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 NOTICE AT THE END OF THIS STOCK EXCHANGE
ANNOUNCEMENT.
Reference is made to the stock exchange announcement made by Lifecare ASA (the
"Company") on 13 June 2025 regarding the last day of the exercise period for
the 4,193,806 warrants (the "Warrants") issued in connection with the
partially underwritten rights issue of new shares in the Company completed in
June 2024. Each Warrant gives the holder a right to subscribe for one new
share in the Company.
The exercise period for the Warrants expired at 16:30 hours (CEST) on 13 June
2025. At the expiry of the exercise period, a total of 3,207,994 Warrants were
exercised at the exercise price per share of NOK 5.31681. Notifications of
allocated shares and the corresponding total exercise price to be paid by each
subscriber is expected to be distributed in a letter from the VPS on or about
16 June 2025. The payment for new shares allocated to a subscriber falls due
on 19 June 2025.
Subject to timely payment of the aggregate exercise amount for the new shares
on 19 June 2025, the Company expects that the share capital increase
pertaining to the issuance of the new shares will be registered with the
Norwegian Register of Business Enterprises on or about 24 June 2025 and that
shares will be delivered to the VPS accounts of the subscribers to whom they
are allocated on or about 25 June 2025.
The shares received upon exercise of Warrants will be listed on Euronext Oslo
Børs under ISIN NO0013355859 and ticker code "LIFE". The shares will be listed
as soon as the new shares are fully paid, the share capital increase
pertaining to the issuance of the new shares has been registered with the
Norwegian Register of Business Enterprises, and the new shares have been
issued in the VPS. One shareholder has accepted to receive 37,399 new shares
on a separate temporary ISIN, pending the approval and publication by the
Company of a prospectus for the listing of such new shares.
Important notice
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
Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression
"Prospectus Regulation" means (EU) 2017/1129 of the European Parliament and of
the Council, of 14 June 2017, as amended Regulation, on the prospectus to be
published when securities are offered to the public (together with any
applicable implementing measures in any EEA Member State.
This communication is only being distributed to and is only directed at
persons in the United Kingdom that are (i) 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) 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 together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not 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 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
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 make any representation as to
the accuracy or completeness of this announcement and the Manager does not
accept any responsibility or liability 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 accept 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.
About us
Lifecare ASA is a medical sensor company developing technology for sensing and
monitoring of various body analytes. Lifecare's focus is to bring the next
generation of Continuous Glucose Monitoring ("CGM") systems to market.
Lifecare enables osmotic pressure as sensing principle. Lifecare's sensor
technology 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
This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR Article 17. The information was submitted for publication at
2025-06-13 18:19 CEST.