NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCHRELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOESNOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Bergen, 04.10.21
Lifecare AS ("Lifecare" or the "Company") has retained Carnegie AS as bookrunnerand manager (the "Manager") to advise on and effect a contemplated privateplacement directed towards Norwegian and international investors, subject to andin compliance with applicable exemptions from relevant prospectus orregistration requirements (the "Private Placement"). The Company iscontemplating to raise gross proceeds of between NOK 25 and 40 million byissuing new shares (the "Offer Shares" or "New Shares") in the Company throughan accelerated bookbuilding process.
The Company intends to use the net proceeds from the Private Placement for: (i)Further research, development and clinical studies of the implantable sensorSencell towards CE mark, (ii) strengthening the Company's balance sheet toensure financial capacity and flexibility to pursue growth opportunities, (iii)working capital as well as for general corporate purposes, and (iv) continue todevelop the organization and internationalize the Company.
Several of the Company's major shareholders have pre-committed to subscribe fornew shares in the contemplated Private Placement without reservation on terms orrequest for pre-commitment fee:
Teigland Eiendom AS (largest shareholder - 18.2%): NOK 10 million Lacal AS (second largest shareholder - 13.1%): NOK 6 millionSpit Air AS (eighth largest shareholder - 2.2%): NOK 1 million Patricia Sandquist (seventh largest shareholder - 2.2%): NOK 0.8 million
Nordea Investment Management has indicated interest to subscribe for itspro-rata share in the transaction (8.15%)
The final number of Offer Shares and the subscription price for the Offer shareswill be determined by the Company's Board of Directors (the "Board"). Theapplication period for the Private Placement will commence on 4 October 2021 at09:00 CEST and is expected to close on 5 October 2021 at 16:30 CEST (the"Application Period"). The Company, after consultation with the Manager,reserves the right to at any time and in its sole discretion resolve to close orto extend the Application Period or to cancel the Private Placement in itsentirety without further notice. If the Application Period is shortened orextended, any other dates referred to herein may be amended accordingly.
Allocation of the shares in the Private Placement will be determined after theexpiry of the Application Period, and the final allocation will be made by theBoard at its sole discretion, following advice from the Manager. Delivery versuspayment settlement of the New Shares will be facilitated by existing andunencumbered shares in the Company being borrowed by the Manager from TeiglandEiendom AS and Lacal AS pursuant to a share lendingagreement between such parties and the Company. The shares will thus be tradablefrom allocation. The Manager will settle the share loan with new shares in theCompany to be issued by a resolution of the Board pursuant to authorisationsgranted by the extraordinary general meetings held on 20 November 2020 and 10September 2021.
Completion of the Private Placement is subject to the corporate resolutions ofthe Company required to implement the Private Placement, including a resolutionof the Board to proceed with the Private Placement following the expiry of theApplication Period and to increase the share capital of the Company by theissuance of the New Shares.
The Board has considered alternative structures for the raising of new equity.Following careful considerations, the Board is of the view that it will be inthe common interest of the Company and its shareholders to raise equity througha private placement setting aside the pre-emptive rights of the shareholders. Bystructuring the transaction as a private placement, the Company will be in aposition to raise capital in an efficient manner. In addition, the PrivatePlacement will be subject to marketing through a publicly announced bookbuilding process. By this, a market-based subscription price will be achieved.
The Company may, subject to completion of the Private Placement, and certainother conditions, propose to carry out a subsequent offering of new shareswhich, subject to applicable securities law, will (subject to changes to theApplication Period) be directed towards existing shareholders in the Company asof 5 October 2021 (as registered in the VPS two trading days thereafter), who(i) were not allocated Offer Shares in the Private Placement, and (ii) are notresident in a jurisdiction where such offering would be unlawful or, would (injurisdictions other than Norway) require any prospectus, filing, registration orsimilar action.
This is LifecareLifecare is a Bergen-based technology company developing a miniaturizedimplantable long-term sensor for correct and continuous monitoring of bloodsugar in people with diabetes. The Company's patented technology also has thepotential for use in various biomarkers. Lifecare AS is listed on EuronextGrowth (LIFE).
For further information, please contact: Joacim Holter, CEO, Lifecare AS,joacim.holter@lifecare.attme.dev, +47 40 05 90 40
This information is subject to the disclosure requirements pursuant to section5-12 of the Norwegian Securities Trading Act. This stock exchange announcementwas published by Kine Hereid, Investor Relations at Lifecare AS, on 04.10.2021at 08.15 CET.
IMPORTANT NOTICEThis announcement is not and does not form a part of any offer to sell, or asolicitation of an offer to purchase, any securities of the Company. Copies ofthis announcement are not being made and may not be distributed or sent into anyjurisdiction in which such distribution would be unlawful or would requireregistration or other measures. Any offering of the securities referred to inthis announcement will be made by means of a set of subscription materialsprovided to potential investors. Investors should not subscribe for anysecurities referred to in this announcement except on the basis of informationcontained in the aforementioned subscription material.
The securities referred to in this announcement have not been and will not beregistered under the U.S. Securities Act of 1933, as amended (the "SecuritiesAct"), and accordingly may not be offered or sold in the United States absentregistration or an applicable exemption from the registration requirements ofthe 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 UnitedStates or to conduct a public offering of securities in the United States. Anysale in the United States of the securities mentioned in this announcement willbe made solely to "qualified institutional buyers" as defined in Rule 144A underthe Securities Act.
In any EEA Member State, this communication is only addressed to and is onlydirected at qualified investors in that Member State within the meaning of theProspectus Regulation, i.e., only to investors who can receive the offer withoutan approved prospectus in such EEA Member State. The expression "ProspectusRegulation" means Regulation (EU) 2017/1129 as amended (together with anyapplicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at personsin the United Kingdom that are (i) investment professionals falling withinArticle 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) 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 togetherbeing referred to as "relevant persons"). This communication must not be actedon or relied on by persons who are not relevant persons. Any investment orinvestment activity to which this communication relates is available only forrelevant persons and will be engaged in only with relevant persons. Personsdistributing this communication must satisfy themselves that it is lawful to doso.
Matters discussed in this announcement may constitute forward-lookingstatements. Forward-looking statements are statements that are not historicalfacts and may be identified by words such as "believe", "expect", "anticipate","strategy", "intends", "estimate", "will", "may", "continue", "should" andsimilar expressions. The forward-looking statements in this release are basedupon various assumptions, many of which are based, in turn, upon furtherassumptions. Although the Company believe that these assumptions were reasonablewhen made, these assumptions are inherently subject to significant known andunknown risks, uncertainties, contingencies and other important factors whichare difficult or impossible to predict, and are beyond their control. Actualevents may differ significantly from any anticipated development due to a numberof factors, including without limitation, changes in public sector investmentlevels, changes in the general economic, political and market conditions in themarkets in which the Company operates, the Company's ability to attract, retainand motivate qualified personnel, changes in the Company's ability to engage incommercially acceptable acquisitions and strategic investments, and changes inlaws and regulation and the potential impact of legal proceedings and actions.Such risks, uncertainties, contingencies and other important factors could causeactual events to differ materially from the expectations expressed or implied inthis release by such forward-looking statements. The Company does not make anyguarantee that the assumptions underlying the forward-looking statements in thisannouncement are free from errors nor does it accept any responsibility for thefuture accuracy of the opinions expressed in this announcement or any obligationto update or revise the statements in this announcement to reflect subsequentevents. You should not place undue reliance on the forward-looking statements inthis announcement.
The information, opinions and forward-looking statements contained in thisannouncement speak only as at its date, and are subject to change withoutnotice. The Company does not undertake any obligation to review, update,confirm, or to release publicly any revisions to any forward-looking statementsto reflect events that occur or circumstances that arise in relation to thecontent of this announcement. Neither the Manager nor any of their affiliates makes any representation as tothe accuracy or completeness of this announcement and none of them accepts anyresponsibility for the contents of this announcement or any matters referred toherein.
This announcement is for information purposes only and is not to be relied uponin substitution for the exercise of independent judgment. It is not intended asinvestment advice and under no circumstances is it to be used or considered asan offer to sell, or a solicitation of an offer to buy any securities or arecommendation to buy or sell any securities of the Company. Neither the Managernor any of its affiliates accepts any liability arising from the use of thisannouncement.
In connection with the Private Placement, the Manager and any of its affiliates,acting as investors for their own accounts, may subscribe for or purchase sharesand in that capacity may retain, purchase, sell, offer to sell or otherwise dealfor their own accounts in such shares and other securities of the Company orrelated investments in connection with the Private Placement or otherwise.Accordingly, references in any subscription materials to the shares beingissued, offered, subscribed, acquired, placed or otherwise dealt in should beread as including any issue or offer to, or subscription, acquisition, placingor dealing by, the Manager and any of its affiliates acting as investors fortheir own accounts. The Manager does not intend to disclose the extent of anysuch investment or transactions otherwise than in accordance with any legal orregulatory obligations to do so.
The distribution of this announcement and other information may be restricted bylaw in certain jurisdictions. Persons into whose possession this announcement orsuch other information should come are required to inform themselves about andto observe any such restrictions.