Navamedic ASA: Commencement of the subscription period for the rights issue

Navamedic ASA: Commencement of the subscription period for the rights issue

Oslo, 22 September 2025: Reference is made to the previous stock exchange announcements published by Navamedic ASA (the “Company“) regarding the partly underwritten rights issue of up to 6,046,511 new shares in the Company (the “Offer Shares“), at a subscription price of NOK 21.50 per share (the “Subscription Price“) (the “Rights Issue“).

The terms and conditions of the Rights Issue are set out in a prospectus prepared by the Company dated 19 September 2025 (the “Prospectus“). Subject to applicable local securities laws, the Prospectus, including the subscription form for the Rights Issue, is made available at the Company’s website www.navamedic.com (http://www.navamedic.com), as well as at www.dnb.no/emisjoner (http://www.dnb.no/emisjoner) and www.nordea.com/en/issuances (http://www.nordea.com/en/issuances).

The subscription period for the Rights Issue will commence today, 22 September 2025, at 09:00 hours (CEST) and expire on 6 October 2025 at 16:30 hours (CEST) (the “Subscription Period“). The Subscription Rights (as defined below) will be tradable on the Oslo Stock Exchange under the ticker code “NAVAT” from today, 22 September 2025 at 09:00 hours (CEST) until 30 September 2025 at 16:30 hours (CEST).

Subscription Rights: Shareholders of the Company as of 14 July 2025 (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository (the “CSD“) as of 16 July 2025 pursuant to the two days’ settlement procedure of the CSD (the “Record Date“, and such shareholders, the “Existing Shareholders“)), have been granted tradable subscription rights (the “Subscription Rights“) in the Rights Issue.

Each Existing Shareholder has been granted 0.34233 Subscription Rights for each existing share in the Company registered as held by the Existing Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated one (1) new share at the Subscription Price. Over-subscription (i.e. subscription for more Offer Shares than the number of Subscription Rights held by the subscriber entitles the subscriber to be allocated) and subscription without Subscription Rights will  be permitted, but with no guaranteed allocation and with allocation to the underwriters of the Rights Issue for the underwritten amount (as described below) prior to allocation to subscriptions without Subscription Rights.

The allocation to, or acquisition of Subscription Rights by, and the subscription of Offer Shares by, persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to the introductory part on page (i)-(iii) and Section 14 “Selling and Transfer Restrictions” of the Prospectus.

The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 09:00 hours (CEST) on 22 September 2025 to 16:30 hours (CEST) on 30 September 2025 under the ticker code “NAVAT”. The Subscription Rights will hence only be tradable during a part of the Subscription Period.

Subscription Rights that are (i) not sold before 16:30 hours (CEST) on 30 September 2025, or (ii) not used to  subscribe for shares in the Rights Issue prior to expiry  of the Subscription Period on 6 October 2025 at 16:30 hours (CEST) will lapse without compensation to the holder, and thus be without value.

The Subscription Rights are expected to have an economic value if the Company’s shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not exercise their Subscription Rights will experience a dilution of their shareholding in the Company. See Section 5.8 “Subscription Rights” and Section 5.29 “Dilution” in the Prospectus for further information.

Underwriting: A consortium of four existing shareholders have pursuant to separate underwriting agreements underwritten an aggregate amount of NOK 117,000,000 in the Rights Issue. Pursuant to the underwriting agreements, the underwriters have undertaken to subscribe and pay for unsubscribed Offer Shares, limited to their respective underwritten amount. The underwriters’ underwriting commitment is made on a pro rata basis based on their respective underwritten amount, and is subject to certain customary conditions for such commitments as further described in Section 5.22 “The Underwriting” of the Prospectus.

Payment, delivery and commencement of trading: The payment date in the Rights Issue is 9 October 2025. Subject to timely payment of the Offer Shares subscribed for and allocated in the Rights Issue, the issuance and delivery of the Offer Shares is expected to be completed on or about 14 October 2024. The Offer Shares are expected to commence trading on the Oslo Stock Exchange on 14 October 2025.

DNB Carnegie, a part of DNB Bank ASA and Nordea Corporate Finance, a part of Nordea Bank Abp, filial i Norge are acting as managers (the “Managers“), for the Rights Issue. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.

For more information, please contact:

 

Kathrine Elisabeth Gamborg Andreassen, CEO, Navamedic ASA

Tel: +47 951 78 880

Email: kathrine@navamedic.com

Lars Hjarrand, CFO, Navamedic ASA

Tel: +47 917 62 842

Email: lars.hjarrand@navamedic.com

This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

About Navamedic ASA

Navamedic ASA is a 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 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 –

This announcement does 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. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. 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.

Any offering and listing of the securities referred to in this announcement have been 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 EEA Member State (the “Prospectus Regulation”). The approval of the Prospectus by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) should not be understood as an endorsement of the securities referred to in this announcement. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus, to fully understand the potential risks and rewards associated with the decision to invest in the securities. Copies of the Prospectus are available from the Company’s registered office and, subject to certain exceptions, on the website of the Managers.

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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA 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.

This document is not for publication or distribution in, directly or indirectly, 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 such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.

The Managers are acting for the Company in connection with the Rights Issue 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 providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.

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 is the responsibility of, the Company. Neither the Managers nor any of their 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.