STOCKHOLM - 7 January 2025 - Reference is made to the stock exchange
announcement made by Inify Laboratories AB (the "Company") on 16 December 2024
regarding the successful private placement of 30,202,366 new shares in the
Company (the "Private Placement"), and the contemplated subsequent repair
offering of 3,464,300 new shares in the Company (the "Subsequent Offering").
The Company has prepared a Norwegian national prospectus for the Subsequent
Offering (the "Prospectus"), which was registered with the Norwegian Register of
Business Enterprises today, 7 January 2025, in accordance with section 7-8 of
the Norwegian Securities Trading Act. Neither the Norwegian Financial
Supervisory Authority nor any other public authority has carried out any form of
review or approval of the Prospectus. The Prospectus is not an EEA prospectus
pursuant to Regulation (EU) 2017/1129.
Subject to applicable securities laws, the Prospectus will be made available at
the following website prior to commencement of the Subscription Period (as
defined below) for the Subsequent Offering:
https://www.sb1markets.no/en/transactions/.
The Subsequent Offering
The Subsequent Offering comprises an offer of 3,464,300 new shares in the
Company (the "Subsequent Offer Shares") at an offer price of NOK 4.50 per share
(being the same price per share as in the Private Placement). Gross proceeds
will amount to NOK 15,589,350. Monsun AS and Auris AS (the "Guarantors"),
companies controlled by the same owners as the two largest shareholders in the
Company, Gallivant S.à r.l. and Tauri AS, respectively, have entered into
guarantee undertakings covering in total 100% of the Subsequent Offering. The
Guarantors will not receive any compensation for the guarantee commitment.
The Subsequent Offering will, subject to applicable securities law, be 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, 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. 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 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 accordance with
the allocation principles set out in the Prospectus.
The subscription period for the Subsequent Offering (the "Subscription Period")
will commence on 9 January 2025 at 09:00 (CET) and expire on 23 January 2025 at
16:30 (CET), unless shortened or extended in accordance with the Prospectus.
In order to subscribe for Subsequent Offer Shares, the Manager (as defined
below) must receive a complete and duly signed subscription form within the end
of the Subscription Period. Subscribers who are residents of Norway with a
Norwegian personal identification number (Nw.: fødselsnummer) may also, and are
encouraged to, subscribe for Subsequent Offer Shares through the VPS online
subscription system (or by following the link on
https://www.sb1markets.no/en/transactions/).
Subscription rights that are not used to subscribe for Subsequent Offer Shares
before the expiry of the Subscription Period will have no value and lapse
without compensation to the holder.
Further instructions regarding the subscription procedure, and the complete
terms of the Subsequent Offering, are set out in the Prospectus. Subscriptions
may only be made on the basis of the Prospectus.
Completion of the Subsequent Offering is subject to (i) due payment of the
Subsequent Offer Shares by the subscribers, (ii) the Board of Directors of the
Company resolving to approve the Subsequent Offering and issue and allocate the
Subsequent Offer Shares based on the authorization granted by the general
meeting of the Company held on 6 December 2024, (iii) registration of the share
capital increase pertaining to the Subsequent Offering with the Swedish
Companies Registration Office, and (iv) delivery of the Subsequent Offer Shares
to subscribers in the VPS and Euroclear.
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")