NOT FOR DISTRIBUTION, RELEASE OR REPUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S.
…
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NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION,
RELEASE OR REPUBLICATION WOULD BE UNLAWFUL
Huddlestock Fintech AS (OSE: HUDL), (“Huddlestock” or the “Company”) is
contemplating to carry out a private placement of new shares towards Norwegian
and international investors after the close of trading on Euronext Growth Oslo
today (the “Private Placement”).
The capital raised from the share issue will be used for further development of
Company and for general corporate purposes.
In the Private Placement, Huddlestock is offering new shares (the “Offer
Shares”) raising gross proceeds of between NOK 5,000,000 and NOK 20,000,000 (the
“Offer Size”). The subscription price per Offer Share is NOK 0.60 per Offer
Share (the “Offer Price”). Subject to a resolution by an extraordinary general
meeting of the Company, each investor will receive without additional payment, 1
unlisted warrant (the “Warrants”) per Offer Share issued and allocated, having a
strike price of NOK 0.60, exercisable at the start of each calendar quarter
following registration and until the date falling 12 months after registration.
Investors have pre-committed to subscribe for, and will be allocated, Offer
Shares for NOK 11,500,000 at the Offer Price in the Private Placement (the
“Pre-Subscribers”). This includes the following primary insiders and closely
related, who have pre-subscribed for a total of NOK 798,000 in Offer Shares:
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Vision Invest Stavanger AS, a company closely related to the Chairman of the
Board, Øyvind Hovland has pre-subscribed for Offer Shares for NOK 300,000.
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Untie Group AB, a company closely related to board members Stefan Willebrand
and Erik Hagelin has pre-subscribed for Offer Shares for NOK 498,000.
Notification of transactions by primary insider will be sent along with the
notification of a successful private placement:
The application period starts on 25 September 2024 at 16:30 hours CEST and ends
on 26 September 2024 at 08:00 hours CEST (the “Application Period”). The Company
reserve the right, at its own discretion, to close or extend the Application
Period at any time and for any reasons and on short or without prior notice. If
the Application Period is shortened or extended, the other times and dates
referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements, all in accordance with applicable regulations, including the
Norwegian Securities Trading Act, Regulation (EU) 2017/1129 on prospectuses for
securities and ancillary regulations, are available.
The allocation of the Offer Shares to be issued will be made at the sole
discretion of the board of directors of Huddlestock (the “Board”), however so
that the Pre-Subscribers will receive full allocation for the pre-committed NOK
11,500,000. Notification of allotment and payment instruction (the
“Notification”) will be sent to the applicant by the Company on or about 26
September 2024. The allocated Offer Shares will not, however, be tradeable until
registration of the share capital increase pertaining to the Offer Shares in the
Norwegian Register of Business Enterprises (the “NRBE”) has occurred.
CONDITIONS
Completion of the Private Placement is subject to (i) the Board resolving to
consummate the Private Placement and allocate the Offer Shares; and (ii) the
Offer Shares being validly issued and registered in the Norwegian Central
Securities Depository, Euronext Securities Oslo (“VPS”) - (jointly the
“Conditions”). The Private Placement will be cancelled if the Conditions are not
fulfilled and may be cancelled by the Company in its sole discretion for any
other reason. Huddlestock will not be liable for any losses if the Private
Placement is cancelled, irrespective of the reason for such cancellation.
The extraordinary general meeting for the issuance of the Warrants (the “EGM”)
will be called for as soon as possible after expiry of the Application Period
and the Board having approved the allocation of Offer Shares and is expected to
be held on 4 October 2024. The Company has received voting undertakings from
several large shareholders of the Company, including Vision Invest Stavanger AS
and Bricknode Holding AB. However, there can be made no guarantee that the EGM
will resolve to issue the Warrants. Should the EGM not resolve to issue the
Warrants, the Investors’ right to the Warrants will lapse, without any further
compensation to the Investors. For the avoidance of doubt, the EGM resolving to
issue the Warrants is not a condition for the completion of the Private
Placement.
SETTLEMENT
The date for settlement of the Private Placement is expected to be on or about
26 September 2024 (the “Settlement Date”), subject to, among other things, any
shortening or extensions of the Application Period.
The Offer Shares allocated in the Private Placement will be tradable on Euronext
Growth Oslo when the new share capital relating to the Private Placement has
been registered with the NRBE and the Offer Shares have been registered by the
VPS, expected on or about 7 October 2024, subject to the Conditions having been
met. The Warrants will be registered in the NRBE, but not listed and tradable on
Euronext Growth Oslo.
The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act, the Euronext Growth Rule
Book Part II and Oslo Børs’ circular no. 2/2014, and the Board is of the opinion
that the waiver of the preferential rights inherent in a private placement,
taking into consideration the time, costs and risk of alternative methods of
securing the desired funding, is in the common interest of the shareholders of
the Company.
The Company may, subject to completion of the Private Placement, consider
conducting a subsequent offering of new shares (the “Subsequent Offering”). Any
Subsequent Offering will be directed towards existing shareholders in the
Company as of 25 September 2024 (as registered in the VPS two trading days
thereafter), who (i) were not allocated Offer Shares in the Private Placement
and (ii) are not resident in a jurisdiction where such offering would be
unlawful or would (in jurisdictions other than Norway) require any prospectus,
filing, registration or similar action. Launch of a Subsequent Offering, if
carried out, may also be contingent on publishing of a prospectus.
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company.
DISCLOSURE REGULATION
This information is subject to a duty of disclosure pursuant to the Company’s
continuing obligations as a company listed on Euronext Growth Oslo. This
information was issued as inside information pursuant to the EU Market Abuse
Regulation, and was published by Leif Arnold Thomas, at Huddlestock Fintech AS
on the date and time provided.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to “qualified institutional buyers” as defined in Rule 144A under
the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company’s ability to attract, retain
and motivate qualified personnel, changes in the Company’s ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
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 make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation 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 announcement.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
DISCLOSURE REGULATION
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
CONTACTS
ABOUT HUDDLESTOCK FINTECH AS
Huddlestock is an innovative technology software provider through its
Investment-as-a-service offering, with full operational service support and a
leading financial Consultancy services business. We deliver innovative and
sustainable technology and operational solutions to companies offering financial
products and services.
Find out more at huddlestock.com - https://www.huddlestock.com/
ATTACHMENTS
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