The Board of Directors (the “Board”) of Lifecare AS (the “Company” or “Lifecare”) has passed a resolution convening an Extraordinary General Meeting to be held on 10 September 2021 to approve a board authorization for a share capital increase of up to 25% of the Company’s current share capital (the “Board Authorisation”).
Lifecare has engaged Carnegie AS as bookrunner and manager (the “Manager”) to advise on and effect a contemplated private placement of new shares with gross proceeds from NOK 17.8 million and up to NOK 40 million (the “Private Placement”). The number of new shares to be issued in the Private Placement will depend on the final subscription price in the Private Placement which will be determined by the Board in consultation with the Manager following a bookbuilding process.
Subject to completion of the Private Placement, the net proceeds will be used for: (i) Further research, development and clinical studies of the implantable sensor Sencell towards CE mark, (ii) strengthening the Company’s balance sheet to ensure financial capacity and flexibility to pursue growth opportunities, (iii) working capital as well as for general corporate purposes, and (iv) continue to develop the organization and internationalize the Company.
Completion of the Private Placement will inter alia be conditional upon i) all necessary corporate resolutions being validly made by the Company, including without limitation, the extraordinary general meeting approving the Board Authorisation and the Board resolving to allocate and issue the new shares pursuant to the Board Authorisation and (ii) the registration of the share capital increase in the Company pertaining to the new shares in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) having taken place.
Several of the Company’s major shareholders have pre-committed to subscribe for new shares in the contemplated Private Placement without reservation on terms or request for pre-commitment fee:
Teigland Eiendom AS (largest shareholder – 18.2%) – NOK 10 million
Lacal AS (second largest shareholder – 13.1%) – NOK 6 million
Spit Air AS (eighth largest shareholder– 2.2%) -NOK 1 million
Patricia Sandquist (seventh largest shareholder– 2.2%) – NOK 0.8 million
The Board has considered alternative structures for the raising of new equity. Following careful considerations, the Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner. In addition, the Private Placement will be subject to marketing through a publicly announced book building process. By this, a market-based subscription price will be achieved. Subject to completion of the Private Placement, the Company will also consider whether to commence a repair offering towards the existing shareholders who do not participate in the Private Placement.
Joacim Holter, CEO, Lifecare AS, email@example.com, +47 40 05 90 40