Lifecare ASA — Capital/Financing Update 2024

Jun 14, 2024

Lifecare ASA: Final results of the Rights Issue and resolution to increase the share capital for settlement of the underwriting commission

Lifecare ASA: Final results of the Rights Issue and resolution to increase the share capital for settlement of the underwriting commission

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE

PEOPLE'S REPUBLIC OF CHINA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE

DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.

PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

Reference is made to the previous stock exchange announcements published by

Lifecare ASA ("Lifecare" or the "Company") regarding the partially

underwritten rights issue of between 49,199,128 and 59,038,955 new shares in

the Company (the "Offer Shares") at a subscription price of NOK 1.52442 per

Offer Share (the "Subscription Price"), raising gross proceeds between NOK 75

million and NOK 90 million (the "Rights Issue"). The subscribers in the Rights

Issue will be allocated one warrant for every two Offer Shares allocated to,

and paid, by them in the Rights Issue (the "Warrants"). The subscription

period for the Rights Issue (the "Subscription Period") expired at 16:30 hours

(CEST) yesterday, 13 June 2024.

At the expiry of the Subscription Period, the Company had received valid

subscriptions for a total of 83,313,359 Offer Shares.

Allocation of the Offer Shares and Warrants has been completed in accordance

with the allocation criteria set out in the prospectus for the Rights Issue

dated 28 May 2024 (the "Prospectus"). The board of directors of the Company

(the "Board of Directors") has allocated a total of 59,038,955 Offer Shares.

Based on the number of Offer Shares allocated, the Company has allocated

29,519,478 Warrants, subject to payment of the relevant Offer Shares.

As the Rights Issue attracted subscriptions above the underwritten amounts, no

allocations have been made based on the underwriting commitments for the

Rights Issue.

The subscriptions received will, subject to payment, provide the Company with

approximately NOK 90 million in gross proceeds.

Subject to the Warrants and the Additional Warrants (as defined below) being

exercised at the maximum subscription price of NOK 1.98174 (the subscription

price in the Rights Issue plus 30%), the Company may in total receive proceeds

of up to approximately NOK 108 million.

Notifications of allocated Offer Shares and Warrants and the corresponding

subscription amount to be paid by each subscriber are expected to be

distributed today, 14 June 2024. The payment for the Offer Shares allocated to

a subscriber falls due on 18 June 2024 in accordance with the payment

procedures described in the Prospectus. The Warrants are allocated free of

charge.

The Offer Shares are expected to be tradable on Euronext Growth Oslo from and

including 20 June 2024. The Company will use reasonable efforts to seek to

ensure that the Warrants are admitted to trading on a relevant trading venue

as soon as possible following completion of the Rights Issue but there can be

no assurance that such admittance to trading will be obtained.

Pursuant to the underwriting agreements for the Rights Issue dated 25 April

2024, each underwriter is entitled to an underwriting fee as compensation for

their respective underwriting obligation.

Munkekullen 5 Förvaltning AB and Buntel AB, having underwritten a total of NOK

50 million of the Rights Issue (the "Top Guarantee"), are entitled to

compensation of an aggregate of 25,000,000 warrants at equal terms to the

Warrants issued in the Rights Issue (the "Additional Warrants") that will be

issued in accordance with the resolution made by the extraordinary general

meeting of the Company held on 16 May 2024.

Teigland Eiendom AS, Lacal AS, Tjelta AS, and Hannibal Invest AS, having

underwritten a total of NOK 25 million of the Rights Issue (the "Bottom

Guarantee"), are entitled to compensation of 10% of their underwritten amount

under the Bottom Guarantee, which they may elect to receive in cash or in kind

(or in a combination thereof) through receiving new shares in the Company at

the subscription price in the Rights Issue. If such new shares are issued, a

separate stock exchange notice will be published regarding this.

The Offer Shares may not be transferred or traded before they have been fully

paid and the share capital increases pertaining to the Offer Shares has been

registered with the Norwegian Register of Business Enterprises (Nw.

Foretaksregisteret). Neither the Warrants nor the Additional Warrants may be

transferred or traded before they have been registered in the Norwegian

Register of Business Enterprises (Nw. Foretaksregisteret). It is expected that

the share capital increase pertaining to the Offer Shares, as well as the

issuance of the Warrants, will be registered in the Norwegian Register of

Business Enterprises on or about 20 June 2024, and that the Offer Shares and

the Warrants will be delivered to the VPS accounts of the subscribers to whom

they are allocated on or about the next day.

For more information, please contact:

Joacim Holter, CEO, joacim.holter@lifecare.no, +47 40 05 90 40

Renete Kaarvik, CFO, renete.kaarvik@lifecare.no, +47 94 83 82 42

For information about the Rights Issue, please contact Carnegie AS (the

"Manager"): +47 22 00 93 60

About Lifecare:

Lifecare is a clinical stage medical sensor company developing technology for

sensing and monitoring of various body analytes. Lifecare's main focus is to

bring the next generation of Continuous Glucose Monitoring ("CGM") systems to

market. Lifecare enables osmotic pressure as sensing principle, combined with

the ability to manipulate Nano-granular Tunnelling Resistive sensors ("NTR")

on the sensor body for read-out of pressure variations. Lifecare's sensor

technology is referred to as "Sencell" and is suitable for identifying and

monitoring the occurrence of a wide range of analytes and molecules in the

human body and in pets.

Important information:

Any offering of the securities referred to in this announcement will be made

by means of the Prospectus which has been registered with the Norwegian

Register of Business Enterprises. Neither the Financial Supervisory Authority

of Norway nor any other public authority has carried out any form of review,

control, or approval of the Prospectus. The Prospectus does not constitute an

EEA 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"). Investors should not subscribe for any securities

referred to in this announcement except on the basis of information contained

in the Prospectus. Copies of the Prospectus are available from the Company's

registered office and, subject to certain exceptions, on the website of the

Manager.

In any EEA Member State, 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, Australia, Canada, Japan, the United States 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 Manager is 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 its 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, and each of the Company, the Manager and its affiliates expressly

disclaims any obligation or undertaking to update, review or revise any

statement contained in this announcement whether as a result of new

information, future developments or otherwise. This announcement is made by

and is the responsibility of, the Company. Neither the Manager nor any of its

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 Manager

nor any of its affiliates accepts any liability arising from the use of this

announcement.

This information is subject to disclosure under the Norwegian Securities

Trading Act, §5-12. The information was submitted for publication at

2024-06-14 12:11 CEST.