 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 make any guarantee 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 announcement. 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 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. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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