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, 7 October 2025: Reference is made to the previous stock exchange
announcements published by Navamedic ASA (the "Company") regarding the partly
underwritten rights issue of up to 6,046,511 offer shares (the "Offer Shares")
at a subscription price of NOK 21.50 per share, with subscription rights for
existing shareholders (the "Rights Issue").
The subscription period for the Rights Issue (the "Subscription Period") expired
on 6 October at 16:30 hours (CEST).
At the expiry of the Subscription Period, the Company had received valid
subscriptions for a total of 6,473,136 Offer Shares. The Rights Issue was
consequently oversubscribed by approximately 7% at the maximum deal size of NOK
130 million.
The final allocation of the Offer Shares in the Rights Issue has now been
completed based on the allocation criteria set out in the Company's prospectus
dated 19 September 2025 (the "Prospectus"), which, subject to applicable local
securities laws, is made available at the Company's website www.navamedic.com,
as well as at www.dnb.no/emisjoner and www.nordea.com/en/issuances.
The board of directors of the Company has allocated a total of 6,046,511 Offer
Shares, resulting in gross proceeds from the Rights Issue of NOK 130 million.
1,982,319 Offer Shares have been allocated to subscribers with granted and
acquired subscription rights which have been validly exercised. 4,064,192 Offer
Shares have been allocated to subscribers with subscription rights who have
exercised their subscription rights and over-subscribed. No Offer Shares have
been allocated to the underwriters of the Rights Issue in their capacity as
such.
Further, the board of directors of the Company has today resolved to issue a
total of 272,090 new shares (the "Underwriting Commission Shares") to be
delivered to the underwriters in the Rights Issue in accordance with the
underwriting agreements dated 27 June 2025 and 28 June 2025, as settlement of
their entitlement to commission under said agreements. The Underwriting
Commission Shares have been resolved issued pursuant to the authorisation
granted to the board of directors at the extraordinary general meeting held on
14 July 2025. The Underwriting Commission Shares will be issued at a
subscription price of NOK 21.50 per Underwriting Commission Share, which is
equal to the subscription price in the Rights Issue.
Notifications of allocated Offer Shares and the corresponding subscription
amount to be paid by each subscriber are expected to be distributed during the
course of today, on 7 October 2025. Payment for the allocated Offer Shares falls
due on 9 October 2025 in accordance with the payment procedures described in the
Prospectus.
The Offer Shares and the Underwriting Commission Shares may not be transferred
or traded before they have been fully paid and the share capital increase
pertaining to the relevant shares has been registered with the Norwegian
Register of Business Enterprises (Nw. Foretaksregisteret). The Company will
publish a stock exchange announcement once each such share capital increase has
been registered. It is expected that the share capital increases pertaining to
the Offer Shares and the Underwriting Commission Shares will be registered in
the Norwegian Register of Business Enterprises on or about 13 October 2025 and
that the Offer Shares and the Underwriting Commission Shares will be delivered
to the securities accounts of the subscribers to whom they are allocated on or
about the next day.
The Offer Shares and the Underwriting Commission Shares are expected to be
tradable on Euronext Oslo Børs from and including 14 October 2025.
Following the issuance of the 6,046,511 Offer Shares and the 272,090
Underwriting Commission Shares, the Company's share capital will be NOK
17,746,219.72, divided into 23,981,378 shares, each with a nominal value of NOK
0.74.
DNB Carnegie, a part of DNB Bank ASA and Nordea Corporate Finance, a part of
Nordea Bank Abp, filial i Norge are acting as managers in the Rights Issue
(jointly the "Managers").
For more information, please contact:
Kathrine Elisabeth Gamborg Andreassen, CEO, Navamedic ASA
Tel: +47 951 78 880
Email: kathrine@navamedic.com
Lars Hjarrand, CFO, Navamedic ASA
Tel: +47 917 62 842
Email: lars.hjarrand@navamedic.com
This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.
About Navamedic ASA
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 and listing of the securities referred to in this announcement have
been 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"). The approval of the
Prospectus by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet)
should not be understood as an endorsement of the securities referred to in this
announcement. Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
Prospectus, to fully understand the potential risks and rewards associated with
the decision to invest in the securities. Copies of the Prospectus are available
from the Company's registered office and, subject to certain exceptions, on the
website of the Managers.
In any EEA Member State other than Norway, 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,
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 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.