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.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE
Reference is made to the previous stock exchange announcements from Observe
Medical ASA (the "Company") regarding the rights issue of 25,714,286 new shares
in the Company (the "Offer Shares"), raising gross proceeds of approximately NOK
180 million (the "Rights Issue"). The subscription period will commence today.
Carnegie AS and DNB Markets, a part of DNB Bank ASA, are acting as managers in
the Rights Issue (jointly the "Managers").
Allocation of subscription rights:
The shareholders of the Company as of 4 February 2022 (and being registered as
such in Euronext Securities Oslo, the Norwegian Central Securities Depository,
(the "VPS") as at the expiry of 8 February 2022 pursuant to the two days'
settlement procedure of VPS (the "Record Date")) (the "Existing Shareholders"),
have been granted subscription rights (the "Subscription Rights") in the Rights
Issue that provide preferential rights to subscribe for, and be allocated, Offer
Shares at the Subscription Price (as set out below).
Each Existing Shareholder have been granted 1.311588 Subscription Rights for
each existing share registered as held by the Existing Shareholder at the Record
Date, rounded down to the nearest whole Subscription Right. Each whole
Subscription Right will, subject to applicable law, give the right to subscribe
for, and be allocated, one Offer Share. Over-subscription and subscription
without Subscription Rights are permitted. The grant or purchase of Subscription
Rights and the subscription of Offer Shares by persons resident in, or who are
citizens of countries other than Norway, may be affected by the laws of the
relevant jurisdiction. Further, no Offer Shares or Subscription Rights will be
offered or sold in the United States. For a further description of such
restrictions, reference is made to Section 15 "Selling and Transfer
Restrictions" in the prospectus dated 8 February 2022 (the "Prospectus"). The
Prospectus is, subject to applicable local securities laws, available at the
websites of the Company (www.observemedical.com), Carnegie AS
(www.carnegie.no/ongoing-prospectuses-and-offerings/) and DNB Markets, a part of
DNB Bank ASA (www.dnb.no/emisjoner).
The subscription period commences on 9 February 2022 and expires on 23 February
2022 at 16:30 CET.
The Subscription Rights will be listed and tradable on Euronext Expand from 9
February 2022 to 16:30 hours CET on 21 February 2022 under the ticker code
"OBSRT". The Subscription Rights will hence only be tradable during a part of
the subscription period.
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the subscription period on 23 February 2022 at 16:30 CET or not sold
before 16:30 CET on 21 February 2022 will have no value and will lapse without
compensation to the holder.
The Subscription Rights are expected to have an economic value if the Company's
shares trade above the Subscription Price during the subscription period.
Existing Shareholders who do not use their Subscription Rights will experience a
dilution of their shareholding in the Company, see Section 14.3 "Dilution" in
the Prospectus for a further description of such dilutive effect.
NOK 7.00 per Offer Share
In order to subscribe for Offer Shares, investors holding Subscription Rights
need to complete the subscription form and submit it to one of the Managers at
the address or email address set out in the Prospectus and the subscription form
by 16:30 hours (CET) on 23 February 2022.
Subscribers who are Norwegian residents with a Norwegian personal identification
number who wish to subscribe for Offer Shares are encouraged to do so through
the VPS online subscription system (or by following the link on
www.carnegie.no/ongoing-prospectuses-and-offerings/ or www.dnb.no/emisjoner,
which will redirect the subscriber to the VPS online subscription system).
Conditions for completion of the Rights Issue:
The completion of the Rights Issue is subject to (i) the underwriting agreement
dated 14 January 2022 (the "Underwriting Agreement") remaining in full force and
effect if required in order to raise the gross proceeds (please see below for a
description of the underwriting and the Underwriting Agreement, including the
conditions and termination rights therein), and (ii) the share purchase
agreement entered into by the Company on 14 January 2022 for the acquisition of
100 % of the shares in Biim Ultrasound AS remaining in full force and effect at
the time notice of the registration of the share capital increase pertaining to
the Rights Issue is sent to the Norwegian Register of Business Enterprises.
If it becomes clear that the conditions mentioned above will not be fulfilled,
the Rights Issue will be withdrawn.
Further, the Rights Issue may be withdrawn, or the completion of the Rights
Issued may be delayed, if the aggregate subscription amount for the Offer Shares
is not received by the Company on time or at all.
If the Rights Issue is withdrawn, all Subscription Rights will lapse without
value, any subscriptions for, and allocations of, Offer Shares that have been
made will be disregarded and any payments for Offer Shares made will be returned
to the subscribers without interest or any other compensation. The lapsing of
Subscription Rights will be without prejudice to the validity of any trades in
Subscription Rights, and investors will not receive any refund or compensation
in respect of Subscription Rights purchased in the market.
The Rights Issue is underwritten by certain new investors, certain existing
shareholders of the Company and the Managers (the "Underwriters"). Subject to
the terms and conditions set out in the Underwriting Agreement, the Underwriters
have undertaken to guarantee, severally and not jointly, to subscribe for the
Offer Shares in the Rights Issue, with a total underwritten amount of NOK 180
million. The Offer Shares in the Rights Issue which are not subscribed upon
expiration of the subscription period (if any), will thus be subscribed by and
allocated to the Underwriters.
The Underwriters' obligations to subscribe and pay for the Offer Shares
allocated to them in accordance with the Underwriting Agreement are conditional
upon certain conditions. Please refer to section 14.1.23 "The Underwriting" in
the Prospectus for a further description of such conditions.
The Company may terminate the Underwriting Agreement in its sole discretion at
any time prior to the registration of the share capital increase pertaining to
the Rights Issue with the Norwegian Register of Business Enterprises. The
Underwriters' obligations expire in the event that they have not been notified
of any allotment under the Underwriting Agreement within 31 March 2022. Prior to
that date, the Underwriters may terminate the Underwriting Agreement in the
event that the Company is in material breach of the Underwriting Agreement. In
such event, the Rights Issue will be withdrawn unless it is fully subscribed.
If an Existing Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Existing Shareholder details of the aggregate number of
Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each Existing Shareholder with this
information in accordance with its usual customer relations procedures. Existing
Shareholders holding their shares in the Company through a financial
intermediary should contact the financial intermediary if they have received no
information with respect to the Rights Issue.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the entire subscription amount in the Rights Issue,
the Company expects that the share capital increase pertaining to the Rights
Issue will be registered with the Norwegian Register of Business Enterprises on
or about 3 March 2022 and that the Offer Shares will be delivered to the VPS
accounts of the subscribers to whom they are allocated on or about the next day.
The Offer Shares are expected to be tradable on Euronext Expand from and
including 3 March 2022.
For further information about the Company, please contact:
Björn Larsson, CEO of Observe Medical,
Mobile: +46 76 620 17 25
Per Arne Nygård, CFO of Observe Medical,
Mobile: +47 411 04 345
For information about the Rights Issue please contact the Managers:
Carnegie AS, tel.: +47 22 00 93 40
DNB Markets, tel.: +47 23 26 81 01
About Observe Medical
Observe Medical develops and markets and sells innovative hospital products that
contribute to increased patient safety and a more efficient care system. The
company's ambition is to drive growth by leveraging its expertise in sales and
commercialization of its broad portfolio of medical technology products, mainly
in the areas of Urine measurement, Anesthesiology/ICUs and wound care, in
combination with targeted M&A. The company's headquarter is in Oslo, Norway and
its operations is based out of Gothenburg, Sweden. Observe Medical has a direct
sales organization in the Nordics and a distributor network internationally.
Observe Medical's product Sippi® is the only automated digital urine meter with
possibility for wireless data transfer to the hospital patient data management
systems and hinders bacterial migration that can lead to urinary infections
(SippCoat®). Sippi® is CE marked and is currently being launched with focus on
selected markets and hospitals in Nordics and in Europe.
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. 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. The information contained in this
announcement is for informational purposes only and does not purport to be full
or completed. The Company does not intend to register any portion of this
offering in the United States or to conduct a public offering in the United
States. Copies of this announcement are not being, and should not be,
distributed in or sent into the United States.
This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than Norway, which has
implemented the Prospectus Regulation (EU) (2017/1129, as amended, the
"Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant
to an exemption under the Prospectus Regulation, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly any person making or intending to make any offer in that
Relevant Member State of securities which are the subject of the offering
contemplated in this announcement, may only do so in circumstances in which no
obligation arises for the Company or any of the Managers to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer. Neither the Company nor any of the Managers have authorised, nor
do they authorise, the making of any offer of the securities through any
financial intermediary, other than offers made by the Managers which constitute
the final placement of the securities contemplated in this announcement. Neither
the Company nor any of the Managers have authorised, nor do they authorise, the
making of any offer of securities in circumstances in which an obligation arises
for the Company or any Managers to publish or supplement a prospectus for such
In the United Kingdom, this announcement 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"). This announcement 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.
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, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company 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 advice in relation to the contents
of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective 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. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Any offering of the securities referred to in this announcement will be made
pursuant to the Prospectus for the Rights Issue dated 8 February 2022. This
announcement is an advertisement and is not a prospectus for the purposes of the
Prospectus Regulation. Investors should not subscribe for any securities
referred to in this announcement except on the basis of information contained in
the aforementioned Prospectus. Copies of the Prospectus is available at the
Company's registered office and, subject to certain exceptions, on the websites
of the Company (www.observemedical.com), Carnegie (ww.carnegie.no/ongoing
-prospectuses-and-offerings) and DNB Markets (www.dnb.no/emisjoner).
Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
This information is published in accordance with the requirements of the