NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO 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
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.
Reference is made to the stock exchange announcement published by Lifecare ASA
(the "Company") on 25 June 2024, regarding the registration of new share
capital following completion of the rights issue raising gross proceeds of
approximately NOK 90 million (the "Rights Issue") and the registration of
warrants allocated in connection with the Rights Issue.
The subscribers in the Rights Issue were allocated one warrant for every two
offer shares allocated to and paid by them in the Rights Issue. In total,
29,519,478 warrants were allocated to the subscribers in the Rights Issue.
Further, Munkekullen 5 Förvaltning AB and Buntel AB, having underwritten a
total of NOK 50 million of the Rights Issue, were allocated a total of
25,000,000 warrants at equal terms to the warrants allocated to subscribers in
the Rights Issue, as compensation for their underwriting commitment.
Consequently, a total of 54,519,478 warrants (the "Warrants") were allocated
to subscribers in the Rights Issue, Munkekullen 5 Förvaltning AB and Buntel
AB.
The Warrants may be exercised during the exercise period from 2 June 2025 to
13 June 2025 (the "Exercise Period").
The Warrants will be listed and tradable on Euronext Growth Oslo under the
ticker code "LIFES". The trading in the Warrants will be halted four days
before the end of the Exercise Period to facilitate settlement of exercised
Warrants. The Warrants will be tradable from 27 June 2024 to 16:30 (CEST) on 6
June 2025. The Warrants will hence only be tradable during parts of the
Exercise Period.
If all the Warrants are exercised, the Company expects to raise additional
gross proceeds of up to approximately NOK 108 million (based on the maximum
exercise price of NOK 1.98174). In the event that Warrants are not exercised,
the gross proceeds will be reduced corresponding to the proportion of Warrants
that are not exercised.
Each Warrant will give the holder a right to subscribe for one new share in
the Company at an exercise price per share equal to the volume-weighted
average price (VWAP) of the company's shares on Euronext Growth Oslo on the
three last trading days prior to the first date on which the holder can
exercise the Warrant in the exercise period less 30%, but in any event (i) not
lower than the par value of the Company's shares (NOK 0.40) and (ii) not
exceeding the subscription price in the Rights Issue plus 30% (i.e. NOK
1.98174).
Exercise of Warrants is carried out by written notification to the Company,
which must be received by the Company before the expiry of the Exercise
Period. The notice shall include the number of Warrants the holder has and how
many of these are exercised.
Holders of Warrants may either sell the Warrants or use them to subscribe for
shares in the Company within the Exercise Period. As such, the Warrants may
have an economic value for the holders, depending on the prevailing market
price for the shares in the Company. Holders of Warrants who do not sell or
use the Warrants to subscribe for shares in the Company may experience a
dilution of their shareholding in the Company.
If the Warrants are not sold within 16:30 (CEST) on 6 June 2025 or exercised
within 16:30 (CEST) on 13 June 2025 the Warrants will lapse with no
compensation to the holders.
For more information pertaining to the Warrants, please see the national
prospectus prepared for the Rights Issue, dated 28 May 2024 (the
"Prospectus").
The Prospectus is, subject to applicable local securities laws, available via
the website of the Company (www.lifecare.no/preferential-rights-issue) and at
the website of the Manager (as defined below)
(www.carnegie.no/ongoing-prospectuses-and-offerings).
Contacts:
For more 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
For information about the Rights Issue, please contact Carnegie AS (the
"Manager"): +47 22 00 93 60
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.
Important information:
The offering of the securities referred to in this announcement was made by
means of the Prospectus which has been registered with the Norwegian Register
of Business Enterprises. Neither the Financial Supervisory Authority of Norway
nor any other public authority has carried out any form of review, control, or
approval of the Prospectus. The Prospectus does not constitute an EEA
prospectus.
This announcement is an advertisement and 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 prospectuses to be published when securities are offered to
the public or admitted to trading on a regulated market, and repealing
Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the
"Prospectus Regulation"). Investors should not subscribe for any securities
referred to in this announcement except on the basis of information contained
in the Prospectus. Copies of the Prospectus are available from the Company's
registered office and, subject to certain exceptions, on the website of the
Manager.
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
Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred
to as "Relevant Persons"). These materials are directed only at Relevant
Persons and must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this announcement
relates is available only to 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.
This document is not for publication or distribution in, directly or
indirectly, Australia, Canada, Japan, the United States or any other
jurisdiction in which such release, publication or distribution would be
unlawful, and it does not constitute an offer or invitation to subscribe for
or purchase any securities in such countries or in any other jurisdiction. In
particular, the document and the information contained herein should not be
distributed or otherwise transmitted into the United States or to publications
with a general circulation in the United States of America.
The Manager is acting for the Company in connection with the Rights Issue and
no one else and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Rights Issue or any transaction or arrangement referred to in
this announcement.
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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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, and each of the Company, the Manager and its affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new
information, future developments or otherwise. This announcement is made by
and is the responsibility of, the Company. 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.
No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.
This information is subject to disclosure under the Norwegian Securities
Trading Act, §5-12. The information was submitted for publication at
2024-06-27 07:00 CEST.