REGISTRATION OF SHARE CAPITAL INCREASE OF 11,577,957 NEW B SHARES
COMPLETED
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.
Ambu A/SBaltorpbakken 132750
BallerupDenmarkTel. +45 7225 2000CVR no.: 63 64 49
19www.Ambu.com
CONTACT INFORMATIONInvestors
Nicolai Thomsen Director, Investor Relations & Strategic
Finance nith@ambu.com +45 2620 8047
Media Tine Bjørn Schmidt Head of Corporate
Communications tisc@ambu.com +45 2264 0697
ABOUT AMBUEver 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.
DISCLAIMERThis 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 securitiesoffered 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.
- Ambu company announcement no 8 2022-23 - Registration of share
capital increase