ÿssur hf. to offer up to 29,500,000 new shares in a private placement
at market price
(Thomson Reuters ONE) - Not for release, publication, or distribution in Australia, Canada,Japan or the United States. Press release from ÿssur hf. Reykjavik, 2 November 2009, GMT 17:15The Board of Directors of ÿssur hf. (ÿssur) has today resolved tolaunch a directed offering and private placement (the "Offering") ofup to 29,500,000 new shares in ÿssur at market price and withoutpreemptive rights for its existing shareholders.The Offering will be executed via an accelerated book-building of amaximum number of 29,500,000 shares with a nominal value of ISK 1each (the "New Shares"), representing up to approximately 7.0% ofÿssur's current issued share capital of nominal ISK 423,000,000. Theoffer price will be determined upon completion of the acceleratedbook-building process. Based on the closing price on 2 November 2009of DKK 5.20 the gross proceeds from the Offering will correspond toapproximately DKK 153 million (USD 30 million) assuming that theOffering is fully subscribed.The purpose of the Offering is to strengthen the Company's financialflexibility and ensure a foundation for future growth. In the pastyears, ÿssur has transformed into a global player in non-invasiveorthopaedics. Today, ÿssur is an established global market leaderwith an attractive market position in its major product segments. TheCompany has a proven track record of continuously increasing productvalue through innovation as well as growing through strategicacquisitions. ÿssur's management considers the long-term prospectsfor the Company's operations to be promising. Market developments andacquisition opportunities are continuously monitored. ÿssur is wellpositioned to take advantage of opportunities in a growing market.Furthermore, ÿssur wishes to increase free-float and thereby improveliquidity and pricing of the ÿssur share.The OfferingThe Offering is being made to certain institutional and otherqualified investors residing in Denmark and internationally. TheOffering is not being made to investors residing in Iceland. TheOffering is being made without pre-emption rights to ÿssur's existingshareholders pursuant to the authorisation contained in the Company'sArticles of Association, section B, second paragraph of Art. 2.01.SEB Enskilda is acting as Sole Lead Manager. Subscription ordersshall be placed and purchases shall be made through the Sole LeadManager.The book-building process will start immediately. Pricing andallocation are expected to be announced as soon as practicablefollowing the closing of the book-building process.Resolution on share capital increaseThe Board of Directors of ÿssur has resolved to launch the Offeringof up to a maximum of 29,500,000 shares with a nominal value of ISK 1each. The resolution to increase the share capital is made pursuantto the authorization contained in the Company's Articles ofAssociation, section B, second paragraph of Art. 2.01.Admission for trading and official listingNASDAQ OMX Iceland and NASDAQ OMX Copenhagen have confirmed that theNew Shares will be admitted for trading and official listing underthe existing ISIN code IS0000000040 after registration of the sharecapital increase with the Icelandic Register of Enterprises. Thetemporary ISIN code IS0000019669 will be merged with the existingISIN code in Icelandic Securities Depository and VP Securities. Thetemporary ISIN code for the New Shares will not be admitted fortrading and official listing on NASDAQ OMX, but only registered in VPSecurities to facilitate subscription of the New Shares.Expected timetable for the OfferingThe offer price and the size of the Offering are expected to beannounced through NASDAQ OMX no later than on: 3 November 2009Expected date of payment against delivery: 6 November 2009Expected date of registration of the capital increase with theIcelandic Register of Enterprises: 6 November 2009Expected date of admission for trading and official listing of NewShares on NASDAQ OMX under the existing ISIN code: 9 November 2009It is expected that the dates of admission for trading and officiallisting, payment and registration of the capital increase may bebrought forward if the Offering is closed earlier than expected. TheCompany may at any time close or extend the offer period at its owndiscretion.Lock-upThe Company has agreed that, for a period of 180 calendar days afterthe New Shares have been admitted for trading on NASDAQ OMX, it willnot issue, or publicly announce the intention to issue, any shares orsecurities convertible or exchangeable into shares or representingrights to subscribe for shares, without having obtained the priorwritten consent of the Sole Lead Manager (which consent shall not beunreasonably withheld or delayed) in each case, except as requiredunder mandatory Icelandic law or Danish law or in relation to sharesto be issued as consideration in connection with acquisitions,provided that such newly issued shares do not exceed 5% of the sharecapital of the Company at the time of the acquisition or uponexercise of options granted to employees according to the existingstock option plans.The New SharesThe New Shares will rank pari passu with existing ÿssur shares. TheNew Shares will be registered in the name of the holder in thecompany's register of shareholders and be issued and registered withthe Icelandic Securities Depository and VP Securities.No shares, including the New Shares, carry or will carry any specialrights. The New Shares will be negotiable instruments and will inevery respect carry the same rights as the existing shares. Rightsconferred by the New Shares, including voting rights and dividendrights, will apply from the time when the capital increase isregistered with the Icelandic Register of Enterprises.Trading with Icelandic financial instruments is currently subject toIcelandic Foreign Exchange Rules. The Central Bank of Iceland hasgranted exemptions to the rules allowing certain transfers of andtrade in ÿssur shares. Investors domiciled outside Iceland will, ingeneral, be able to trade the New Shares freely on the Danish market.More detailed information on the possibilities to transfer and tradeÿssur shares can be found on ÿssur's website:www.ossur.com/investors.Registration of shares, clearing and settlementÿssur's shares are registered with the Icelandic SecuritiesDepository hf., Laugavegi 182, 105 Reykjavik and VP Securities A/S,Weidekampsgade 14, DK-2300 Copenhagen S.ÿssur's shares are traded under ISIN code: IS0000000040.Clearing and settlement of trades of ÿssur shares, including the NewShares, made on NASDAQ OMX Iceland and NASDAQ OMX Copenhagen takesplace through Ossur's issuing agents in Iceland and Denmark.Nordea Bank Danmark A/S is the issuing agent for ÿssur's shares inrespect of shares, including the New Shares, registered with VPSecurities A/S in Denmark.Taxation and dividendsAccording to Icelandic law, payment of dividends to limited liabilitycompanies is in general subject to 10% withholding tax and toindividuals 15%. Limited liability companies in the EU or the EEA canreclaim any withholding tax applied. Payment of withholding tax maybe exempt or reduced according to double taxation treaties. Eachinvestor is encouraged to make its own assessment of the taxconsequences related to investing in shares in Ossur.Other informationÿssur is a public limited company incorporated and registered underthe laws of Iceland, registration number 560271-0189.ÿssur'sfinancial year runs from 1 January until 31 December.Further information can be found on Ossur's website:www.ossur.com/investors.ÿssur contacts:Jon Sigurdsson, President & CEO, Tel: +354 515-1300Hjorleifur Palsson, CFO, Tel: +354 515-1300Sigurborg Arnarsdottir, IR Manager, Tel: +354 664-1044ÿssur (OMX: OSSR) is a global leader in non-invasive orthopaedicsthat help people live a life without limitations. Its business isfocused on improving people's mobility through the delivery ofinnovative technologies within the fields of bracing, supports,prosthetic limbs and compression therapies. A recognized "TechnologyPioneer", ÿssur invests significantly in research and productdevelopment; its award-winning designs ensuring a consistently strongposition in the market. Successful patient and clinical outcomes arefurther empowered via ÿssur's educational programs and businesssolutions. Headquartered in Iceland, ÿssur has major operations inthe Americas, Europe and Asia, with additional distributorsworldwide.*****This announcement is not an offer for sale of securities in theUnited States. Securities may not be offered or sold in the UnitedStates absent registration or an exemption from registration underthe US Securities Act of 1933 as amended. The issuer of thesecurities has not registered, and does not intend to register, anyportion of the offering in the United States, and does not intend toconduct a public offering of securities in the United States.This announcement is only being distributed to and is only directedat (i) persons who are outside the United Kingdom or (ii) that arequalified investors within the meaning of Article 2(1)(e) ofDirective 2003/71/EC ("Prospectus Directive") and that are either (x)investment professionals falling within Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order205 (the "Order") or (y) high net worth companies, and other personsto whom it may lawfully be communicated, falling within Article49(2)(a) to (d) of the Order (all such persons in (i) and (ii) abovetogether being referred to as "relevant persons"). The New Shares areonly available to, and any invitation, offer or agreement tosubscribe, purchase or otherwise acquire such securities will beengaged in only with, relevant persons. Any person who is not arelevant person should not act or rely on this document or any of itscontents.This announcement is an advertisement and is not a prospectus for thepurposes of the Prospective Directive, together with any applicableimplementing measures in the relevant home Member State under theProspectus Directive.In any EEA Member State that has implemented the ProspectiveDirective this communication is only addressed to and is onlydirected at qualified investors in that Member State within themeaning of the Prospectus Directive.*****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 andestimates that the Company considers to be reasonable. They maychange or be amended owing to uncertainties related to the economic,financial, competitive and regulatory environment, and marketconditions. In addition, the Company's business activities and itsability to meet its goals may be adversely affected if one or more ofthe risks that are set forth in the summary document that wasprepared in connection with the listing of shares in ÿssur on NASDAQOMX Copenhagen in addition to the section "Risk factors" in ÿssur'sAnnual Report 2008 materialise, or if other risks, currentlyunforeseen or considered insignificant, materialise. The Companydoes not undertake to meet or give any guarantee that it will meetits goals. Investors are urged in particular to pay careful attentionto the risk factors described in the summary document that wasprepared in connection with the listing of shares in ÿssur on NASDAQOMX Copenhagen in addition to the section "Risk factors" in ÿssur'sAnnual Report 2008.This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 02.11.2009 - 18:20 Uhr
Sprache: Deutsch
News-ID 7790
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