NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
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Oslo, 7 May 2025
Nordic Financials ASA (the “Company” or “NOFIN”) hereby calls for the annual general meeting to deal with inter alia a proposed a rights issue directed towards all existing shareholders of the Company raising gross proceeds of minimum NOK 20 million and up to NOK 30 million (the “Rights Issue”) to support implementation of the Company’s growth strategy and general corporate purposes. The Rights Issue is partially underwritten, securing a total of NOK 20 million in gross proceeds.
In April 2025, the Company successfully completed a rights issue raising gross proceeds of NOK 10 million to support liquidity requirements and time to develop a growth-oriented strategy. The Rights Issue will, if successfully complete, facilitate the next steps with an expansion of the Company’s business and prepare the ground to invest its own funds in a professional manner in order to gain access to opportunities traditionally reserved for professional investors.
Selaco AS, the Company’s largest shareholder has underwritten NOK 3 million of the Rights Issue. In addition, Alto Holding AS has underwritten NOK 5 million, Hardanger Consulting AS, a company associated with the chairman of the board, has underwritten NOK 2 million and board member Jan P Harto has underwritten1,5 million. Together with certain other existing shareholders and external investors, Selaco AS, Alto Holding AS, Hardanger Consulting AS and Jan P Harto have underwritten in aggregate NOK 20 million of the Rights Issue, equivalent to the minimum proceeds. Any new shares subscribed in the Rights Issue will reduce the underwriting commitment of the underwriters.
The Rights Issue consists of an offering of minimum 1,333,333,333 and maximum 2,000,000,000 new shares, at a fixed subscription price of NOK 0.015 per share (the “Offer Price”).
Pursuant to section 10-4 of the Norwegian Public Limited Companies Act, the shareholders of the Company at the date of the general meeting, and who are not resident in a jurisdiction where such offering would be unlawful or require any prospectus, filing, registration or similar action (in jurisdictions other than Norway), will be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of that date, and will according to the board of directors’ proposal receive subscription rights proportionate to their existing shareholding as registered in the Company’s shareholder register in the Norwegian Central Securities Depository (the VPS) at the expiry of 2 June 2025. Provided that a purchase of shares is made with ordinary T+2 settlement, shares purchased up to and including 28 May 2025 will give the right to receive subscription rights, whereas shares purchased from and including 30 May 2025, will not give the right to receive subscription rights.
Further, the Company will apply for listing of the subscription rights and provided that such application is approved, and subject to the approval by the NFSA of the Prospectus, the subscription rights be tradable and listed on Euronext Expand from and including the first day of the subscription period and until 16:30 (Oslo time) four trading days prior to the expiry of the subscription period. Over-subscription and subscription without subscription rights will be permitted.
The Company will prepare and publish an EEA prospectus for the Rights Issue that will include the full terms and conditions of the Rights Issue (the “Prospectus”) and is subject to approval by the Financial Supervisory Authority of Norway (the “NFSA”) prior to publication. The Prospectus will be published prior to the commencement of the subscription period and will form the basis for subscriptions in the Rights Issue. Provided that the prospectus is approved by the NFSA in time, the subscription period for the Rights Issue will commence on 16 June 2025 and expire on 30 June 2025 at 16:30 hours (CEST). In the event that the Prospectus is not approved in time to uphold this subscription period, the subscription period will commence at the latest on the third trading day on Euronext Expand following the approval of the Prospectus and expire at 16:30 hours (CEST) two weeks thereafter. A further description of the Rights Issue, including full terms of the Rights Issue, and of other circumstances that must be considered upon subscription of shares in the Rights Issue will be included in the Prospectus.
Included below is an indicative timeline for the Rights Issue:
28 May 2025: Resolution by annual general meeting to increase the share capital
28 May 2025: Last day of trading in the shares including subscription rights
30 May: First day of trading in the shares excluding subscription rights
2 June 2025: Record date for determination of the right to receive subscription rights
On or about 16 June 2025: Commencement of the subscription period and first day of trading in the subscription rights
On or about 24 June 2025: Last day of trading in the subscription rights
On or about 30 June 2025: Last day of the subscription period
On or about 1 July 2025: Allocation of the new shares
On or about 3 July 2025: Payment of the new shares
On or about 8 July 2025: Registration of the share capital increase with the Norwegian Register of Business Enterprises.
The Rights Issue is subject to the general meeting resolving the proposed share capital increase pertaining to the Rights Issue. The general meeting will be held on 28 May 2025. Notice of the general meeting, including proposed resolutions regarding the Rights Issue, is attached with this notification.
For further information please contact:
Nils Petter Skaset
CEO of Nordic Financials ASA
Tel: +47 951 88 154
e-mail: nps@nofin.no
IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the “Prospectus Regulation”). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in information made public by the Company.
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.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
Any appointed manager will be acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.
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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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 believes 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 its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company. Neither the Company’s advisors nor any of its respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Company’s advisors nor any of its respective affiliates accepts any liability arising from the use of this announcement.
Kilde
