NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, HONG KONG OR AUSTRALIA, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
Ambu A/S (“Ambu” or the “Company”) has in connection with its accelerated bookbuild offering today registered with the Danish Business Authority the capital increase of a nominal value of DKK 5,788,978.5 (11,577,957 B shares of DKK 0.50 each) (the “New B Shares”), representing 4.5% of the registered share capital prior to the capital increase.
The New B Shares are expected to be admitted to trading and official listing under the permanent ISIN code DK0060946788 on Nasdaq Copenhagen A/S on 29 March 2023.
Pursuant to section 32 of the Danish Capital Markets Act, Ambu hereby announces that after registration of the share capital increase, the share capital of Ambu amounts to nominally DKK 134,647,194.5 divided into 34,320,000 A shares and 234,974,389 B shares of DKK 0.50 each. The total number of voting rights in Ambu is 578,174,389.
Reference is made to company announcement no. 7 of 24 March 2023.
An updated version of the Articles of Association can be found at www.Ambu.com.
Tel. +45 7225 2000
CVR no.: 63 64 49 19
Director, Investor Relations & Strategic Finance
+45 2620 8047
Tine Bjørn Schmidt
Head of Corporate Communications
+45 2264 0697
Ever since 1937, Ambu has been rethinking medical solutions to save lives and improve patient care. Millions of patients and healthcare professionals worldwide depend on the efficiency, safety and performance of our single-use endoscopy, anaesthesia, and patient monitoring solutions. Today, we continue to collaborate with leading medical experts to deliver innovations that make a real difference to healthcare professionals and their patients. At our headquarters in Copenhagen, Denmark, and around the world in Europe, North America and the Asia Pacific, 4,500+ team members keep Ambu moving forward. For more information, please visit Ambu.com.
This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser. This announcement does not constitute an investment recommendation. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance.
This announcement has been prepared for the purposes of complying with applicable law and regulation in Denmark and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside Denmark.
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Canada, Japan, South Africa, Hong Kong or Australia, except as permitted by applicable law, or any other jurisdiction in which such publication or distribution is unlawful.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada, Japan, South Africa, Hong Kong, Australia or any other jurisdiction in which such offers or sales are unlawful (the “Excluded Territories”). Any failure to comply with this may constitute a violation of US, Canadian, Japanese, South African, Hong Kong or Australian securities laws or the securities laws of other states as the case may be.
The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Subject to certain limited exceptions, the securities referred to in this announcement are being offered and sold only outside the United States. The securities
offered in connection with the offering have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or elsewhere.
This announcement is not a prospectus and has been prepared on the basis that any offers of securities referred to herein in any member state of the European Economic Area will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses (the “Prospectus Regulation”). No prospectus will be made available in connection with the matters contained in this announcement. The information set forth in this announcement is only being distributed to, and directed at, persons in member states of the European Economic Area who are qualified investors (“Qualified Investors”) within the meaning of the Prospectus Regulation.
This announcement and any offer subsequently made is, and will be, addressed to and directed only at persons, in the United Kingdom, who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49 of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates is available in the United Kingdom only to Relevant Persons.
This information must not be acted or relied on by, and any investment activity to which this information relates is not available to and may not be engaged with, persons (i) in any member state of the European Economic Area who are not Qualified Investors, and (ii) in the United Kingdom who are not Relevant Persons.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Ambu or by any of its affiliates or agents, or Danske Bank A/S, J.P. Morgan SE and Nordea Danmark, filial af Nordea Bank Abp, Finland, as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the company's the new shares and/or the private placement referred to herein, and any liability therefore is expressly disclaimed.
Danske Bank A/S, J.P. Morgan SE and Nordea Danmark, filial af Nordea Bank Abp, Finland are acting exclusively for Ambu and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Ambu for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.