OBSERVE MEDICAL ASA: Resolution to increase the share capital in connection with subsequent offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BEUNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THESECURITIES DESCRIBED HEREIN.
Oslo, 24 September 2025
Reference is made to the stock exchange announcement by Observe Medical ASA(the"Company" or "Observe Medical", OSE ticker "OBSVR") on 11 June 2025, regardingthe successful placement of a private placement in the Company raising grossproceeds of NOK 36,445,000 (the "Private Placement") and a potentialsubsequentoffering of up to 24,000,000 new shares (the "Subsequent Offering").
In accordance with the board authorisation granted by the extraordinarygeneralmeeting of the Company held on 3 July 2025 to increase the Company's sharecapital by up to NOK 10,080,000 in connection with the Subsequent Offering,theboard of directors has today resolved to increase the share capital by aminimumof NOK 0.42 and a maximum of NOK 10,080,000, through the issuance of a minimumof one and a maximum of 24,000,000 new shares, each with a nominal value ofNOK0.42, (the "Offer Shares") with a subscription price of NOK 0.50 per OfferShare(the "Offer Price").
Thus, the board of directors has resolved to carry out the SubsequentOffering.The resolution is conditional upon the Norwegian Financial SupervisoryAuthority's ("NFSA") approval of a prospectus, which the Company has preparedinconnection with (i)the listing of the 72,890,000 shares issued in connectionwith the Private Placement on Euronext Expand, (ii) the listing of the20,000,000 shares to be issued in connection with a conditional privateplacement in the Company, announced on 16 September 2025, and (iii) theSubsequent offering (including the listing of the Offer Shares on EuronextExpand) (the "Prospectus"). It is expected that the Prospectus will beapprovedby the NFSA on or about [25] September 2025, and that the subscription periodinthe Subsequent Offering will commence on [26] September 2025 at 09:00 hours(CEST) and expire on [10] October 2025 at 16:30 hours (CEST).
The Subsequent Offering will be directed towards shareholders of the Companyasof 11 June 2025 (being registered as such in the Norwegian Central SecuritiesDepository (the "ES-OSL") on 13 June 2025 pursuant to the ES-OSL's standardtwodays' settlement procedure (the "Record Date")), except for shareholders who(i)were included in the wall-crossing phase of the Private Placement, (ii) wereallocated shares in the Private Placement, or (iii) are resident in ajurisdiction where such offering would be unlawful, or would (in jurisdictionsother than Norway), require any prospectus filing, registration or similaraction (such eligible shareholders jointly the "Eligible Shareholders"). Inaddition, investors who participated in the wall-crossing phase of the PrivatePlacement and/or were allocated shares in the Private Placement may subscribefor Offer Shares and, at the board's discretion and subject to EligibleShareholders having received allocation in full, be allocated any remainingOffer Shares.
Each Eligible Shareholder will be granted 3.0695 Subscription Rights for everyexisting share registered as held by such Eligible Shareholder as of theRecordDate, rounded down to the nearest whole Subscription Right. Each SubscriptionRight will, subject to applicable law, give the right to subscribe for, and beallocated, one (1) Offer Share in the Subsequent Offering at the Offer Price.Over-subscription will be permitted. Subscription without Subscription Rightswill not be permitted, except for subscriptions by investors who participatedinthe wall-crossing phase of the Private Placement and/or were allocated sharesinthe Private Placement who may be allocated any remaining Offer Shares. Theallocation criteria for the allocation of Offer Shares will be described indetail in the Prospectus.
Allocation of the Offer Shares in the Subsequent Offering is expected to takeplace on or about [13] October 2025, and the Offer Shares are expected to bedelivered on or about [22] October 2025. Further information regarding theSubsequent Offering will be set out in the Prospectus.
SB1 Markets AS is acting as the manager in the Subsequent Offering (the"Manager"). Advokatfirmaet Thommessen AS is acting as legal advisor to ObserveMedical in relation to the Subsequent Offering.
This information is subject to the disclosure requirements according toSection5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Jørgen Mann, CEO Observe Medical
Mobile: +45 408 67 558
E-mail: jorgen.mann@observemedical.com
Johan Fagerli, CFO Observe Medical
Mobile: +47 958 12 765
E-mail: johan.fagerli@observemedical.com
About Observe Medical:
Observe Medical is a Nordic medtech company that develops, markets and sellsinnovative medtech products for the global market. The Company is committed toimproving patient welfare and patient outcomes, improving clinical dataaccuracyand promoting positive health economics.
The Company seeks to drive growth by leveraging its expertise in sales andcommercialisation of its broad portfolio of medical technology products,mainlyin urine measurement and ultrasound, in combination with targeted M&A anddistribution. Observe Medical is working with a network of leadingdistributorsto provide outstanding solutions for healthcare professionals globally.
The Company is headquartered in Oslo, Norway.
Further information is available at www.observemedical.com.
- IMPORTANT INFORMATION -
The information contained in this announcement is for background purposes onlyand does not purport to be full or complete. No reliance may be placed for anypurpose on the information contained in this announcement or its accuracy,fairness or completeness. Neither the Manager, nor or any of its affiliates orany of their respective directors, officers, employees, advisors or agentsaccepts any responsibility or liability whatsoever for, or makes anyrepresentation or warranty, express or implied, as to the truth, accuracy orcompleteness of the information in this announcement (or whether anyinformationhas been omitted from the announcement) or any other information relating totheCompany, its subsidiaries or associated companies, whether written, oral or inavisual or electronic form, and howsoever transmitted or made available, or forany loss howsoever arising from any use of this announcement or its contentsorotherwise arising in connection therewith. This announcement has been preparedby and is the sole responsibility of Observe Medical.
Neither this announcement nor the information contained herein is forpublication, distribution or release, in whole or in part, directly orindirectly, in or into or from Australia, Canada, Japan, Hong Kong, SouthAfricaor the United States (including its territories and possessions, any State ofthe United States and the District of Columbia) or any other jurisdictionwhereto do so would constitute a violation of the relevant laws of suchjurisdiction.The publication, distribution or release of this announcement may berestrictedby law in certain jurisdictions and persons into whose possession any documentor other information referred to herein should inform themselves about andobserve any such restriction. Any failure to comply with these restrictionsmayconstitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States.The securities referred to in this announcement have not been and will not beregistered under the U.S. Securities Act, and may not be offered or sold intheUnited States absent registration with the U.S. Securities and ExchangeCommission or an exemption from, or in a transaction not subject to, theregistration requirements of the U.S. Securities Act and in accordance withapplicable U.S. state securities laws. The Company does not intend to registerany securities referred to herein in the United States or to conduct a publicoffering of securities in the United States.
This announcement is an advertisement and is not a prospectus for the purposesof Regulation (EU) 2017/1129 of the European Parliament and of the Council of14June 2017 (the "EU Prospectus Regulation") (together with any applicableimplementing measures in any Member State). Apart from the Conversion Shares,all of the securities referred to in this announcement have been offered onthebasis of a listing and offering prospectus. Investors should not subscribe forany securities referred to in this announcement except on the basis ofinformation contained in the aforementioned prospectus.
In any EEA Member State other than Norway, this communication is onlyaddressedto and is only directed at qualified investors in that Member State within themeaning of the EU Prospectus Regulation, i.e. only to investors who canreceivethe offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed atpersonsin the United Kingdom that are "qualified investors" within the meaning of theEU Prospectus Regulation as it forms part of English law by virtue of theEuropean Union (Withdrawal) Act 2018 and that are (i) investment professionalsfalling within Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005, as amended (the "Order") or (ii) high networth entities, and other persons to whom this announcement may lawfully becommunicated, falling within Article 49(2)(a) to (d) of the Order (all suchpersons together being referred to as "relevant persons"). This communicationmust not be acted on or relied on by persons who are not relevant persons. Anyinvestment or investment activity to which this communication relates isavailable only to relevant persons and will be engaged in only with relevantpersons. Persons distributing this communication must satisfy themselves thatitis lawful to do so.
This announcement is made by, and is the responsibility of, the Company. TheManager and its affiliates are acting exclusively for the Company and no-oneelse in connection with the transactions described in this announcement. Theywill not regard any other person as their respective clients in relation tothetransactions described in this announcement and will not be responsible toanyone other than the Company, for providing the protections afforded to theirrespective clients, nor for providing advice in relation to the transactionsdescribed in this announcement, the contents of this announcement or anytransaction, arrangement or other matter referred to herein.
In connection with the transactions described in this announcement, theManagerand any of its affiliates, acting as investors for their own accounts, maysubscribe for or purchase securities and in that capacity may retain,purchase,sell, offer to sell or otherwise deal for their own accounts in suchsecuritiesof the Company or related investments in connection with the transactionsdescribed in this announcement or otherwise. Accordingly, references in anysubscription materials to the securities being issued, offered, subscribed,acquired, placed or otherwise dealt in should be read as including any issueoroffer to, or subscription, acquisition, placing or dealing by, the Manager andany of its affiliates acting as investors for their own accounts. The Managerdoes not intend to disclose the extent of any such investment or transactionsotherwise than in accordance with any legal or regulatory obligations to doso.
Matters discussed in this announcement may constitute forward-lookingstatements. Forward-looking statements are statements that are not historicalfacts and may be identified by words such as "believe", "aim", "expect","anticipate", "intend", "estimate", "will", "may", "continue", "should" andsimilar expressions. The forward-looking statements in this release are basedupon various assumptions, many of which are based, in turn, upon furtherassumptions. Although the Company believes that these assumptions werereasonable when made, these assumptions are inherently subject to significantknown and unknown risks, uncertainties, contingencies, and other importantfactors which are difficult or impossible to predict and are beyond itscontrol.Such risks, uncertainties, contingencies, and other important factors couldcause actual events to differ materially from the expectations expressed orimplied in this release by such forward-looking statements. Forward-lookingstatements speak only as of the date they are made and cannot be relied uponasa guide to future performance. The Company, the Manager and their respectiveaffiliates expressly disclaims any obligation or undertaking to update, reviewor revise any forward-looking statement contained in this announcement whetheras a result of new information, future developments or otherwise. Theinformation, opinions and forward-looking statements contained in thisannouncement speak only as at its date and are subject to change withoutnotice.
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