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Beskrivning
Land | Sverige |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Hälsovård |
Industri | Medicinteknik |
2024-12-16 08:00:16
STOCKHOLM - 16 December 2024 - Reference is made to the stock exchange
announcement made by Inify Laboratories AB (the "Company") on 9 December 2024
regarding the board of directors' decision to launch a fully guaranteed private
placement of 30,000,000 new shares (the "Private Placement Shares") with gross
proceeds of the NOK equivalent of approximately SEK 135 million with a minimum
subscription per subscriber of the NOK equivalent of EUR 100,000 (the "Private
Placement"), directed pro-rata towards existing shareholders holding more than
400,000 shares in the Company (other than Avanza Bank AB) (the "Eligible
Shareholders"), and a fully guaranteed repair issue of new shares in the Company
with gross proceeds of the NOK equivalent of approximately SEK 15 million (the
"Subsequent Offering"), directed pro-rata towards all existing shareholders
other than the Eligible Shareholders, as further described below.
The Company is pleased to announce that the Private Placement has been
successfully placed, through an allocation of 30,202,366 new shares in the
Company at the offer price of NOK 4.50 per share, for gross proceeds of NOK
135,910,647 (equivalent to approximately SEK 135 million). 25,199,640 Private
Placement Shares were allocated to Eligible Shareholders, based on a pro-rata
allocation. The guarantors, Monsun AS and Auris AS were allocated the remaining
5,002,726 Private Placement Shares, as follows:
1. Monsun AS: 4,288,050 Private Placement Shares
2. Auris AS: 714,676 Private Placement Shares
The net proceeds from the Private Placement will be used to fund the Company's
expansion into the United Kingdom and for general corporate purposes.
The below primary insider was allocated new shares at the Offer Price in the
Private Placement:
- Gallivant S.à r.l. and Monsun AS, companies closely associated with
board member Magne Jordanger, have been allocated 20,229,274 and 5,022,570
Private Placement Shares, respectively (in aggregate: 25,251,844 Private
Placement Shares). Gallivant S.à r.l. and Monsun AS will, subject to completion
of the Private Placement own 47,410,660 and 6,009,520 shares, respectively, in
the Company.
A PDMR notice will be disclosed separately.
Settlement
The date for payment of the Private Placement is expected to be on or about 14
February 2025 (the "Payment Date"). The new shares in the Private Placement are
expected to be delivered on or about 17 February 2025, and are subject to
turnaround time for registration of the share capital increase relating to the
Private Placement with the Swedish Companies Registration Office ("SCRO"). The
shares allocated in the Private Placement will be tradable on Euronext Growth
Oslo when the new shares have been registered with the SCRO and registered by
Euroclear Sweden and Euronext Securities Oslo, respectively, expected on or
about 17 February 2025. The Company will announce when such registration has
taken place.
Subsequent offering
The Company will, subject to the publication of a national (Norwegian)
prospectus, carry out the Subsequent Offering.
The Subsequent Offering will, subject to applicable securities law, be directed
towards all existing shareholders in the Company other than the Eligible
Shareholders as of 13 December 2024 (as registered in Euronext Securities Oslo
or Euroclear, as applicable, on 17 December 2024, who are not resident in a
jurisdiction where such offering would be unlawful or would (in jurisdictions
other than Norway) require any prospectus, filing, registration or similar
action.
The Company expects to publish the national (Norwegian) prospectus for the
Subsequent Offering in the beginning of January 2025, and thereafter commence a
two-week application period for the Subsequent Offering.
Advisors
SpareBank 1 Markets AS ("SpareBank 1 Markets") has been appointed as financial
advisor in connection with the Private Placement and the Subsequent Offering.
Schjødt law firm acts as legal counsel to the Company.
For further information, please contact CEO, Fredrik Palm,
fredrik.palm@inify.com, or visit https://www.inify.com
###
The future of pathology
Inify Laboratories provides cancer diagnostics through ultramodern laboratory
services within pathology. It uses a fully digital, standardized and AI
-supported workflow to optimize quality and response times, initially within
prostate. The concept is scalable and can be extended to other diagnoses.
The service includes the whole chain of sample handling: from logistics to
sample preparation, to reporting by a pathologist. The report is assisted by our
own AI, proven in clinical studies to have world-leading accuracy. The complete
workflow is supported by a tailor-made process control system.
The company, based in Sweden, became independent in 2022 through a spin-off from
ContextVision(https://www.contextvision.com/), with 40 years of experience
within digital imaging for medical applications. It is listed on Euronext Growth
Oslo under the ticker INIFY.
This information is subject to the disclosure requirements pursuant to section 5
-12 the Norwegian Securities Trading Act.
Important information
The release, announcement or distribution of this press release may, in certain
jurisdictions, be subject to restrictions. The recipients of this press release
in jurisdictions where this press release has been published or distributed
shall inform themselves of and follow such restrictions. The recipient of this
press release is responsible for using this press release, and the information
contained herein, in accordance with applicable rules in each jurisdiction. The
information in this press release does not contain or constitute an offer to
acquire, subscribe or otherwise trade in shares, subscription rights or other
securities in the Company in any jurisdiction. Any invitation to the persons
concerned to subscribe for shares in the Subsequent Offering will only be made
through the national (Norwegian) prospectus which the Company expects to publish
in the beginning of January 2025.
This press release does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in new shares. Any investment decision in connection with the Private
Placement and Subsequent Offering must be made on the basis of all publicly
available information relating to the Company and the Company's shares. Such
information has not been independently verified by SpareBank 1 Markets. The
information contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness. SpareBank 1 Markets is acting for the Company in connection with
the transaction and no one else and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients nor for giving
advice in relation to the transaction or any other matter referred to herein.
This press release does not constitute a recommendation concerning any
investor's option with respect to the Private Placement and Subsequent Offering.
Each investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data described in
this announcement and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a guide to future
performance.
The information contained in this press release is not intended for, and must
not be accessed by, or distributed or disseminated, directly or indirectly, in
whole or in part, to persons resident or physically present in the United States
of America (including its territories and possessions, any state of the United
States and the District of Columbia) (the "United States"), Australia, Canada,
Hong Kong, Japan, New Zealand, Singapore, South Africa, United Kingdom or any
other jurisdiction where such action is wholly or partially subject to legal
restrictions, or would require additional prospectuses, registration or other
measures than those required by Norwegian law. The information in the press
release does not constitute any offer regarding subscription rights, paid
subscribed shares or shares in the Company ("Securities") to any person in said
jurisdictions. The information in the press release may not be forwarded or
reproduced in such a manner that contravenes such restrictions or gives cause to
such requirements.
No securities have been or will be registered under the United States Securities
Act of 1933, as amended (the "Securities Act") or the securities legislation of
any state or other jurisdiction in the United States and may not be offered,
subscribed for, exercised, used, pledged, sold, resold, granted, delivered or
otherwise transferred, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a transaction not subject
to, the registration requirements under the Securities Act and in compliance
with the securities legislation in the relevant state or any other jurisdiction
of the United States.
Within the European Economic Area ("EEA"), no public offering of Securities is
made in other countries than Sweden or Norway. In other member states of the EU,
such an offering of Securities may only be made in accordance with the
Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"). In other
member states of the EEA which have implemented the Prospectus Regulation in its
national legislation, any offer of Securities may only be made in accordance
with an applicable exemption in the Prospectus Regulation and/or in accordance
with an applicable exemption under a relevant national implementation measure.
In the United Kingdom, this document and any other materials in relation to the
securities described herein is only being distributed to, and is only directed
at, and any investment or investment activity to which this document relates is
available only to, and will be engaged in only with, "qualified investors" who
are (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order")