NAVAMEDIC ASA: Notice of extraordinary general meeting

19.02.2020 14:48:00

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 OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE ANNOUNCEMENT.
Reference is made to the stock exchange announcement by Navamedic ASA ("Navamedic" or the "Company") on 18 February 2020 regarding the successfully completed private placement of 2,630,000 new shares (the "Offer Shares") in the Company (the "Private Placement"), and a potential subsequent offering of up to 526,000 new shares in the Company (the "Subsequent Offering").

The Private Placement is divided into two tranches. Tranche 1 consists of 1,186,767 Offer Shares ("Tranche 1") and tranche 2 consists of 1,443,233 Offer Shares ("Tranche 2"). The share capital increase pertaining to Tranche 1 of the Private Placement was resolved by the board of directors of the Company (the "Board") on 18 February 2020 pursuant to an authorisation by the Company's general meeting held 28 May 2019, while the completion of Tranche 2 of the Private Placement is subject to the approval by the extraordinary general meeting.

Navamedic hereby calls for an extraordinary general meeting in the Company to be held on 11 March 2020 at 13:00 CET at the Company's offices at Henrik Ibsens gate 90, 3rd floor (House of Business), 0255 Oslo, Norway.

The following matters are on the agenda: (1) Approval of Tranche 2, including the resolution to issue the Tranche 2 Offer Shares, (2) an authorisation to the Board to issue the new shares in the Subsequent Offering and (3) an authorisation to the Board to issue consideration shares for a portion of the purchase price for the marketing authorisations for antibiotics from ACS Dobfar and InfoRlife as announced in the stock exchange announcement published on 7 February 2020, such portion and thus the number of shares to be issued (if any) to be determined as part of such negotiations.

The notice with attachments to the extraordinary general meeting is attached hereto and has been sent to all shareholders with known address. The notice can also be found at the Company's website (www.navamedic.com).

For further information, please contact:
Kathrine G. Andreassen, CEO, Navamedic,
Mobile: +47 951 78 680
E-mail: kathrine@navamedic.com

Lars Hjarrand, CFO, Navamedic,
Mobile: +47 917 62 842
E-mail: lars.hjarrand@navamedic.com

About Navamedic
Navamedic ASA is a preferred, full-service provider of high-quality healthcare products to hospitals and pharmacies. Navamedic meets the specific medical needs of patients and consumers by leveraging its highly scalable market access
platform, leading category competence and local knowledge. Navamedic is present in all the Nordic countries, the Baltics and Benelux, with sales representation in the UK and Greece. Navamedic is headquartered in Oslo, Norway, and listed on the Oslo Stock Exchange (ticker: NAVA). For more information, please visit www.navamedic.com

IMPORTANT INFORMATION
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

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. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (together with any applicable implementing measures in any 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.

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.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Manager nor any of their respective 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. Neither the
Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective 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.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.