Observe Medical ASA: Final result of the subsequent offering and allocation of shares; Updated amendments of loans from Navamedic ASA to be implemented including partial conversion to shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 5 December 2024
Reference is made to the announcement by Observe Medical ASA (the "Company" or "Observe Medical", OSE ticker "OBSVR") on 19 November 2024, regarding the launch of a subsequent offering of up to 32,500,000 new shares ("Offer Shares") in the Company, each with a nominal value of NOK 0.26, at a subscription price of NOK 0.40 per Offer Share (the "Subsequent Offering"), as well as the prospectus dated 19 November 2024 (the "Prospectus"), available on the Company's website : www.observemedical.com/investor-relations/, as well as at www.carnegie.no/ongoing-prospectuses-and-offerings.
The subscription period for the Subsequent Offering expired on 4 December 2024 at 16:30 hours CET.
The final allocation of the Offer Shares in the Subsequent Offering has today been made based on the allocation criteria set out in the Prospectus. In total, 2,303,933 Offer Shares were allocated based on valid subscriptions from eligible shareholders with subscription rights. The Company's gross proceeds from the Subsequent Offering will therefore be NOK 921,573.20.
Notifications of allocated Offer Shares and the corresponding amount to be paid by each subscriber will be set out in a separate allocation letter to each subscriber. The allocation letters are expected to be sent today, 5 December 2024. The subscription amount for the allocated shares falls due for payment on 10 December 2024, in accordance with the payment procedures described in the Prospectus.
The Offer Shares may not be transferred or traded until they are fully paid and the share capital increase pertaining to the Subsequent Offering has been registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). The Company will publish a stock exchange announcement once such share capital increase has been registered. Subject to timely payment for the Offer Shares subscribed for and allocated in the Subsequent Offering, the issuance and delivery of the Offer Shares is expected to be completed on or about 16 December 2024, and the Offer Shares are expected to commence trading on Euronext Expand on or about 16 December 2024. The Manager (as defined below) may be contacted for information regarding allocation, payment and delivery of the Offer Shares.
Following the issuance of the 2,303,933 Offer Shares, the Company's share capital will be NOK 64,477,175.62, divided into 247,989,137 shares, each with a nominal value of NOK 0.26.
As stated in the announcement published by the Company on 15 November 2024 (the "Announcement") and Section 9.2.6.1 of the Prospectus, the Company and Navamedic ASA have conditionally agreed to certain amendments to the terms of the two loans provided by Navamedic ASA (as lender) to the Company (as borrower) with an aggregate outstanding principal amount of NOK 37,000,000 plus accrued interest (the "Loans"). The amendments include(i)the conversion by Navamedic ASA of NOK 16,354,815.20 under one of the Loans to shares in the Company at a subscription price of NOK 0.40 per share, and (ii) the postponement of the final maturity dates of the Loans to 31 December 2027. The amendments were conditional upon the Subsequent Offering being completed with gross proceeds of a minimum of NOK 1,500,000 (the "Condition"). Although the final result of the Subsequent Offering entails that the Condition is not satisfied, Navamedic ASA and the Company have today agreed to waive the Condition. The announced amendments to the terms of the Loans will therefore be implemented, and Navamedic ASA will proceed with the conversion, as further described in the Prospectus.
Following the issuance of the Offer Shares and the shares to be issued to Navamedic ASA in connection with the conversion, the Company's share capital will be NOK 75,107,805.50, divided into 288,876,175 shares, each with a nominal value of NOK 0.26.
Carnegie AS is acting as manager in the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in relation to the Subsequent Offering.
The information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Johan Fagerli, CFO of the Company, on 5 December 2024 at 15:55 hours CET on behalf of the Company.
For further information, please contact:
Jørgen Mann, CEO Observe Medical
Mobile: +45 408 67 558
E-mail: jorgen.mann@observemedical.com
Johan Fagerli, CFO Observe Medical
Mobile: +47 958 12 765
E-mail: johan.fagerli@observemedical.com
About Observe Medical:
Observe Medical is a Nordic medtech company that develops, markets and sells innovative medtech products for the global market. The Company is committed to improving patient welfare and patient outcomes, improving clinical data accuracy and promoting positive health economics.
The Company seeks to drive growth by leveraging its expertise in sales and commercialisation of its broad portfolio of medical technology products, mainly in urine measurement and ultrasound, in combination with targeted M&A and distribution. Observe Medical is working with a network of leading distributors to provide outstanding solutions for healthcare professionals globally.
The Company is headquartered in Oslo, Norway.
Further information is available at www.observemedical.com.
- IMPORTANT INFORMATION -
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither Carnegie AS (the "Manager"), nor or any of its affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of Observe Medical.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement 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 with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
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 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement have been offered on the basis of the Prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of the Prospectus.
In any EEA Member State other than Norway, 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.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 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.
This announcement is made by, and is the responsibility of, the Company. The Manager and its affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions described in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the transaction described in this announcement, the Manager and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities of the Company or related investments in connection with the transactions described in this announcement or otherwise. Accordingly, references in any subscription materials to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Manager and any of its affiliates acting as investors for their own accounts. The Manager does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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", "aim", "expect", "anticipate", "intend", "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 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.