NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, FULLY OR PARTLY, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, CANADA, JAPAN, NEW ZEALAND, SWITZERLAND, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW.
DNB Markets, a part of DNB Bank ASA, Sweden Branch ("DNB"), acting in its capacity as stabilisation manager, notifies that stabilisation measures have been undertaken in the Physitrack PLC ("Physitrack" or the "Company") shares traded on Nasdaq First North Premier Growth Market ("Nasdaq First North Premier"). The stabilisation period has now ended and no further stabilisation transactions will be effected. DNB exercises the over-allotment option in respect of 655,519 shares in Physitrack.
As announced on June 18, 2021 in the press release regarding first day of trading in Physitrack's share on First North Premier, DNB had the option, but had no obligation, to carry out transactions in Physitrack's share aimed at supporting the market price of the share at levels above those which might otherwise prevail in the market.
Stabilisation transactions in Physitrack's share could be undertaken at any time from the first day of trading on Nasdaq First North Premier (on June 18, 2021) and for no longer than 30 calendar days thereafter. Such stabilisation measures could be undertaken on Nasdaq First North Premier, in the over-the-counter market or otherwise. Stabilisation transactions could not be and was not conducted at a price per share higher than the one set in the offering (SEK 40).
DNB has, in its capacity as stabilisation manager, notified that stabilisation measures, in accordance with Article 5.4 of the Market Abuse Regulation (EU No 596/2014), have been undertaken in respect of a total of 731 shares in Physitrack. All stabilisation transactions have been effected on Nasdaq First North Premier. The stabilisation period has now ended and no further stabilising transactions will be effected. Below is a summary of the stabilisation transactions which have been undertaken during the stabilisation period. Contact person at DNB is Olof Isacsson, phone: +46 709 39 18 29.
In connection with the offering, the Company entered into an undertaking to, within 30 days from the first day of trading on Nasdaq First North Premier, upon the request of DNB, issue up to 656,250 additional shares in Physitrack to cover any over-allotment in connection with the offering (the “Over-allotment Option”). Since DNB, in accordance with what is stated below, has undertaken stabilisation transactions in respect of a total of 731 shares in the Company, DNB has today notified that DNB has exercised the Over-allotment Option in respect of 655,519 shares.
|Security:||Share (ISIN: GB00BK80TJ35)|
|Offering size:||5,031,250 shares (including the Over-allotment Option)|
|Offering price:||SEK 40|
|Market:||Nasdaq First North Premier Growth Market|
|Stabilisation manager:||DNB Markets, a part of DNB Bank ASA, Sweden Branch|
(number of shares)
|Highest price (SEK)||Lowest price (SEK)||Volume weighted average price (SEK)||Currency||Trading venue|
|24 June 2021||731||40.00||40.00||40.00||SEK||Nasdaq First North Growth Market|
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Correction regarding the number of outstanding shares and votes in the Company
In the prospectus that was published in connection with the offering, the number of shares and votes in the Company immediately following the offering if the overallotment option is not exercised was incorrectly stated as 15,606,412. The correct number is 15,605,246 shares and votes in the Company.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal 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. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Physitrack in any jurisdiction, neither from Physitrack nor from someone else.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland, the United States, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this press release 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" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
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 the Company. DNB Markets, a part of DNB Bank ASA, Sweden Branch ("DNB"), is acting for Physitrack in connection with the offering and not for anyone else. DNB 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 offering or any other matter referred to herein.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus has been prepared in connection with the offering which has been scrutinized and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) which is the national competent authority in Sweden under the Prospectus Regulation. The prospectus is available on the Company’s website and on the Swedish Financial Supervisory Authority’s website.