Share Issue/Capital Change • Jan 27, 2017
Share Issue/Capital Change
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PRIVATE PLACEMENT - BOOKBUILDING IN TRANCHE 2 SUCCESSFULLY COMPLETED
PRIVATE PLACEMENT - BOOKBUILDING IN TRANCHE 2 SUCCESSFULLY
COMPLETED
Oslo, 27 January 2017
Reference is made to the stock exchange announcement from
Gentian Diagnostics AS ("Gentian" or the "Company")
published on 20 January 2017 regarding the completion of the
bookbuilding period in Tranche 1 of the private placement of
up to NOK 100 million at NOK 35 per share (the "Private
Placement"). Tranche 1 of the Private Placement comprised
2,714,286 new shares (corresponding to NOK 95,000,010 in
gross proceeds).
The application period in Tranche 2 expired at 14:00 CET
today, 27 January 2017. Tranche 2 was fully subscribed and
in total 142,857 new shares were allocated at NOK 35 per
share (corresponding to NOK 4,999,995 in gross proceeds).
Total number of shares placed in Tranche 1 and Tranche 2 of
the Private Placement is hence 2,857,143, corresponding to
gross proceeds of NOK 100,000,005.
The net proceeds from the Private Placement will be used to
further develop the Company's distribution platform, pursue
selected identified M&A opportunities, as well as for
general corporate purposes. As part of its growth strategy
the company may strengthen its organisation and management
team.
The completion of the Private Placement is conditional upon
the corporate resolutions of the Company required to
implement the issue of the new shares, including approval by
an extraordinary general meeting of the Company expected to
be held on 30 January 2017, and registration of the
increased share capital of the Company.
Notifications of conditional allotment in Tranche 2 will be
sent to the applicants today through a notification issued
by the Managers (as defined below). Payment date of the new
shares is expected on 31 January 2017, shares are expected
to be delivered on or about 2 February 2017.
Following the registration of the new share capital
pertaining to the Private Placement, assuming the Private
Placement is approved by the extraordinary general meeting,
the Company will have an issued share capital of NOK
1,399,629.3 divided into 13,996,293 shares, each with a par
value of NOK 0.10.
The waiver of the preferential rights inherent in the
Private Placement is considered necessary to ensure
successful completion.
Arctic Securities AS and DNB Markets, a part of DNB Bank
ASA, (together the "Managers") are engaged as Joint
Bookrunners in the Private Placement.
Aabø-Evensen & Co Advokatfirma AS is acting as legal advisor
to the Company in the Private Placement.
For more information, please contact:
Julie Alling Gryga
CFO, Gentian Diagnostics
E-mail: [email protected]
Cell Phone: +47 472 62 628
Important information:
The release is not for publication or distribution, in whole
or in part directly or indirectly, in or into
Australia, Canada, Japan or the United States (including its
territories and possessions, any state of the United States
and the District of Columbia).
This release is an announcement issued pursuant to legal
information obligations, and is subject of the disclosure
requirements pursuant to section 5-12 of the Norwegian
Securities Trading Act. It is issued for information
purposes only, and does not constitute or form part of any
offer or solicitation to purchase or subscribe for
securities, in the United States or in any other
jurisdiction. The securities mentioned herein have not been,
and will not be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act").
The securities may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Securities Act. The Company does not
intend to register any portion of the offering of the
securities in the United States or to conduct a public
offering of the securities in the United States. Copies of
this announcement are not being made and may not be
distributed or sent into Australia, Canada, Japan or the
United States. The issue, exercise, purchase or sale of
subscription rights and the subscription or purchase of
shares in the Company are subject to specific legal or
regulatory restrictions in certain jurisdictions. Neither
the Company nor the Managers assumes any responsibility in
the event there is a violation by any person of such
restrictions.
The distribution of this release may in certain
jurisdictions be restricted by law. Persons into whose
possession this release comes should inform themselves about
and observe any such restrictions. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. The Managers are
acting for the Company and the Selling Shareholders and no
one else in connection with the Private Placement and will
not be responsible to anyone other than the Company and the
Selling Shareholders for providing the protections afforded
to their respective clients or for providing advice in
relation to the Private Placement and/or any other matter
referred to in this release.
Forward-looking statements:
This release and any materials distributed in connection
with this release may contain certain forward-looking
statements. By their nature, forward-looking statements
involve risk and uncertainty because they reflect the
Company's current expectations and assumptions as to future
events and circumstances that may not prove accurate. A
number of material factors could cause actual results and
developments to differ materially from those expressed or
implied by these forward-looking statements.
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