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 stock exchange announcement from Navamedic ASA (“Navamedic” or the “Company”) published on 18 February 2020 regarding the successfully completed private placement raising approximately NOK 50 million in gross proceeds by issuance of 2,630,000 new shares consisting of two tranches of 1,186,767 shares (“Tranche 1”) and 1,443,233 shares (“Tranche 2”), respectively (the “Private Placement”), as well as the stock exchange announcement published on 25 May 2020 regarding the resolution by the Company’s board of directors to increase the Company’s share capital by minimum NOK 0.74 and maximum NOK 389,240, by issuance of minimum 1 and maximum 526,000 new shares, each with a nominal value of NOK 0.74, at a subscription price of NOK 19.00 per share (the “Offer Shares”) in connection with the subsequent offering (the “Subsequent Offering”).
Approved prospectus and publication:
The Financial Supervisory Authority of Norway has today, on 27 May 2020, approved a prospectus prepared by the Company, comprising a registration document, a securities note and a summary (jointly, the “Prospectus”) which has been prepared in connection with (i) the listing on Oslo Axess of the 1,443,233 new shares in the Company pertaining to Tranche 2 of the Private Placement and (ii) the Subsequent Offering.
Subject to certain limitations in applicable local securities law, the Prospectus together with the subscription form for the Subsequent Offering will be made available at the website of SpareBank 1 Markets AS (www.sb1markets.no) no later than 08:00 (CET) tomorrow, on 28 May 2020. Printed versions of the Prospectus including the subscription form may also be obtained by contacting SpareBank 1 Markets AS (tel +47 24 14 74 70) or the Company.
Listing of the new shares pertaining to Tranche 2 of the Private Placement:
The 1,443,233 new shares in Tranche 2 which were issued in connection with the Private Placement have been registered at a separate ISIN pending publication of the Prospectus. Following the publication of the Prospectus, these shares will be transferred to the same ISIN as the other shares in the Company (ISIN NO 0010205966) and will thereby be listed on Oslo Axess.
Commencement of the subscription period in the Subsequent Offering:
The subscription period in the Subsequent Offering will commence tomorrow, on 28 May 2020 at 09:00 (CET) and will expire on 11 June 2020 at 16:30 (CET). For further information regarding the Subsequent Offering, please see the Company’s stock exchange announcement from 25 May 2020 containing key information about the Subsequent Offering. Additional information regarding the Subsequent Offering and instructions regarding the procedures for subscription of the Offer Shares is included in the Prospectus. Eligible shareholders will also receive a letter from the Manager (as defined below) with further details on the number of subscription rights granted to such eligible shareholder.
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.
For further information about the Company, please contact:
Kathrine G. Andreassen, CEO, Navamedic, Mobile: +47 951 78 680 E-mail: firstname.lastname@example.org
Lars Hjarrand, CFO, Navamedic, Mobile: +47 917 62 842 E-mail: email@example.com
For information about the Subsequent Offering please contact the manager: SpareBank 1 Market AS, tel +47 24 14 74 70
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
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.
Any offering of the securities referred to in this announcement will be made by means of a 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 aforementioned prospectus, if a prospectus is published. Copies of any such prospectus will, following publication, be available from the Company’s registered office and, subject to certain exceptions, on the websites 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 published in accordance with the requirements of the Oslo Stock Exchange’s Continuing Obligations.