Share Issue/Capital Change • Jan 20, 2017
Share Issue/Capital Change
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PRIVATE PLACEMENT - BOOKBUILDING IN TRANCHE 1 SUCCESSFULLY COMPLETED - APPLICATION PERIOD IN TRANCHE 2 COMMENCES TODAY
PRIVATE PLACEMENT - BOOKBUILDING IN TRANCHE 1 SUCCESSFULLY
COMPLETED - APPLICATION PERIOD IN TRANCHE 2 COMMENCES TODAY
Oslo, 20 January 2017
Reference is made to the stock exchange release from Gentian
Diagnostics AS ("Gentian" or the "Company") published
yesterday regarding the contemplated private placement of up
to NOK 100 million by issuance of up to 2,857,143 new shares
at NOK 35 per share (the "Private Placement").
The Company announces today that it has placed 2,714,286 new
shares (corresponding to NOK 95,000,010 in gross proceeds)
in Tranche 1 of the Private Placement. Tranche 1 was
substantially oversubscribed and attracted strong interest
from both existing shareholders and new high quality
institutional investors.
The application period in Tranche 2 comprising up to 142,857
new shares (corresponding up to NOK 4,999,995 in gross
proceeds) commences today at 08:00 CET and closes at 14:00
CET on 27 January 2017. Tranche 2 is principally directed
towards existing shareholders in the Company holding less
than 70,000 shares (as registered in the shareholder
register with VPS on 19 January 2017) and employees of the
Company that were not allocated shares in Tranche 1. No
minimum application amount applies to investors eligible for
Tranche 2.
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 conditioned 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 1 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 Tranche 2
is fully subscribed and 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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