Bifogade filer
PDF
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, Norway 4 December 2024: Reference is made to the rights issue by Circio Holding ASA completed in July 2024 (the "Rights Issue").
The subscribers in the rights issue were allocated 7,242,992 warrants (Nw.: frittstående tegningsrett). In addition, 6,000,000 warrants were issued to Atlas Special Opportunities LLC ("Atlas") in connection with the conversion of NOK 15 million worth of convertible bonds by issuing new shares at the subscription price of the rights issue and 621,860 warrants were issued to pre-subscribers in the rights issue (such warrants, jointly the "Warrants"). The total of 13,864,852 Warrants were issued and registered with the Norwegian Register of Business Enterprises on 26 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 share as described below during the exercise period, as defined below (the "New Shares").
The exercise period for the Warrants will commence today, 4 December 2024.
A description of the process of exercising Warrants is provided below, and will also be made available at www.circio/warrants/exercise
Exercise period
The Warrants can be exercised only during the exercise period starting at 08:00 hours (CET) on 4 December 2024 and ending at 16:30 hours (CET) on 18 December 2024 (the "Exercise Period").
The Warrants that are not exercised before the expiry of the Exercise Period on 18 December 2024 at 16:30 (CEST) will have no value and will lapse without compensation to the Holder.
The Holders of Warrants who do not exercise their Warrants to subscribe for New Shares may experience a dilution of their shareholding in the Company. Please see section 10.20 "Dilution" in the Company's securities note approved on 18 June 2024 (the "Securities Note" and together with a registration document supplement and summary, approved on 18 June 2024, and a registration document approved on 28 September 2023 and a registration document supplement approved on 8 March 2024 comprises the "Prospectus"). The terms and conditions for the issuance and exercise of Warrants are set out in the Prospectus applicable local securities laws and available on the Company's webpage (www.circio.com).
Exercise price per Warrant
Each Warrant gives the Holder the right to subscribe for and be allocated one New Share in the Company at an exercise price equal to the higher of (i) the volume weighted average price quoted for trades in the shares of the Company the ten last trading days on the Oslo Stock Exchange prior to commencement of the Exercise Period on December 4 2024 less a discount of 30% and (ii) NOK 0.60
Based on the criteria above, the exercise price per Warrant is NOK 0.60 (the "Exercise Price").
Exercise procedure and payment of shares
A Holder who wants to exercise Warrants and subscribe for New Shares (the "Subscriber") is requested to complete the following three steps, during the Exercise Period:
- Send a completed and signed PDF document of the Warrants exercise form to (the "Form") by e-mail to contact@circio.com
The Form can be found on the website of the Company (www.circio.com) and as an attachment to this press release.
- Contact the bank (VPS account manager) holding the Warrants on your behalf, to request that the number of Warrants to be exercised are transferred to the following VPS account number of Nordea Bank Abp, Norwegian branch ("Nordea"):
06001.2222.000
The transfer shall be marked with the "Name of VPS account Holder".
It is recommended to start this process early due to processing lead time.
- Transfer the correct subscription amount (in NOK) to the bank account of Circio Holding ASA at Nordea:
Account holder: Circio Holding ASA
SWIFT: NDEANOKK
Account no.: 6005.06.60667
IBAN#: NO5160050660667
The transfer shall be marked with the "Name of the Holder"
Responsibilities of the Subscriber:
The Subscriber is responsible for completing the above three steps in due time. It is important to consider that the process needs to be completed, not just initiated, before the expiry of the Exercise Period, which includes the Warrants and the subscription amount being received in their respective accounts as stated under step 2 and 3 above, before 16:30 on 18 December 2024.
The subscription amount shall be calculated based on the number of exercised Warrants multiplied by the Exercise Price, i.e. NOK 0.60 (the "Subscription Amount"). It is to be noted that the Subscriber, following the submission of the Form, is expected to perform all steps in the transfer of Warrants and payment of the Subscription Amount without further notice or information from the Company.
Circio Holding ASA will cover the costs related to the issuance of the New Shares. Other costs of the Holder, if any, including the cost for transferring Warrants and the Subscription Amount from the Holder's bank to recipient account, shall be covered by the Holder.
By completing and submitting the signed Form, the Subscriber of the relevant Warrants irrevocably undertakes to subscribe for and acquire a number of New Shares equal to the number of Warrants exercised at the relevant exercise price.
If the transfer of Warrants to be exercised and/or payment of the Subscription Amount by the Holder are not completed prior to the expiry of the Exercise Period, the Company reserves the right not to issue New Shares, or a truncated number of New Shares corresponding to the received payment from the Holder. When a Subscriber's default in timely payment of the Subscription Amount results in that the New Shares subscribed will not be issued, then the exercised Warrants are forfeited.
Delivery of the New Shares
The New Shares will be listed and issued upon registration of the share capital increase in the Norwegian Register of Business Enterprises expected at year end 2024 / beginning of January 2025. The Company will strive towards delivering the New Shares as soon as practically possible following the expiry of the Exercise Period. The New Shares issued upon exercise of Warrants will be listed on the Oslo Stock Exchange under ISIN NO0013033795 and ticker code "CRNA".
The New Shares will not be transferred to the Holder before they are fully paid and the share capital increase pertaining to the exercise of the Warrants has been registered with the Norwegian Register of Business Enterprises.