Share Issue/Capital Change • Jan 19, 2017
Share Issue/Capital Change
Open in ViewerOpens in native device viewer
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.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.