Observe Medical ASA – Commencement of the subscription period for the rights issue
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 ANNOUNCEMENT.
Reference is made to the previous stock exchange announcements from Observe Medical ASA (the "Company") regarding the fully underwritten rights issue of 4,090,909 new shares in the Company (the "Offer Shares"), raising gross proceeds of NOK 45 million (the "Rights Issue"). The subscription period will commence today.
Allocation of subscription rights:
The shareholders of the Company as of 16 June 2020 (and being registered as such in the Norwegian Central Securities Depository (the "VPS") as at the expiry of 18 June 2020 pursuant to the two days' settlement procedure (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 0.266636 Subscription Right for every one (1) existing share registered as held by such Existing Shareholder as of 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 is permitted. Subscription without Subscription Rights is not 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, and in the U.S. specifically, only Existing Shareholders who are "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act may use Subscription Rights to subscribe for Offer Shares. For a further description of such restrictions, reference is made to Section 9 "Selling and Transfer Restrictions" in the securities note dated 18 June 2020 (the "Securities Note", which together with the registration document and the summary of the same date comprises the "Prospectus"). The Prospectus is, subject to applicable local securities laws, available at www.observemedical.com/prospectus-check/ and www.sb1markets.no. Hard copies of the Prospectus may also be obtained by contacting the Manager or the Company.
The subscription period commences today on 19 June 2020 and expire at 16:30 hours CET on 3 July 2020.
The Subscription Rights will be listed and tradable on Oslo Axess from 19 June 2020 to 16:30 hours CET on 1 July 2020 under the ticker code "OBSERV T". 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 or sold before 16:30 CET on 1 July 2020 will have no value and will lapse without compensation to the holder.
The Subscription Rights is expected to have 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 8.21 "Dilution" in the Securities Note.
NOK 11.00 per Offer Share.
In order to subscribe for Offer Shares, investors holding Subscription Rights need to complete the subscription form and submit it to the Manager at the address or email address as set out in the Prospectus and subscription form by 16:30 hours (CET) on 3 July 2020.
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.sb1markets.no which will redirect the subscriber to the VPS online subscription system).
The Rights Issue is underwritten by certain existing shareholders of the Company (the "Underwriters"), in accordance with an underwriting agreement dated 25 May 2020. Pursuant to, and subject to, the terms and conditions set out in the underwriting agreement, the Underwriters have undertaken to guarantee on a pro-rata basis (not jointly) to subscribe for the Offer Shares in the Rights Issue, with a total underwritten amount of NOK 45 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 are entitled to a guarantee fee of 3.5% of their respective underwriting obligation.
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 13 July 2020 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the same day. The Offer Shares are expected to be tradable on Oslo Axess from and including 13 July 2020.
SpareBank 1 Markets AS is acting as manager in the Rights Issue (the "Manager"). Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Rights Issue.
For further information, please contact:
Björn Larsson, CEO, Observe Medical ASA
Mobile: + 46 76 620 17 25
Per Arne Nygård, CFO, Observe Medical ASA,
Mobile: +47 411 04 345
About Observe Medical
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 automated digital urine meter with wireless data transfer to the hospital patient data management systems, and also prevents bacterial migration that can lead to urinary infections (Sippcoat®). Sippi® is CE marked and is currently being launched at selected hospitals in Europe.
These materials do 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. Any sale in the United States of the securities mentioned in this communication will be made solely to existing shareholders of the Company as of 16 June 2020 (and being registered as such in the Norwegian Central Securities Depository (the "VPS") as at the expiry of 18 June 2020 pursuant to the two days' settlement procedure of VPS) who are "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.
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 (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", "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 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 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.The offering of the securities referred to in this announcement is made by means of the Prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus are available from the Company's registered office and, subject to certain exceptions, on the website of the Company (www.observemedical.com/prospectus-check/) and SpareBank 1 Markets (https://www.sb1markets.no/).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.
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.