SHL Telemedicine completes capital increase, raises CHF 35 million – Invitation to SGM for increase of authorized capital Donnerstag, 17. Dezember 2020 - 07:00

Press release

Tel Aviv / Zurich, December 17, 2020 – SHL Telemedicine Ltd. (SIX Swiss Exchange: SHLTN) ("SHL” or the “Company”), a leading provider and developer of advanced personal telemedicine solutions, announced today that it has entered into a share purchase agreement to raise proceeds totaling CHF 35 million via the placement of 3,588,889 shares from authorised capital (the “New Shares”) and of 300,000 treasury shares (together with the New Shares, the “Placement Shares”) by way of private placement. Following the placement, the number of SHL shares issued will increase by about 33% to 14,467,380. The Placement Shares will be issued at a price per share of CHF 9.00. For each two ordinary shares issued to a purchaser, the Company has granted the purchaser an option for a period of 24 months to purchase one ordinary share at a price per share of CHF 11.00.

The Board of Directors of SHL resolved to issue a total of 3,588,889 Placement Shares, each with a par value of NIS 0.01 against cash contributions, making use of authorized share capital pursuant to the Company’s articles of association, as well as of treasury shares. The shares will be issued in an international private placement, mainly to Israel based institutional investors. The new shares will be equivalent to all currently existing registered shares of the Company and carry full dividend rights from the time of their issue. Closing of the share purchase agreement is subject to certain conditions and is scheduled for the beginning of 2021. The Company will file an application with SIX Swiss Exchange to have the Placement Shares listed upon closing.

SHL plans to use the gross proceeds from the issuance of the shares to support the growth of its current business operations in Germany, and to build up its business in the U.S. Also, the proceeds will be used to enhance SHL’s supply chain and to accelerate R&D activities and launch of new products and technologies.

“It is the right moment to invest, and to broaden our institutional investor base”, said Erez Nachtomy, CEO of SHL. “In 2020, the German Digital Healthcare Act, a first of its kind landmark legislation, was put in force. It supports the shift to providing healthcare services by way of telemedicine and digital services. Globally, the pandemic has a catalytic impact on the adaption of telemedicine. We intend to capitalize on these trends and to benefit from the technological leadership of our proprietary and patent-protected telemedicine platform.”

Invitation to Special General Meeting

SHL’s Board of Directors has also announced today that a Special General Meeting (SGM) of the Shareholders will be held on January 7, 2021 at 13:00 (Israel Time), at the Company’s registered office, located at 90 Yigal Alon Street, Ashdar Building, Tel Aviv, Israel.

The agenda shall include the following matter:

• The approval to increase the authorized capital from 14,000,000 ordinary shares of NIS 0.01 par value to 25,000,000 ordinary shares of NIS 0.01 par value and to amend Article 4 of the Company's Articles of Association to that effect.

All of the above is more fully set forth in the Notice to Shareholders available on the Company’s website.

The record date was set for December 28, 2020.

One or more shareholders holding shares representing at least one percent (1%) of the voting rights at the General Meeting may request the Board, in writing, not later than seven (7) days from the date of the invitation to the Special General Meeting, to include an item on the agenda of the Special General Meeting to be held. Such item shall be included on the Special General Meeting’s agenda, provided that the Board found it to be suitable for discussion at the Special General Meeting.

Should there be any changes in the agenda of the Special General Meeting due to such shareholder’s request, amended ballot and notice shall be available on the Company’s website at http://www.shl-telemedicine.com/about-us/investorrelations/general-meeting not later than fourteen (14) days from the date of the invitation to the Special General Meeting.

The invitation to the SGM shall not be published in newspapers. The full invitation to the SGM can be downloaded on http://www.shl-telemedicine.com/about-us/investorrelations/general-meeting/.

SHL’s share capital before and after the capital increase and increase of authorized capital

For further information please contact:

Martin Meier-Pfister, IRF, Phone: +41 43 244 81 40, shl@irf-reputation.ch

About SHL Telemedicine

SHL Telemedicine is engaged in developing and marketing personal telemedicine systems and the provision of medical call center services, with a focus on cardiovascular and related diseases, to end users and to the healthcare community. SHL Telemedicine offers its services and personal telemedicine devices to subscribers utilizing telephonic and Internet communication technology. SHL is listed on the SIX Swiss Exchange (SHLTN, ISIN: IL0010855885, Security No.: 1128957). For more information, please visit our web site at www.shl-telemedicine.com.

Some of the information contained in this press release contains forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. SHL Telemedicine undertakes no obligation to publicly update or revise any forward-looking statements.