NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCHRELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOESNOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Lifecare AS ("Lifecare" or the "Company") has retained Carnegie AS as bookrunnerand manager (the "Manager") to advise on and effect a contemplated privateplacement directed towards Norwegian and international investors, subject to andin compliance with applicable exemptions from relevant prospectus orregistration requirements (the "Private Placement"). The Company iscontemplating to raise gross proceeds of between NOK 40 and 60 million byissuing new shares (the "Offer Shares" or "New Shares") at a price of NOK 2.50per share in the Company through an accelerated bookbuilding process.
The Company intends to use the net proceeds from the Private Placement for: (i)Further research and clinical studies of Lifecare's sensor techology, (ii)Product development of the Sencell Continous Glucose Monitoring system towardsmarket launch in the veterinary market and CE mark preparations for the humanmarket, (iii) Financing of production set-up, including production space andproduction equipment, (iv) Strengthening the Company's balance sheet to ensurefinancial capacity and flexibility to pursue growth opportunities, (v) Continueto develop the organization and internationalize the Company, and (vi) workingcapital as well as for general corporate purposes.
Tjelta AS, an investment company wholly owned by Jostein Tjelta, haspre-commited to subscribe for NOK 20 million in the Private Placement. Inaddition, Lacal AS, currently holding 15.43% of the shares in the Company, haspre-committed to subscribe for NOK 8 million in the Private Placement.
The final number of Offer Shares will be determined by the Company's Board ofDirectors (the "Board"). The application period for the Private Placement willcommence on 19 October 2023 at 16:30 CEST and is expected to close on 20 October2023 at 08:00 CEST (the "Application Period"). The Company, after consultationwith the Manager, reserves the right to at any time and in its sole discretionresolve to close or to extend the Application Period or to cancel the PrivatePlacement in its entirety without further notice. If the Application Period isshortened or extended, any other dates referred to herein may be amendedaccordingly.
Allocation of the shares in the Private Placement will be determined after theexpiry of the Application Period, and the final allocation will be made by theBoard at its sole discretion, following advice from the Manager. Delivery versuspayment settlement of the New Shares will be facilitated by existing andunencumbered shares in the Company being borrowed by the Manager from TeiglandEiendom AS pursuant to a share lending agreement between such party and theCompany. The shares will thus be tradable from allocation. The Manager willsettle the share loan with new shares in the Company to be issued by aresolution of the Board pursuant to authorizations granted by the annual generalmeeting held on 18 April 2023.
Completion of the Private Placement is subject to the corporate resolutions ofthe Company required to implement the Private Placement, including a resolutionof the Board to proceed with the Private Placement following the expiry of theApplication Period and to increase the share capital of the Company by theissuance of the New Shares.
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 inthe common interest of the Company and its shareholders to raise equity througha private placement setting aside the pre-emptive rights of the shareholders. Bystructuring the transaction as a private placement, the Company will be in aposition to raise capital in an efficient manner.
The Company may, subject to completion of the Private Placement, and certainother conditions, propose to carry out a subsequent offering of new shareswhich, subject to applicable securities law, will be directed towards existingshareholders in the Company as of 19 October 2023 (as registered in the VPS twotrading days thereafter), who (i) were not allocated Offer Shares in the PrivatePlacement, and (ii) are not resident in a jurisdiction where such offering wouldbe unlawful or, would (in jurisdictions other than Norway) require anyprospectus, filing, registration or similar action.
This is LifecareLifecare AS is a clinical stage medical sensor company developing technology forsensing and monitoring of various body analytes. Lifecare's main focus is tobring the next generation of Continuous Glucose Monitoring ("CGM") systems tomarket. Lifecare enables osmotic pressure as sensing principle, combined withthe ability to manipulate Nano-granular Tunnelling Resistive sensors ("NTR") onthe sensor body for read-out of pressure variations. LifecareŽs sensortechnology is referred to as "Sencell" and is suitable for identifying andmonitoring the occurrence of a wide range of analytes and molecules in the humanbody.
For further information, please contact:Joacim Holter, CEO, Lifecare AS, firstname.lastname@example.org, +47 40 05 90 40
This information is considered to be inside information pursuant to the EUMarket Abuse Regulation and is subject to the disclosure requirements pursuantto Section 5-12 the Norwegian Securities Trading Act.
This announcement was published on behalf of the Company by Joacim Holter, CEOof the Company on 19 October 2023 at 16:30 CEST.
IMPORTANT NOTICEThis announcement is not and does not form a part of any offer to sell, or asolicitation of an offer to purchase, any securities of the Company. Copies ofthis announcement are not being made and may not be distributed or sent into anyjurisdiction in which such distribution would be unlawful or would requireregistration or other measures. Any offering of the securities referred to inthis announcement will be made by means of a set of subscription materialsprovided to potential investors. Investors should not subscribe for anysecurities referred to in this announcement except on the basis of informationcontained in the aforementioned subscription material.
The securities referred to in this announcement have not been and will not beregistered under the U.S. Securities Act of 1933, as amended (the "SecuritiesAct"), and accordingly may not be offered or sold in the United States absentregistration or an applicable exemption from the registration requirements ofthe Securities Act and in accordance with applicable U.S. state securities laws.The Company does not intend to register any part of the offering in the UnitedStates or to conduct a public offering of securities in the United States. Anysale in the United States of the securities mentioned in this announcement willbe made solely to "qualified institutional buyers" as defined in Rule 144A underthe Securities Act.
In any EEA Member State, this communication is only addressed to and is onlydirected at qualified investors in that Member State within the meaning of theProspectus Regulation, i.e., only to investors who can receive the offer withoutan approved prospectus in such EEA Member State. The expression "ProspectusRegulation" means Regulation (EU) 2017/1129 as amended (together with anyapplicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at personsin the United Kingdom that are (i) investment professionals falling withinArticle 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) 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 togetherbeing referred to as "relevant persons"). This communication must not be actedon or relied on by persons who are not relevant persons. Any investment orinvestment activity to which this communication relates is available only forrelevant persons and will be engaged in only with relevant persons. Personsdistributing this communication must satisfy themselves that it is lawful to doso.
Matters discussed in this announcement may constitute forward-lookingstatements. Forward-looking statements are statements that are not historicalfacts and may be identified by words such as "believe", "expect", "anticipate","strategy", "intends", "estimate", "will", "may", "continue", "should" andsimilar expressions. The forward-looking statements in this release are basedupon various assumptions, many of which are based, in turn, upon furtherassumptions. Although the Company believe that these assumptions were reasonablewhen made, these assumptions are inherently subject to significant known andunknown risks, uncertainties, contingencies and other important factors whichare difficult or impossible to predict, and are beyond their control. Actualevents may differ significantly from any anticipated development due to a numberof factors, including without limitation, changes in public sector investmentlevels, changes in the general economic, political and market conditions in themarkets in which the Company operates, the Company's ability to attract, retainand motivate qualified personnel, changes in the Company's ability to engage incommercially acceptable acquisitions and strategic investments, and changes inlaws and regulation and the potential impact of legal proceedings and actions.Such risks, uncertainties, contingencies and other important factors could causeactual events to differ materially from the expectations expressed or implied inthis release by such forward-looking statements. The Company does not make anyguarantee that the assumptions underlying the forward-looking statements in thisannouncement are free from errors nor does it accept any responsibility for thefuture accuracy of the opinions expressed in this announcement or any obligationto update or revise the statements in this announcement to reflect subsequentevents. You should not place undue reliance on the forward-looking statements inthis announcement.
The information, opinions and forward-looking statements contained in thisannouncement speak only as at its date, and are subject to change withoutnotice. The Company does not undertake any obligation to review, update,confirm, or to release publicly any revisions to any forward-looking statementsto reflect events that occur or circumstances that arise in relation to thecontent of this announcement. Neither the Manager nor any of their affiliates makes any representation as tothe accuracy or completeness of this announcement and none of them accepts anyresponsibility for the contents of this announcement or any matters referred toherein.
This announcement is for information purposes only and is not to be relied uponin substitution for the exercise of independent judgment. It is not intended asinvestment advice and under no circumstances is it to be used or considered asan offer to sell, or a solicitation of an offer to buy any securities or arecommendation to buy or sell any securities of the Company. Neither the Managernor any of its affiliates accepts any liability arising from the use of thisannouncement.
In connection with the Private Placement, the Manager and any of its affiliates,acting as investors for their own accounts, may subscribe for or purchase sharesand in that capacity may retain, purchase, sell, offer to sell or otherwise dealfor their own accounts in such shares and other securities of the Company orrelated investments in connection with the Private Placement or otherwise.Accordingly, references in any subscription materials to the shares beingissued, offered, subscribed, acquired, placed or otherwise dealt in should beread as including any issue or offer to, or subscription, acquisition, placingor dealing by, the Manager and any of its affiliates acting as investors fortheir own accounts. The Manager does not intend to disclose the extent of anysuch investment or transactions otherwise than in accordance with any legal orregulatory obligations to do so.
The distribution of this announcement and other information may be restricted bylaw in certain jurisdictions. Persons into whose possession this announcement orsuch other information should come are required to inform themselves about andto observe any such restrictions.