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.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Oslo, 10 July 2025: Reference is made to the stock exchange announcement
published by Navamedic ASA ("Navamedic" or the "Company", OSE ticker: "NAVA") on
23 June 2025, with key information relating to the contemplated partly
underwritten rights issue in the Company raising gross proceeds of between NOK
110 million and NOK 130 million (the "Rights Issue"). Updated key information
relating to the Rights Issue is set out below.
Date on which the terms and conditions of the rights issue were announced: 23
June 2025.
Last day including right: 14 July 2025 (assuming normal T+2 settlement).
Ex-date: 15 July 2025 (assuming normal T+2 settlement).
Record Date: 16 July 2025.
Date of approval: 14 July 2025.
Maximum number of new shares: 6,046,511.
Subscription price: NOK 21.50.
Ratio preferential rights: Each existing shareholder as of 14 July 2025 (and
being registered as such in Euronext Securities Oslo, the Norwegian Central
Securities Depository (the CSD) as at the expiry of 16 July 2025 (the record
date)) will be granted 0.34233 subscription rights for each share registered as
held by the shareholder. The number of subscription rights granted to each
existing shareholder will be rounded down to the nearest whole subscription
right.
Subscription ratio: 1:1 (number of new shares per subscription right).
Managers: DNB Carnegie, a part of DNB Bank ASA and Nordea Corporate Finance, a
part of Nordea Bank Abp, filial i Norge.
Will the rights be listed yes/no: Yes, the subscription rights are expected to
be listed on Euronext Oslo Børs and the ticker code will be announced when
determined.
ISIN for the preferential rights: To be announced when determined.
Other information: The Rights Issue is subject to (i) approval by the
extraordinary general meeting (the "EGM") and (ii) publication of a prospectus
for offering and listing of the new shares to be approved by the Norwegian
Financial Supervisory Authority. Further information regarding the Rights Issue
is included in the notice of the EGM as published by the Company on 23 June 2025
and will be provide in the prospectus.
This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Lars Hjarrand, CFO, Mobile: +47 917 62 842 E-mail: Lars.Hjarrand@navamedic.com
Kathrine Gamborg Andreassen, CEO, Mobile: +47 951 78 880 E-mail:
kathrine@navamedic.com,
About Navamedic
Navamedic ASA is a full-service provider of high-quality healthcare products to
hospitals and pharmacies. Navamedic meets the specific medical needs of patients
and consumers by leveraging its highly scalable market access platform, leading
category competence and local knowledge. Navamedic is present in all the Nordic
countries, the Baltics and Benelux, with sales representation in Greece.
Navamedic is headquartered in Oslo, Norway, and listed on the Oslo Stock
Exchange (ticker: NAVA). For more information, please visit www.navamedic.com.
- IMPORTANT INFORMATION -
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by
means of the 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 will,
following publication, be available from the Company's registered office and,
subject to certain exceptions, on the website of the Managers.
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 Managers are 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 their respective 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.
This announcement is made by and is the responsibility of, the Company. Neither
the Managers nor any of their 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 Managers nor any of their
respective affiliates accepts any liability arising from the use of this
announcement.