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Gentian Diagnostics ASA

Share Issue/Capital Change Jan 19, 2017

3604_iss_2017-01-19_f0bafc26-7543-45f1-81a1-2fa497153559.html

Share Issue/Capital Change

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GENTIAN DIAGNOSTICS - CONTEMPLATED PRIVATE PLACEMENT

GENTIAN DIAGNOSTICS - CONTEMPLATED PRIVATE PLACEMENT

GENTIAN DIAGNOSTICS - CONTEMPLATED PRIVATE PLACEMENT

Oslo, 19 January 2017

Gentian Diagnostics AS ("Gentian" or the "Company") has

retained Arctic Securities AS and DNB Markets, a part of DNB

Bank ASA, as Joint Bookrunners (the "Managers") to advise on

and effect an undocumented private placement of up to NOK

100 million (the "Private Placement").

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.

The Private Placement is divided into two separate tranches.

Tranche 1 is open for all investors (subject to certain

selling restrictions). The bookbuilding period in Tranche 1

will commence today at 16:30 CET and close at 08:00 CET on

20 January 2017. The Company, together with the Managers,

may, however, at any time resolve to close or extend the

bookbuilding period at its sole discretion and on short

notice. Tranche 2 is directed towards existing shareholders

in the Company holding less than 70,000 shares (as

registered in the shareholder's register with VPS on 19

January 2017) and employees of the Company that are not

allocated shares in Tranche 1. The application period in

Tranche 2 will commence on 20 January 2017 at 08:00 CET and

close at 14:00 CET on 27 January 2017. The indicative

allocation between the two tranches is expected at

approximately 95%/5% for Tranche 1 and Tranche 2,

respectively. Launch of Tranche 2 is conditional upon

successful completion of bookbuilding in Tranche 1 of the

Private Placement.

The offer price in the Private Placement is NOK 35 per new

share.

The minimum application amount in Tranche 1 will be NOK 1

million. The minimum allocation amount in the Tranche 1 will

be the NOK equivalent of EUR 100,000, provided that the

Company may, at its sole discretion, allocate an amount

below EUR 100,000 to the extent applicable exemptions from

the prospectus requirement pursuant to applicable

regulations, including the Norwegian Securities Trading Act

and ancillary regulations, are available. No minimum

application amount applies to shareholders in the Company

(as registered in the shareholder's register with VPS on 19

January 2017) or investors being employees in the Company.

The completion of the Private Placement is conditioned upon

the corporate resolutions of the Company required to

implement the issue of the offer shares, including approval

by an extraordinary general meeting of the Company, and

registration of the increased share capital of the Company.

The final allocation of the Private Placement is subject to

approval by the Company's Board of Directors.

The waiver of the preferential rights inherent in the

Private Placement is considered necessary to ensure

successful completion.

The Private Placement will be directed towards Norwegian

investors and international institutional investors, in each

case subject to and in compliance with applicable exemptions

from relevant prospectus or registration requirements.

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 "US 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 US 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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