Completion of the demerger of Navamedic ASA; registration of changes in the share capital of Observe Medical ASA and amendment of articles of association of Observe Medical ASA
Observe Medical ASA, 31 October 2019: Reference is made to Navamedic ASA's ("NAVA") previous stock exchange announcements regarding the proposed demerger of NAVA with transfer to Observe Medical ASA (the "Company" or "Observe Medical").
Today, on 31 October 2019, after the close of trading on the Oslo Stock Exchange, completion of the demerger of NAVA was registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret).
The exchange ratio in the demerger is 74/26. As a consequence of the demerger, the share capital of NAVA has thus been reduced by NOK 3,085,594.98 from NOK 11,867,673 to NOK 8,782,078.02, by reducing the nominal value of existing shares with NOK 0.26, from NOK 1 to NOK 0.74. Simultaneously with the reduction of NAVA's share capital, Observe Medical's share capital has been (i) decreased to zero from NOK 1,000,000 by redeeming all existing shares in Observe Medical and distributing the reduction amount to NAVA and (ii) increased to NOK 3,085,594.98 from zero by issuing 11,867,673 consideration shares in Observe Medical to the shareholders of NAVA as of 31 October 2019 (the cut-off date) as registered in the Norwegian Central Securities Depositary (VPS) as of 4 November 2019 (the record date). The consideration shares each have a par value of NOK 0.26 and are issued at a ratio of one consideration share in Observe Medical for each share the eligible shareholders hold in NAVA as at the cut-off date as shown in the VPS register as at the record date.
The consideration shares in Observe Medical will be distributed on a pro rata basis to shareholders of NAVA as of the expiry of 31 October 2019 (the cut-off date), as such shareholders appear in the shareholders' register for NAVA in the Norwegian Central Securities Depositary (VPS) as of 4 November 2019 (the record date). The first day of trading in NAVA shares exclusive of the right to consideration shares in Observe Medical as demerger consideration will thus be 1 November 2019 (ex-date), and the first day of trading in the Observe Medical shares on Oslo Axess will be 4 November 2019. The consideration shares in Observe Medical will be delivered and made available to eligible shareholders on or about 5 November 2019.
(*) Shareholders of NAVA as of the expiry of the cut-off date and as registered in NAVA's shareholders register with the VPS as of expiry of the record date, will receive one consideration share in Observe Medical for each share they own in NAVA as of the expiry of the cut-off date as with the VPS on the record date.
Trading in the Observe Medical shares on Oslo Axess will commence prior to the delivery of such shares to the eligible shareholders' VPS accounts. Trades during this period until delivery of the shares to entitled shareholders’ VPS accounts will be settled on a T+2 basis. No account-to-account transactions and no transactions with settlement prior to 5 November 2019 will be allowed in this period.
The above mentioned capital changes have resulted in updated articles of association for both the Company and NAVA. The updated articles of association of the Company are available on www.observemedical.com.
Observe Medical will, from Monday 4 November 2019, trade under the ticker "OBSERV" on Oslo Axess with ISIN NO 0010865009. The prospectus prepared in connection with the listing of Observe Medical is expected to be approved and made available on www.observemedical.com after close of trading on the Oslo Stock Exchange on 1 November 2019.
For further information, please contact:
Ole Henrik Eriksen, interim CEO
Mobile: +47 400 62 000
About Observe Medical ASA:
Observe Medical develops and markets innovative hospital products that contribute to increased patient safety and a more efficient care system. The Company's headquarter is in Oslo and its operations are based out of Sweden. Observe Medical's initial product was Sippi®, the only digital urine meter with wireless data transfer to patient data