Beskrivning
| Land | Norge |
|---|---|
| Lista | OB Match |
| Sektor | Hälsovård |
| Industri | Bioteknik |
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 18 December 2024: Reference is made to the stock exchange announcement published by Circio Holding ASA (the "Company") on 13 December 2024, regarding the invitation to receive available warrants and subscribe for new shares in the Company (the "Invitation").
A total of 13,864,852 warrants (Nw.: frittstående tegningsretter) (the "Warrants") were issued in connection with a rights issue completed in July 2024. Each Warrant gives the holder (the "Holder") a right to subscribe for one new share in the Company at an exercise price per Warrant of NOK 0.60. The Company has been given access to 6,486,915 Warrants from Holders not wishing to exercise their Warrants (the "Available Warrants").
Potential investors (the "Potential Investors") interested in exercising Available Warrants and subscribing for new shares were requested to complete an application form (the "Application Form") by 17 December 2024 at 16:00 hours (CET). Based on the Application Forms received by the Company within the deadline, the Company received applications for approximately 3 times more subscriptions than the number of Available Warrants.
Based on the above, the board of directors has today allocated all 6,486,915 Available Warrants to Potential Investors. Further, it was resolved to complete a private placement (the "Private Placement") by the issuance of 4,903,925 new shares in the Company at a subscription price of NOK 0.60 per share allocated to Potential Investors. The total subscription amount for the Available Warrants and the Private Placement is NOK 6,834,504.
Potential Investors being allocated Available Warrants or new shares in the Private Placement will be notified during the day. The Warrant exercise period closes today 18 December at 16:30 CET and the preliminary overall outcome will be announced by the Company shortly thereafter.
Prior to resolving the Private Placement, the board of directors made equal treatment considerations as the Private Placement implies a deviation from the shareholders' pre-emptive right to subscribe for and be allocated new shares pursuant to the Norwegian Public Limited Liability Companies Act, as well as the requirements relating to equal treatment of shareholders under the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange, and the Oslo Stock Exchange's Guidelines on the rule of equal treatment. It was emphasized that all existing shareholders and potential new investors were invited to participate in the Private Placement. Further, the Company wishes to reduce its reliance on the Atlas convertible bond financing facility, has an urgent need for equity and has been actively seeking to strengthen its shareholder base. Therefore, the board of directors concluded that the Private Placement would be in the best interests of shareholders and the Company, and the board of directors believes it has sufficient grounds for any differential treatment of shareholders.
The Company's share capital following the Private Placement will be NOK 34,337,744.40, divided by 57,2229,574 shares each with a nominal value of NOK 0.60.
The exercise period for the Warrants will expire today, 18 December 2024 at 16:30 hours (CET). The Company will publish a stock exchange announcement separately for the results of the warrant exercise.