NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, NEW
ZEALAND, HONG KONG, JAPAN, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY
OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO
IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
Reference is made to the stock exchange announcement made by Inify Laboratories
AB (the "Company") on 7 January 2025 regarding the registration of a Norwegian
national prospectus (the "Prospectus") and the upcoming launch of a fully
guaranteed subsequent repair offering of 3,464,300 new shares in the Company
(the "Subsequent Offer Shares"), at an offer price of NOK 4.50 per Subsequent
Offer Share (the "Offer Price"), with gross proceeds of NOK 15,589,350 (the
"Subsequent Offering").
The subscription period for the Subsequent Offering (the "Subscription Period")
commences today, 9 January 2025 at 09:00 (CET) and expires on 23 January 2025 at
16:30 (CET), unless shortened or extended in accordance with the Prospectus.
The Subsequent Offering is, subject to applicable securities law, directed pro
-rata towards existing shareholders in the Company as of 13 December 2024 (as
registered in Euronext Securities Oslo (the "VPS") or the share register
maintained by Euroclear Sweden Ab ("Euroclear"), as applicable, on 17 December
2024 (the "Record Date")), who (i) were not eligible to participate in the
private placement of 30,202,366 new shares in the Company, placed on 16 December
2024 (the "Private Placement"), and (ii) are not resident in a jurisdiction
where such offering would be unlawful or would (in jurisdictions other than
Norway) require any prospectus, filing, registration or similar action
("Eligible Shareholders").
Eligible Shareholders with shares registered with the VPS as of the Record Date
will receive 0.7447 non-transferable subscription rights in the Subsequent
Offering for each share held as of the Record Date, rounded down to the nearest
whole right. Each subscription right will, subject to applicable laws, give the
right to subscribe for, and be allocated one (1) Subsequent Offer Share at the
Offer Price. Eligible Shareholders with shares registered with Euroclear as of
the Record Date will not receive subscription rights in the VPS, but must
instead apply for Subsequent Offer Shares by using a separate subscription form.
Over-subscription will not be permitted. Only Eligible Shareholders may
participate in the Subsequent Offering. Subsequent Offer Shares that are not
subscribed by Eligible Shareholders will be allocated to the guarantors in the
Subsequent Offering, in accordance with the allocation principles set out in the
Prospectus.
Please see the Prospectus for more information about the Subsequent Offering,
including subscription procedures and the complete terms of the Subsequent
Offering. Subscriptions may only be made on the basis of the Prospectus. The
Prospectus is available at the following website:
https://www.sb1markets.no/en/transactions/ (https://protect.checkpoint.com/v2/r0
2
/___https://www.sb1markets.no/jsdywfsxfhyntsxd___.YzJlOnNjaGpkdGFzOmM6bzpiMWNmYW
U
1MGZhZTc0ZDlkMTM1Yzk0MTYyMmIwNmUzMzo3OjE4MDE6NDIxMmI1NTQ3MzY3MWVmOGY1ODQzNDg2MTV
i
OTA4MmQwOWI5MmRhNmZmNGFhZjA2YTgyNDRhMjc0ODBkNTQzMjpwOlQ6VA).
The Prospectus is a national prospectus (Nw.: nasjonalt prospekt) and neither
the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) 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 pursuant
to Regulation (EU) 2017/1129.
The subscription rights must be used to subscribe for Subsequent Offer Shares
prior to expiry of the Subscription Period. Subscription rights that are not
used to subscribe for Subsequent Offer Shares before the expiry of the
Subscription Period will have no value and will lapse without compensation to
the holder.
Allocation of the Subsequent Offer Shares is expected to take place on or about
23 January 2025.
The payment date for the Subsequent Offer Shares is on or about 14 February
2025. Subject to timely payment of the Subsequent Offer Shares subscribed for
and allocated in the Subsequent Offering, and subject to registration of the
capital increase pertaining to the Subsequent Offering with the Swedish
Companies Registration Office (Sw.: Bolagsverket), the delivery of the
Subsequent Offer Shares is expected to take place on or about 19 February 2025.
The Subsequent Offer Shares are expected to commence trading on Euronext Growth
Oslo on or about 19 February 2025.
Company update - webinar on 16 January 2025 at 13:00 (CET)
The Company will host a webinar where the Company's CEO, Fredrik Palm, will
provide a company update and also answer any questions regarding the Subsequent
Offering and the Private Placement. The webinar will be held on 16 January 2025
at 13:00 (CET). For registration, please send an e-mail to
corporateaccess@sb1markets.no.
Advisors
SpareBank 1 Markets AS has been appointed as financial advisor in connection
with the Subsequent Offering. Schjødt law firm acts as legal counsel to the
Company.
For further information, please contact CEO, Fredrik Palm,
fredrik.palm@inify.com, or visit https://www.inify.com
###
The future of pathology
Inify Laboratories provides cancer diagnostics through ultramodern laboratory
services within pathology. It uses a fully digital, standardized and AI
-supported workflow to optimize quality and response times, initially within
prostate. The concept is scalable and can be extended to other diagnoses.
The service includes the whole chain of sample handling: from logistics, to
sample preparation, to reporting by a pathologist. The report is assisted by our
own AI, proven in clinical studies to have world-leading accuracy. The complete
workflow is supported by a tailor-made process control system.
The company, based in Sweden, became independent in 2022 through a spin-off from
ContextVision(https://www.contextvision.com/), with 40 years of experience
within digital imaging for medical applications. It is listed on Euronext Growth
Oslo under the ticker INIFY.
This information is subject to the disclosure requirements pursuant to section 5
-12 the Norwegian Securities Trading Act.
Important information
The release, announcement or distribution of this press release may, in certain
jurisdictions, be subject to restrictions. The recipients of this press release
in jurisdictions where this press release has been published or distributed
shall inform themselves of and follow such restrictions. The recipient of this
press release is responsible for using this press release, and the information
contained herein, in accordance with applicable rules in each jurisdiction. The
information in this press release does not contain or constitute an offer to
acquire, subscribe or otherwise trade in shares, subscription rights or other
securities in the Company in any jurisdiction. Any invitation to the persons
concerned to subscribe for shares in the Subsequent Offering will only be made
through the Prospectus.
This press release does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in new shares. Any investment decision in connection with the
Subsequent Offering must be made on the basis of the information included in the
Prospectus. Such information has not been independently verified by SpareBank 1
Markets. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy or completeness. SpareBank 1 Markets is acting for the Company in
connection with the transaction and no one else and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients nor for giving advice in relation to the transaction or any other matter
referred to herein.
This press release does not constitute a recommendation concerning any
investor's option with respect to the Subsequent Offering. Each investor or
prospective investor should conduct his, her or its own investigation, analysis
and evaluation of the business and data described in this announcement and
publicly available information. The price and value of securities can go down as
well as up. Past performance is not a guide to future performance.
The information contained in this press release is not intended for, and must
not be accessed by, or distributed or disseminated, directly or indirectly, in
whole or in part, to persons resident or physically present in the United States
of America (including its territories and possessions, any state of the United
States and the District of Columbia) (the "United States"), Australia, Canada,
Hong Kong, Japan, New Zealand, Singapore, South Africa, United Kingdom or any
other jurisdiction where such action is wholly or partially subject to legal
restrictions, or would require additional prospectuses, registration or other
measures than those required by Norwegian law. The information in the press
release does not constitute any offer regarding subscription rights, paid
subscribed shares or shares in the Company ("Securities") to any person in said
jurisdictions. The information in the press release may not be forwarded or
reproduced in such a manner that contravenes such restrictions or gives cause to
such requirements.
No securities have been or will be registered under the United States Securities
Act of 1933, as amended (the "Securities Act") or the securities legislation of
any state or other jurisdiction in the United States and may not be offered,
subscribed for, exercised, used, pledged, sold, resold, granted, delivered or
otherwise transferred, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a transaction not subject
to, the registration requirements under the Securities Act and in compliance
with the securities legislation in the relevant state or any other jurisdiction
of the United States.
Within the European Economic Area ("EEA"), no public offering of Securities is
made in other countries than Sweden or Norway. In other member states of the EU,
such an offering of Securities may only be made in accordance with the
Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"). In other
member states of the EEA which have implemented the Prospectus Regulation in its
national legislation, any offer of Securities may only be made in accordance
with an applicable exemption in the Prospectus Regulation and/or in accordance
with an applicable exemption under a relevant national implementation measure.
In the United Kingdom, this document and any other materials in relation to the
securities described herein is only being distributed to, and is only directed
at, and any investment or investment activity to which this document relates is
available only to, and will be engaged in only with, "qualified investors" who
are (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order")