Physitrack announces offering of shares and publishes prospectus in connection with listing on Nasdaq First North Premier Growth Market
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.
Physitrack PLC (“Physitrack” or the “Company”), domiciled in the UK and Wales, a leading and fast-growing B2B SaaS and Virtual Care provider within the remote patient engagement sector, today announces the Company's intention to conduct an offering of the Company's shares to the public in Sweden and Finland as well as qualified investors in Sweden and internationally (the "Offering"), and in connection therewith, to list the shares on Nasdaq First North Premier Growth Market in Stockholm, Sweden (the “Listing”). The Company has in connection with the Offering prepared a prospectus which today has been approved by the Swedish Financial Supervisory Authority ("SFSA") and published on the Company's web page. The first day of trading on Nasdaq First North Premier Growth Market is expected to commence on 18 June 2021.
The Offering in brief:
- The price per share in the Offering is SEK 40, corresponding to a total value of all the outstanding shares in Physitrack of approximately SEK 624 million upon completion of the Offering.
- The Offering consists of up to 4,375,000 newly issued shares, corresponding to a total value of up to SEK 175 million, excluding any over-allotment option as described below.
- In order to cover any over-allotment in connection with the Offering, the Company has committed to issue up to 656,250 additional shares, corresponding to up to 15 percent of the total number of shares in the Offering (the “Over-Allotment Option”).
- If the Over-Allotment Option is exercised in full, the Offering will comprise a total of 5,031,250 shares, corresponding to approximately 31 percent of the total number of shares in the Company upon completion of the Offering and a total value of approximately SEK 201 million.
- The newly issued shares in the Offering are expected to provide the Company with gross proceeds of SEK 175 before deduction of costs related to the Offering. In the event that the Over-allotment Option is fully exercised, the Company will receive additional proceeds of approximately SEK 26 million.
- Consensus Asset Management (through the funds Consensus Småbolag and Consensus Sverige Select) and Atlant Fonder have undertaken, under certain conditions, and at the same offering price as other investors, to subscribe for shares corresponding to a total value of SEK 125 million. The undertakings represent, in aggregate, 20 percent of the outstanding shares in the Company upon completion of the Offering and approximately 71 percent of the number of shares in the Offering (approximately 62 percent assuming the Over-Allotment Option is exercised in full).
- The Offering will be offered to the general public in Sweden and Finland and to institutional investors in Sweden and abroad.
- Trading on Nasdaq First North Growth Market Premier is expected to commence on 18 June 2021 under the ticket "PTRK". Settlement is expected to take place on 22 June 2021.
- The application period for the public is expected to take place between 9 June and 16 June 2021.
The application period for institutional investors is expected to take place between 9 June and 17 June 2021.
- Full terms, conditions, and instructions for the Offering are included in the prospectus which today has been approved by the Swedish Financial Supervisory Authority and is now available on the Company’s website, www.physitrackgroup.com, and will be made available on the Swedish Financial Supervisory Authority's ("SFSA") website, www.fi.se.
Prospectus and application forms
The prospectus, which contains full terms and instructions for the Offering, is available on Physitrack’s website (www.physitrackgroup.com). During the application period, the prospectus will also be available on DNB's website (www.dnb.se/emission) and Nordnet’s country specific websites (www.nordnet.se and www.nordnet.fi) and, within a few days, on the SFSA’s prospectus register, https://fi.se/sv/vararegister/prospektregistret/. Application from the general public can be made through DNB or Nordnet in accordance with the terms set out in the prospectus
The prospectus has been prepared in accordance with the Regulation (EU) 2017/1129 (the “Prospectus Regulation“). The prospectus has been approved by the SFSA, which is the Swedish competent authority in accordance with the Prospectus Regulation, in accordance with article 20 in the Prospectus Regulation. The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of Physitrack or as an endorsement of the quality of the shares that are the subject of the prospectus and does not indicate that the SFSA guarantees that the facts in the prospectus are correct or complete. Investors should make their own assessment as to the suitability of investing in the Company’s shares.
Application for the general public in Sweden and Finland: 9 June – 16 June 2021
Application period for institutional investors: 9 June – 17 June 2021
First day of trading on Nasdaq First North Premier Growth Market: 18 June 2021
Settlement: 22 June 2021
Established in 2012 by Henrik Molin and Nathan Skwortsow, Physitrack is a fast growing, global B2B virtual care provider within the remote patient engagement sector. The Company focuses on remote care and has two business lines:
- A SaaS based software platform tailored to the needs of healthcare providers, notably physiotherapists, enabling the digitalization of the patient journey, from initial contact to patient interactions and outcomes tracking.
- A Virtual Care offering where Physitrack is retained by businesses to offer remote physiotherapy on demand by using the Physitrack technology platform.
The SaaS offering has about 89,000 paying healthcare provider users and registered patients in more than 180 countries globally. The software suite also comprises an in-house developed Telehealth solution and a sector-leading digital exercise library on a scalable technology platform based on AWS cloud architecture.
In connection with the Offering, DNB Markets as the stabilisation manager, may over-allot shares to conduct transactions aimed to stabilise, maintain or in other ways support the market price of the Company's shares at a higher level than the one that might otherwise have prevailed in the open market. Such stabilisation transactions may be conducted on Nasdaq First North Premier Growth Market, over-the-counter market or any other way and may be executed any time during the period that starts from the first day of trading in the Company's shares on Nasdaq First North Premier Growth Market and ending not later than 30 calendar days thereafter. DNB Markets is, however, not required to conduct such transactions and there is no assurance that such measures will be undertaken. Under no circumstances will transactions be carried out at a higher price than that the price in the Offering.
DNB Markets may utilise the Over-allotment Option to over-allot shares in order to enable stabilisation measures. The stabilisation measures, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. DNB Markets must, no later than by the end of the seventh daily market session after the stabilisation measures have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week after the end of the stabilisation period, DNB Markets will, through the agency of the Company, disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.
DNB Markets is the Sole Global Coordinator and Sole Bookrunner in the Offering. Baker McKenzie is the legal advisor to the Company and the Selling Shareholders as to Swedish and UK law. White & Case acts as legal advisor to the Sole Global Coordinator and Sole Bookrunner.
Elaine Sullivan, Chair of the board of directors
[email protected], +44 208 133 9325
Henrik Molin, CEO
[email protected], +44 208 133 9325
Charlotte Goodwin, CFO
[email protected], +44 208 133 9325
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 the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland 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.
This press release is not an offer or an invitation to subscribe for or acquire securities in the Company and is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The Offering referred to in this press release may only be effected through a prospectus and a potential investors should not make an investment decision based on other information than as disclosed in such a prospectus. The press release has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared in connection with the Offering and be scrutinized and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) which is the national competent authority in Sweden with regard to the Prospectus Regulation.
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’s shares. Any investment decision to acquire or subscribe for shares in connection with the Offering must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Sole Global Coordinator. The Sole Global Coordinator is acting for the Company in connection with the Offering and no one else and 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 does not constitute a recommendation for any investors' decisions regarding the Offering. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the Group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Premier Growth Market rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Physitrack have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Physitrack may decline and investors could lose all or part of their investment; the shares in Physitrack offer no guaranteed income and no capital protection; and an investment in the shares in Physitrack is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Physitrack.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Physitrack and determining appropriate distribution channels.
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