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PatientSky Group är ett norskt bolag verksamma inom teknikbranschen. Bolaget är specialiserade inom utveckling av mjukvarulösningar. Programvaran är egenutvecklad och används huvudsakligen inom vård och omsorg för uppföljning och analys. Utöver huvudverksamheten erbjuds diverse mervärdestjänster. Störst verksamhet återfinns inom den nordiska marknaden.


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2020-12-09 16:30:04
<br />
Oslo, Norway, 9 December 2020: PatientSky Group ("PatientSky" or the "Company")
has engaged Carnegie AS and DNB Markets, a part of DNB Bank ASA (together the
"Managers"), to advise on and effect a contemplated private placement of new
shares in the Company (the "Offer Shares") to raise up to NOK 350 million in
gross proceeds (the "Private Placement"). <br />
<br />
After being listed on Euronext Growth Oslo 23 October 2020, the Company has
experienced an eventful period:<br />
<br />
- Successful placement of a NOK 225 million senior secured bond<br />
- Completed the acquisition of Infodoc AS, a leading Norwegian e-health
provider<br />
- Strong underlying business development, including winning some well-known
healthcare providers<br />
- Business progressing according to plan, although sales and migration have been
somewhat negatively impacted by the second wave of Covid-19<br />
- 2020 revenue estimate of NOK 145 million and 2020 EBITDA estimate of NOK 50
million both maintained<br />
<br />
The net proceeds from the Private Placement will be used for further growth
initiatives, including:<br />
<br />
- Continue to pursue attractive M&A opportunities, including exploring potential
acquisitions of international targets which can broaden the group's offering and
international footprint<br />
- Scaling the organization both geographically and within all business segments,
by benefiting from the strong present momentum<br />
- Excel on the potential outcome of the dialogues with high potential PaaS
partners<br />
<br />
The final offer price and number of Offer Shares in the Private Placement will
be determined through an accelerated book building process. The Private
Placement will be directed towards Norwegian and international institutional
investors, in each case, subject to and in compliance with applicable exemptions
from relevant prospectus, filing and registration requirements. The minimum
application and allocation amount have been set to the NOK equivalent of EUR
100,000. The Company may however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirement pursuant to applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.<br />
<br />
The bookbuilding period for the Private Placement opens today at 16:30 CET and
closes on 10 December 2020 at 08:00 CET. The Managers and the Company may,
however, at any time resolve to close or extend the bookbuilding period, or
cancel the Private Placement, at their sole discretion and on short notice. The
allocation of Offer Shares will be determined following the expiry of the
bookbuilding period and the final allocation will be made by the board of
directors of the Company. Notification of allocation and payment instructions is
expected to be issued to the applicants on or about 10 December 2020 through a
notification to be issued by the Managers.<br />
<br />
The new shares allocated in the Private Placement are expected to be settled
through a delivery versus payment transaction on a regular T+2 basis on or about
14 December 2020 by delivery of existing and unencumbered shares in the Company
that are already listed on Euronext Growth Oslo pursuant to a share lending
agreement between Carnegie AS (acting on behalf of the Managers), the Company
and Codee Holding AS. The shares delivered to the subscribers are thus expected
to be tradable upon delivery. Carnegie AS will settle the share loan with new
shares in the Company to be resolved issued by the board of directors pursuant
to an authorisation granted by the extraordinary general meeting of the Company
held on 19 October 2020 (as registered in the Norwegian Register of Business
Enterprises on 20 October 2020).<br />
<br />
PatientSky's 6-month lock-up undertaking from first day of trading on Euronext
Growth Oslo (23 October 2020) with respect to issuing new shares has been waived
by the Managers against a similar lock-up undertaking from the Company in favour
of the Managers for 6 months from the date of the Private Placement. <br />
<br />
Completion of the Private Placement is subject to the board of directors making
the required resolutions to complete the Private Placement, including without
limitation resolving the allocation of the Offer Shares and the share capital
increase required to issue the allocated Offer Shares.<br />
<br />
The Company may, subject to completion of the Private Placement carry out a
subsequent offering of new shares in the Company (the "Subsequent Offering")
towards existing shareholders in the Company as of 10 December 2020 (as
registered in the Norwegian Central Securities Depositary ("VPS") as of 14
December 2020), who (i) were not allocated Offer Shares, and (ii) are not
resident in a jurisdiction where such offering would be unlawful or, would (in
jurisdictions other than Norway) require a prospectus, a registration or similar
action. <br />
<br />
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The board of directors has considered
the Private Placement in light of the requirements in the Norwegian Private
Limited Companies Act and the rules of equal treatment set out in the Continuing
obligations for companies admitted to trading on Euronext Growth and Oslo Børs'
guidelines on the rules of equal treatment. The board of directors has in this
respect inter alia taken into consideration (i) that the Company needs funding
to pursue its growth strategy and that the Private Placement allows the Company
to utilize the current favourable market conditions, (ii) that the Private
Placement gives the ability to broaden and strengthen the Company's shareholder
base and (iii) the size of the Private Placement. The board of directors has
concluded that the Private Placement is in compliance with these
requirements.<br />
<br />
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in
connection with the Private Placement and Advokatfirmaet Wiersholm AS is acting
as legal advisor to the Managers in connection with the Private Placement.<br />
<br />
For further information, please contact: <br />
Johan Zetterström | CEO<br />
E-mail: jz@patientsky.com |Tel: +46 708296611<br />
<br />
John Edminson | CFO<br />
E-mail: john.edminson@patientsky.com | Tel: + 47 952 16 162<br />
<br />
About PatientSky<br />
<br />
PatientSky, founded in 2014 to innovate e-health, is a cloud-based SaaS
(Software as a Service), PaaS (Platform as a Service) and IaaS(Infrastructure as
a Service) company delivering solutions to the health care industry (both
practitioners and patients). The Group's main products are the PatientSky 360
Platform and EHR systems, including other similar administration services. At
the core of the Group's business is the PatientSky 360 Platform, which is a
platform that provides all the necessary building blocks for rapid development
of highly scalable healthcare software. PatientSky has an open platform and EHR
system, enabling an ecosystem in which healthcare providers can communicate with
each other using one system, and in which data can be aggregated and consumed on
a higher level.<br />
<br />
Important information<br />
<br />
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures. The securities referred to in this announcement
have not been and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and accordingly may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the offering in the United States or to conduct a public offering of
securities in the United States. Any sale in the United States of the securities
mentioned in this announcement will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the Securities Act. In any EEA Member
State, 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. The expression "Prospectus Regulation" means
Regulation (EU) 2017/1129 as amended (together with any applicable implementing
measures in any Member State. This communication is only being distributed to
and is only directed at persons in the United Kingdom that are (i) 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) high
net worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only for 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 "believe", "expect",
"anticipate", "strategy", "intends", "estimate", "will", "may", "continue",
"should" 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 believe 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 their
control. Actual events may differ significantly from any anticipated development
due to a number of factors, including without limitation, changes in public
sector investment levels, changes in the general economic, political and market
conditions in the markets in which the Company operates, the Company's ability
to attract, retain and motivate qualified personnel, changes in the Company's
ability to engage in commercially acceptable acquisitions and strategic
investments, and changes in laws and regulation and the potential impact of
legal proceedings and actions. 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 Company does not make any guarantee that the assumptions
underlying the forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on the forward-looking statements in this announcement. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement. 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. Neither the Managers nor any of its
affiliates accepts any liability arising from the use of this announcement. 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.