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.
Reference is made to the stock exchange announcement from SoftOx Solutions AS (the “Company”) published on 15 December 2021 regarding a contemplated private placement of new shares in the Company (the “Private Placement”).
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The Company is pleased to announce today that it has raised approx. NOK 50 million in gross proceeds through the Private Placement by issuance of 915,000 new shares in the Company (the “New Shares”), at a price per New Share of NOK 55 (the “Subscription Price”). The Private Placement took place through an accelerated bookbuilding process managed by SpareBank 1 Markets AS (the “Manager”) after close of markets on 15 December 2021. The Private Placement was oversubscribed.
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 for general corporate purposes.
Allocation to investors and payment instructions are expected to be communicated on or about 16 December, and the settlement in the Private Placement is expected to be on or about 20 December 2021 (DVP). Settlement of the New Shares will be made by delivery of existing and unencumbered shares in the Company that are already listed 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”). Accordingly, the shares delivered to the investors will be tradable from allocation.
The Share Loan will be settled by the Manager with new shares in the Company, which has been resolved by the board of directors of the Company (the “Board”) pursuant to an authorization granted by the Company’s annual general meeting on 13 April 2021.
Following registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 201,669.36, divided into 10,083,468 shares, each with a par value of NOK 0.02.
In relation to the Private Placement, Almhaug Bolig AS has exercised its right to convert NOK 10 million of its short-term unsecured interest-free loan, with a principal amount of NOK 15 million, 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 agreed in the loan agreement based on the volume weighted average share price in the days prior to the loan was granted on 13 October 2021. The Debt Conversion is subject to completion of the Private Placement and resolution by the Company’s extraordinary general meeting to issue the new shares in a share capital increase by way of conversion of debt, scheduled to be held on or about 29 December 2021 (the “EGM”).
Subject to satisfaction of the conditions for completion of the Private Placement, the Board has resolved to propose that the EGM resolves to authorize the Board to carry out a subsequent offering of up to 218,000 new shares (the “Subsequent Offering”) towards the Company’s shareholders as of 15 December 2021 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of 17 December 2021, the “Record Date”) who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (“Eligible Shareholders”).
The subscription price in the Subsequent Offering will be the same as the Subscription Price in the Private Placement, i.e. NOK 55 per share. The Subsequent Offering will be conditional, inter alia, on (a) completion of the Private Placement, (b) approval of the authorization of the Board for the Subsequent Offering by the Company’s shareholders at the EGM, and (c) publication of an offer prospectus by the Company. Whether the Subsequent Offering will ultimately be completed, will also depend on the development of the price of the shares in the Company after completion of the Private Placement and the Debt Conversion. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering when finally resolved.
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 Rød of SoftfOx 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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