NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
Reference is made to the stock exchange announcement made by Lifecare ASA (the “Company“) on 8 October 2024 announcing the launch of the retail offering (the “Offering“) of up to 1,000,000 new shares (the “Offer Shares“) to the public in Norway, Sweden and Denmark.
The Company is pleased to announce that the Offering has been successfully placed, raising gross proceeds of NOK 16,625,320 through the allocation of 831,266 Offer Shares at the offer price of NOK 20 per share.
All applicants who submitted a valid application have received full allocation. All applicants have been treated equally in the allocation. No allocation has been given below NOK 10,500, and the Company has set a maximum allocation of NOK 2,000,000.
Notifications of allocated Offer Shares and the corresponding amount to be paid by investors are expected to be communicated to investors on or about 16 October 2024. Investors who have access to investor services through their VPS account manager should be able to see how many Offer Shares they have been allocated from on or about 12:00 (CEST) on 16 October 2024.
Payment for allocated Offer Shares falls due on or about 18 October 2024. The Offer Shares are expected to be pre-paid by the Manager (as defined below) pursuant to a pre-payment agreement between the Company and the Manager, in order to facilitate prompt registration of the share capital increase pertaining to the issuance of Offer Shares, and the share capital increase is expected to be registered with the Norwegian Register of Business Enterprises on or about 18 October 2024. Following registration of the share capital increase, the Offer Shares are expected to be delivered to applicants in the VPS on or about 22 October 2024, subject to timely payment having been received. The Offer Shares will be tradable following delivery of the Offer Shares to applicants in the VPS, expected on or about 22 October 2024.
The Company’s shares, including the Offer Shares, are expected to become tradable on Oslo Børs on or about 22 October 2024.
Following registration of the share capital increase pertaining to the issuance of the Offer Shares, the Company will have a share capital of NOK 82,435,490.80 divided into 15,852,979 shares, each with a nominal value of NOK 5.20.
Advisors
Carnegie AS is acting as manager in connection with the Offering (the “Manager“). Nordnet Bank AB (“Nordnet“) is acting as placing agent in the Offering. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Company.
About Lifecare:
Lifecare is a clinical stage medical sensor company developing technology for sensing and monitoring of various body analytes. Lifecare’s main focus is to bring the next generation of Continuous Glucose Monitoring (“CGM“) systems to market. Lifecare enables osmotic pressure as sensing principle, combined with the ability to manipulate Nano-granular Tunnelling Resistive sensors (“NTR“) on the sensor body for read-out of pressure variations. Lifecare’s sensor technology is referred to as “Sencell” and is suitable for identifying and monitoring the occurrence of a wide range of analytes and molecules in the human body and in pets.
Contacts
For further information, please contact:
- Joacim Holter, CEO, joacim.holter@lifecare.no, +47 40 05 90 40
- Renete Kaarvik, CFO, renete.kaarvik@lifecare.no, +47 94 83 82 42
Important information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities of the Company. The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
Copies of this announcement are not being made and may not be distributed or sent into any other jurisdiction than Norway, Sweden and Denmark, including but not limited to the United States of America, Australia, Canada.
Any offering of the securities referred to in this announcement is made by means of the prospectus prepared by the Company in connection with the Offering and the listing of the Company’s shares on Oslo Børs, alternatively Euronext Expand (the “Prospectus“). This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned Prospectus.
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 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 offering in the United States or to conduct a public offering of securities in the United States.
Copies of this announcement are not being, and should not be, distributed in or sent into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. The securities described herein have also not been and will not be registered under the applicable securities laws of the United States, Australia, Canada or Japan and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in the United States, Australia, Canada or Japan. There will be no public offering of the securities described herein in the United States, Australia, Canada or Japan.
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”, “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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Neither the Company nor the Manager undertake any obligation to review, update, confirm or 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 communication.
The Manager is acting exclusively for the Company and no one else in connection with the Offering. It will not regard any other person as its clients in relation to the planned Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Neither the Manager nor any of its directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.