Not for release, publication, or distribution in Australia, Canada, Japan or the United States.
Press release from Össur hf.
Reykjavik, 2 November 2009, GMT 17:15
The Board of Directors of Össur hf. (Össur) has today resolved to launch a directed offering and private placement (the "Offering") of up to 29,500,000 new shares in Össur at market price and without preemptive rights for its existing shareholders.
The Offering will be executed via an accelerated book-building of a maximum number of 29,500,000 shares with a nominal value of ISK 1 each (the "New Shares"), representing up to approximately 7.0% of Össur's current issued share capital of nominal ISK 423,000,000. The offer price will be determined upon completion of the accelerated book-building process. Based on the closing price on 2 November 2009 of DKK 5.20 the gross proceeds from the Offering will correspond to approximately DKK 153 million (USD 30 million) assuming that the Offering is fully subscribed.
The purpose of the Offering is to strengthen the Company's financial flexibility and ensure a foundation for future growth. In the past years, Össur has transformed into a global player in non-invasive orthopaedics. Today, Össur is an established global market leader with an attractive market position in its major product segments. The Company has a proven track record of continuously increasing product value through innovation as well as growing through strategic acquisitions. Össur's management considers the long-term prospects for the Company's operations to be promising. Market developments and acquisition opportunities are continuously monitored. Össur is well positioned to take advantage of opportunities in a growing market.
Furthermore, Össur wishes to increase free-float and thereby improve liquidity and pricing of the Össur share.
The Offering
The Offering is being made to certain institutional and other qualified investors residing in Denmark and internationally. The Offering is not being made to investors residing in Iceland. The Offering is being made without pre-emption rights to Össur's existing shareholders pursuant to the authorisation contained in the Company's Articles of Association, section B, second paragraph of Art. 2.01.
SEB Enskilda is acting as Sole Lead Manager. Subscription orders shall be placed and purchases shall be made through the Sole Lead Manager.
The book-building process will start immediately. Pricing and allocation are expected to be announced as soon as practicable following the closing of the book-building process.
Resolution on share capital increase
The Board of Directors of Össur has resolved to launch the Offering of up to a maximum of 29,500,000 shares with a nominal value of ISK 1 each. The resolution to increase the share capital is made pursuant to the authorization contained in the Company's Articles of Association, section B, second paragraph of Art. 2.01.
Admission for trading and official listing
NASDAQ OMX Iceland and NASDAQ OMX Copenhagen have confirmed that the New Shares will be admitted for trading and official listing under the existing ISIN code IS0000000040 after registration of the share capital increase with the Icelandic Register of Enterprises. The temporary ISIN code IS0000019669 will be merged with the existing ISIN code in Icelandic Securities Depository and VP Securities. The temporary ISIN code for the New Shares will not be admitted for trading and official listing on NASDAQ OMX, but only registered in VP Securities to facilitate subscription of the New Shares.
Expected timetable for the Offering
The offer price and the size of the Offering are expected to be announced through NASDAQ OMX no later than on: 3 November 2009
Expected date of payment against delivery: 6 November 2009
Expected date of registration of the capital increase with the Icelandic Register of Enterprises: 6 November 2009
Expected date of admission for trading and official listing of New Shares on NASDAQ OMX under the existing ISIN code: 9 November 2009
It is expected that the dates of admission for trading and official listing, payment and registration of the capital increase may be brought forward if the Offering is closed earlier than expected. The Company may at any time close or extend the offer period at its own discretion.
Lock-up
The Company has agreed that, for a period of 180 calendar days after the New Shares have been admitted for trading on NASDAQ OMX, it will not issue, or publicly announce the intention to issue, any shares or securities convertible or exchangeable into shares or representing rights to subscribe for shares, without having obtained the prior written consent of the Sole Lead Manager (which consent shall not be unreasonably withheld or delayed) in each case, except as required under mandatory Icelandic law or Danish law or in relation to shares to be issued as consideration in connection with acquisitions, provided that such newly issued shares do not exceed 5% of the share capital of the Company at the time of the acquisition or upon exercise of options granted to employees according to the existing stock option plans.
The New Shares
The New Shares will rank pari passu with existing Össur shares. The New Shares will be registered in the name of the holder in the company's register of shareholders and be issued and registered with the Icelandic Securities Depository and VP Securities.
No shares, including the New Shares, carry or will carry any special rights. The New Shares will be negotiable instruments and will in every respect carry the same rights as the existing shares. Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Icelandic Register of Enterprises.
Trading with Icelandic financial instruments is currently subject to Icelandic Foreign Exchange Rules. The Central Bank of Iceland has granted exemptions to the rules allowing certain transfers of and trade in Össur shares. Investors domiciled outside Iceland will, in general, be able to trade the New Shares freely on the Danish market. More detailed information on the possibilities to transfer and trade Össur shares can be found on Össur's website: www.ossur.com/investors.
Registration of shares, clearing and settlement
Össur's shares are registered with the Icelandic Securities Depository hf., Laugavegi 182, 105 Reykjavik and VP Securities A/S, Weidekampsgade 14, DK-2300 Copenhagen S.
Össur's shares are traded under ISIN code: IS0000000040.
Clearing and settlement of trades of Össur shares, including the New Shares, made on NASDAQ OMX Iceland and NASDAQ OMX Copenhagen takes place through Ossur's issuing agents in Iceland and Denmark.
Nordea Bank Danmark A/S is the issuing agent for Össur's shares in respect of shares, including the New Shares, registered with VP Securities A/S in Denmark.
Taxation and dividends
According to Icelandic law, payment of dividends to limited liability companies is in general subject to 10% withholding tax and to individuals 15%. Limited liability companies in the EU or the EEA can reclaim any withholding tax applied. Payment of withholding tax may be exempt or reduced according to double taxation treaties. Each investor is encouraged to make its own assessment of the tax consequences related to investing in shares in Ossur.
Other information
Össur is a public limited company incorporated and registered under the laws of Iceland, registration number 560271-0189.Össur's financial year runs from 1 January until 31 December.
Further information can be found on Ossur's website: www.ossur.com/investors.
Össur contacts:
Jon Sigurdsson, President & CEO, Tel: +354 515-1300
Hjorleifur Palsson, CFO, Tel: +354 515-1300
Sigurborg Arnarsdottir, IR Manager, Tel: +354 664-1044
Össur (OMX: OSSR) is a global leader in non-invasive orthopaedics that help people live a life without limitations. Its business is focused on improving people's mobility through the delivery of innovative technologies within the fields of bracing, supports, prosthetic limbs and compression therapies. A recognized "Technology Pioneer", Össur invests significantly in research and product development; its award-winning designs ensuring a consistently strong position in the market. Successful patient and clinical outcomes are further empowered via Össur's educational programs and business solutions. Headquartered in Iceland, Össur has major operations in the Americas, Europe and Asia, with additional distributors worldwide.
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This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 as amended. The issuer of the securities has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) that are qualified investors within the meaning of Article 2(1)(e) of Directive 2003/71/EC ("Prospectus Directive") and that are either (x) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 205 (the "Order") or (y) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i) and (ii) above together being referred to as "relevant persons"). The New Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement is an advertisement and is not a prospectus for the purposes of the Prospective Directive, together with any applicable implementing measures in the relevant home Member State under the Prospectus Directive.
In any EEA Member State that has implemented the Prospective Directive this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
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This announcement contains certain forward-looking statements, including statements about the Company's business and the Offering. Such forward-looking statements are based on data, assumptions and estimates that the Company considers to be reasonable. They may change or be amended owing to uncertainties related to the economic, financial, competitive and regulatory environment, and market conditions. In addition, the Company's business activities and its ability to meet its goals may be adversely affected if one or more of the risks that are set forth in the summary document that was prepared in connection with the listing of shares in Össur on NASDAQ OMX Copenhagen in addition to the section "Risk factors" in Össur's Annual Report 2008 materialise, or if other risks, currently unforeseen or considered insignificant, materialise. The Company does not undertake to meet or give any guarantee that it will meet its goals. Investors are urged in particular to pay careful attention to the risk factors described in the summary document that was prepared in connection with the listing of shares in Össur on NASDAQ OMX Copenhagen in addition to the section "Risk factors" in Össur's Annual Report 2008.