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.
Reference is made to the announcement published on 19 October 2023 by LifecareAS (the "Company") regarding the launch of a contemplated private placement (the"Private Placement").
Lifecare is pleased to announce that it has raised NOK 42.5 million in grossproceeds through the Private Placement of 17 million new shares in the Company(the "Offer Shares"), at a price per Offer Share of NOK 2.50 (the "OfferPrice").
Tjelta AS, an investment company wholly owned by Jostein Tjelta, subscribed forNOK 20 million and has been allocated 8 million shares in the Private Placement.In addition, Lacal AS, who held 15.43% of the shares in the Company prior to thePrivate Placement, subscribed for NOK 8 million and has been allocated 3.2million shares in the Private Placement.
The Private Placement took place through an accelerated bookbuilding processafter close of trading on Euronext Growth Oslo on 19 October 2023 with CarnegieAS as bookrunner and manager (the "Manager").
The Company intends to use the net proceeds from the Private Placement for: (i)Further research and clinical studies of Lifecare's sensor techology, (ii)Product development of the Sencell Continous Glucose Monitoring system towardsmarket launch in the veterinary market and CE mark preparations for the humanmarket, (iii) Financing of production set-up, including production space andproduction equipment, (iv) Strengthening the Company's balance sheet to ensurefinancial capacity and flexibility to pursue growth opportunities, (v) Continueto develop the organization and internationalize the Company, and (vi) workingcapital as well as for general corporate purposes.
The share capital increase pertaining to the Private Placement was resolved bythe Board of Directors of the Company on 19 October 2023 pursuant toauthorizations granted by the annual general meeting held 18 April 2023.Notification of allotment of the Offer Shares, including settlementinstructions, will be sent to the applicants through a notification from theManager on or about 20 October 2023.
In order to facilitate timely delivery of shares to subscribers in the PrivatePlacement, delivery of the new shares allocated in the Private Placement will bemade by delivery of existing and unencumbered shares in the Company alreadylisted on Euronext Growth, pursuant to a share lending agreement entered intobetween the Company, the Manager and Teigland Eiendom AS. The Manager willsettle the share loan with new shares in the Company to be issued shortly afterpayment has been received for the Offer Shares. The Offer Shares will betradable from allocation.
Following issuance of the Offer Shares, the Company will have an issued sharecapital of NOK 53,946,296.8 divided into 134,865,742 shares, each with a parvalue of NOK 0.4.
The Board of Directors has considered the Private Placement in light of theequal treatment obligations under the Norwegian Private Limited LiabilityCompanies Act, the Norwegian Securities Trading Act, the Issuer Rules forEuronext Growth Oslo and Oslo Børs' Circular no. 2/2014, and is of the opinionthat the Private Placement is in compliance with these requirements. The Boardhas considered alternative structures for the raising of new equity. The Boardis of the view that is in the common interest of the Company and itsshareholders to raise equity through a private placement setting aside thepre-emptive rights of the shareholders. By structuring the equity raise as aprivate placement, the Company has been in a position to raise equityefficiently, with a lower discount to the current trading price, at a lower costand with a significantly lower risk compared to a rights issue. In theassessment it has also been taken into consideration that the Private Placementhas been structured as a publicly announced bookbuilding process.
The Board of Directors has also considered whether a subsequent offering shouldbe carried in order to further justify the deviation from the equal treatmentprinciple inherent in the Private Placement. Taking into account that the OfferPrice in the Private Placement represents a relatively small discount comparedto the trading price of the Company's shares, the size of the Private Placementand the limited increase of the Company's share capital that the PrivatePlacement entails, and also the costs associated with a subsequent offering(including costs associated with the preparation of a prospectus), the Board ofDirectors has concluded not to carry out a subsequent offering.
This is LifecareLifecare AS is a clinical stage medical sensor company developing technology forsensing and monitoring of various body analytes. Lifecare's main focus is tobring the next generation of Continuous Glucose Monitoring ("CGM") systems tomarket. Lifecare enables osmotic pressure as sensing principle, combined withthe ability to manipulate Nano-granular Tunnelling Resistive sensors ("NTR") onthe sensor body for read-out of pressure variations. LifecareŽs sensortechnology is referred to as "Sencell" and is suitable for identifying andmonitoring the occurrence of a wide range of analytes and molecules in the humanbody.
For further information, please contact:Joacim Holter, CEO, Lifecare AS, joacim.holter@lifecare.no, +47 40 05 90 40
This information is considered to be inside information pursuant to the EUMarket Abuse Regulation and is subject to the disclosure requirements pursuantto Section 5-12 the Norwegian Securities Trading Act.
This announcement was published on behalf of the Company by Joacim Holter, CEOof the Company on 19 October 2023 at 21:17 CEST.
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.