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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 stock exchange announcement from Navamedic ASA (the
“Company”) published yesterday, on 11 June 2020, regarding the preliminary
results in the subsequent offering of up to 526,000 new shares in the Company
(the “Offer Shares”) at a subscription price of NOK 19.00 per share (the
“Subsequent Offering”).
The subscription period in the Subsequent Offering expired yesterday, on 11 June
2020, at 16:30 hours (CET).
The final allocation of the Offer Shares in the Subsequent Offering has now been
completed based on the allocation criteria set out in the Company’s prospectus
dated 27 May 2020, comprising a registration document, a securities note and a
summary (the “Prospectus”).
Upon the expiry of the subscription period and following the final review of the
subscriptions received in the Subsequent Offering, the Company had received
valid subscriptions for a total of 347,337 Offer Shares, of which 239,097 Offer
Shares were allocated based on subscription rights, and 108,240 Offer Shares
were allocated to subscribers who had over-subscribed in the Subsequent
Offering. The reduced number of subscriptions received from what was indicated
in the stock exchange announcement yesterday informing about the preliminary
result of the Subsequent Offering, is due to the fact that certain subscriptions
were made without subscription rights, which is not permitted pursuant to the
terms of the Subsequent Offering.
The board of directors of the Company has allocated a total of 347,337 Offer
Shares to applicants with subscription rights. All subscribers having exercised
valid subscriptions have received full allocation. Thus, 347,337 Offer Shares
will be issued in the Subsequent Offering.
Notifications of allocated Offer Shares in the Subsequent Offering and the
corresponding subscription amount to be paid by each subscriber will be set out
in a separate letter to each subscriber to whom Offer Shares have been allotted.
The allocation letters are expected to be distributed today. The due date for
payment of the Offer Shares is 16 June 2020.
The share capital increase pertaining to the Subsequent Offering is expected to
be registered with the Norwegian Register of Business Enterprises on or about 23
June 2020 and the Offer Shares will be delivered to the VPS accounts of the
subscribers to whom they are allocated and listed on Oslo Børs on or about the
same day.
SpareBank 1 Markets AS is acting as manager in the Subsequent Offering (the
“Manager”). Advokatfirmaet Thommessen AS is acting as legal advisor to the
Company in connection with the Subsequent Offering.
The following primary insiders of the Company have exercised their subscription
rights and been allocated Offer Shares in the Subsequent Offering:
-
Ole Henrik Eriksen, COO in the Company, has through his related party
Leikerane AS, been allocated 8,334 Offer Shares. Following the allocation Ole
Henrik Eriksen, with his related parties own 500,000 shares and 75,000 options
in the Company.
-
Astrid T. Bratvedt, CSO in the Company, has through her related party
Tranbergkollen Invest AS been allocated 33,334 Offer Shares. Following the
grant Astrid T. Bratvedt, with her related parties own 527,000 shares and 75,000
options in the Company.
For further information about the Company, please contact:
Kathrine G. Andreassen, CEO, Navamedic,
Mobile: +47 951 78 680
E-mail: [email protected]
Lars Hjarrand, CFO, Navamedic,
Mobile: +47 917 62 842
E-mail: [email protected]
For information about the Subsequent Offering please contact the manager:
SpareBank 1 Market AS, tel +47 24 14 74 70
About Navamedic
Navamedic ASA is a preferred, full-service provider of high-quality healthcare
products to hospitals and pharmacies. Navamedic meets the specific medical needs
of patients and consumers by leveraging its highly scalable market access
platform, leading category competence and local knowledge. Navamedic is present
in all the Nordic countries, the Baltics and Benelux, with sales representation
in the UK and Greece. Navamedic is headquartered in Oslo, Norway, and listed on
the Oslo Stock Exchange (ticker: NAVA). For more information, please visit
www.navamedic.com
IMPORTANT INFORMATION
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 “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 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 of the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
Kilde
