Nordhealth AS – Stabilization and over-allotment notice
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the stock exchange release from Nordhealth AS ("Nordhealth" or the "Company") on 25 May 2021 regarding completion of a EUR 165 million private placement of through the allocation of 41,250,000 class A-shares (the "Shares") at a price of NOK 40.786, equivalent to EUR 4.0 per Share (the "Offer Price") in the Company (the "Offering") in connection with the admission to trading of the Company's Shares on Euronext Growth Oslo.
Carnegie AS (the "Manager") may engage in stabilization activities of the Shares of the Company (the "Shares") from today to and including 3 July 2021 (the "Stabilization Period").
As part of the Offering, the Manager has over-allotted 3,750,000 existing Shares (the “Additional Shares”) to the applicants in the Offering, equal to approximately 10% of the Shares allocated in the Offering, excluding the Additional Shares. In order to permit delivery in respect of over-allotments made, the Manager has borrowed a number of Shares (the "Over-allotment Option") equal to the number of Additonal Shares from the selling shareholders in the Offering (the "Selling Shareholders”).
Further, the Selling Shareholders have granted the Manager an option to purchase, at the Offer Price, a number of Shares equal to up to the number of Additional Shares (the "Greenshoe Option"). The Greenshoe Option may be exercised at any time and from time to time, in whole or in part, during the Stabilization Period. The Manager can use the Greenshoe Option to close out short positions resulting from over-allotments made as part of the Offering, and only to the extent such short positions have not been closed out by shares acquired by the Manager when conducting the stabilization activities.
The Manager may effect transactions with a view to support the market price of the Shares at a level higher than what might otherwise prevail, by buying Shares in the open market at prices equal to or lower than (but not above) the Offer Price. There is no obligation on the Manager to conduct stabilization activities and there is no assurance that stabilization activities will be undertaken. Such stabilizing activities, if commenced, may be discontinued at any time, and will be brought to an end upon or before the expiry of the Stabilization Period
If stabilization activities are undertaken, the Company will publish information on the activities no later than seven trading days following such transaction(s). Further, within one week after expiry of the Stabilization Period, the Manager will publish information as to whether or not price stabilization activities were undertaken. If stabilization activities were undertaken, the statement will also include information about: (i) the total amount of Shares sold and purchased; (ii) the dates on which the stabilization period began and ended; (iii) the price range between which stabilization was carried out for each of the dates that stabilization activities were undertaken, as well as the highest, lowest, and average price paid during the stabilization period; and (iv) the date at which stabilization activities last occurred.
Any stabilization activities will be conducted in accordance with in accordance with the EU Market Abuse Regulation, as implemented into Norwegian law by Section 3-1 of the Norwegian Securities Trading Act.
Any net profits from such stabilization activities conducted by the Manger, if undertaken, will be to the benefit of the Selling Shareholders.
Carnegie AS acted as sole bookrunner in respect to the Offering. Advokatfirmaet Thommessen AS acted as legal counsel to the Company and Advokatfirmaet Haavind AS acted as legal counsel to the Manager.
For further information, please contact:
Charles MacBain, CEO
+44 75 3903 2200
Valter Pasanen, CFO
+358 50 560 9286
This announcement is not for distribution or release, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, 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.
This announcement does not constitute or form a part of any 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, and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area nor elsewhere. With respect to any Member State of the European Economic Area (each an "EEA Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any EEA Member State. 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication 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"). These materials 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", "intend", "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 Manager is 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 Manager nor any of its 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 not a prospectus. No prospectus is required and no such prospectus or similar document will be published in connection with the Offering. 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 Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Manager 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.