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.
Oslo, Norway, 25 November 2024: Reference is made to the previous stock exchange announcements from Norwegian Block Exchange AS (the “Company”) regarding the partially underwritten rights issue of between 37,037,037 and 68,518,518 new shares in the Company (the “Offer Shares”) at a subscription price of NOK 0.27 per Offer Share (the “Subscription Price”), raising gross proceeds of up to NOK 17 million (the “Rights Issue”).
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The subscription period for the Rights Issue will commence today.
Norne Securities AS is acting as manager in the Rights Issue (the “Manager”).
Allocation of Subscription Rights:
The shareholders of the Company as of 20 November 2024 (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository, (the “VPS”) as at the expiry of 22 November 2024 pursuant to the two days’ settlement procedure of VPS (the “Record Date”)) (the “Existing Shareholders”), have been granted subscription rights (the “Subscription Rights”) in the Rights Issue that provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price.
The Existing Shareholders have been granted 0.499978 Subscription Rights for each existing share in the Company registered as held by the Existing Shareholder at the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share at the Subscription Price. Over-subscription with subscription rights and subscriptions from the Underwriters (as defined below) are allowed. The preferential right to oversubscribe is deviated from in the Rights Issue, and in the case of oversubscription, the Underwriters are given preferential rights. The allocation criteria otherwise adhere to the principles set forth in applicable law, and the complete allocation criteria are detailed in section 6.11 of the Prospectus (as defined below). Subscription without Subscription Rights is not allowed.
The grant or purchase of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. Further, no Offer Shares or Subscription Rights will be offered or sold within the United States, except in reliance on an exemption from the registration requirements of the U.S. Securities Act. See Section 6.23 in the Prospectus (as defined below) for a further description of restrictions and prohibitions.
The terms and conditions for the Subscription Rights are set out in a national prospectus prepared by the Company (the “Prospectus”). The Prospectus is available at the websites of the Company (www.nbx.com) and the Manager (www.norne.no/NBX). The Prospectus is a national prospectus (Nw. nasjonalt prospekt) and neither the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) nor any other public authority has carried out any form of review, control or approval of the Prospectus.
Subscription period:
The subscription period commences on 25 November 2024 at 09:00 hours (CET) and expires on 9 December 2024 at 16:30 hours (CET) (the “Subscription Period”).
Subscription Rights:
The Subscription Rights will be tradable on Euronext Growth Oslo under the ticker code “NBXT” under ISIN NO 0013411157 from 25 November 2024 at 09:00 hours (CET) until 3 December 2024 at 16:30 hours (CET). The Subscription Rights will hence only be tradable during a part of the Subscription Period.
Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period on 9 December 2024 at 16:30 (CET) or not sold before 16:30 (CET) on 3 December 2024 will have no value and will lapse without compensation to the holder.
The Subscription Rights are expected to have an economic value if the Company’s shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company.
Subscription procedure:
In order to subscribe for Offer Shares, investors holding Subscription Rights need to complete the subscription form attached to the Prospectus as Appendix B (the “Subscription Form”) and correctly submit it to the Manager at the address or email address set out in the Prospectus during the Subscription Period, no later than 16:30 hours (CET) on 9 December 2024.
Subscribers who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for Offer Shares are encouraged to do so through the VPS online subscription system (or by following the link on www.norne.no/NBX, which will redirect the subscriber to the VPS online subscription system).
Conditions for completion of the Rights Issue:
The completion of the Rights Issue is subject to the underwriting agreements dated 18 November 2024 (the “Underwriting Agreements”) remaining in full force and effect if required in order to raise the gross proceeds (please see below for a description of the underwriting and the Underwriting Agreements, including the conditions and termination rights therein).
In addition, the completion of the Rights issue is also dependent on i) the approval of share capital increase with contribution in kind by the Norwegian Financial Supervisory Authority, as described in section 6.19 of the Prospectus, and ii) approval of by the Norwegian Financial Supervisory Authority of a share capital reduction from NOK 0.6 to 0.2, as proposed to the general meeting to be held on the 6 December (the beforementioned is referred to as the “Conditions”).
If it becomes clear that the conditions mentioned above will not be fulfilled, the Rights Issue will be withdrawn.
Further, the Rights Issue may be withdrawn, or the completion of the Rights issued may be delayed, if the aggregate minimum subscription amount for the Offer Shares is not received by the Company on time or at all.
If the Rights Issue is withdrawn, all Subscription Rights will lapse without value, any subscriptions for, and allocations of, Offer Shares that have been made will be disregarded and any payments for Offer Shares made will be returned to the subscribers without interest or any other compensation. The lapsing of Subscription Rights will be without prejudice to the validity of any trades in Subscription Rights, and investors will not receive any refund or compensation in respect of Subscription Rights purchased in the market.
The underwriting:
Certain existing shareholders and an external investor (jointly, the “Underwriters”) have, pursuant to, and subject to, the terms and conditions of the Underwriting Agreements, underwritten in aggregate NOK 10 million of the Rights Issue (the “Total Underwriting Obligation”), subject to allocation between the Underwriters.
Certain existing shareholders and external investors, including Observatoriet Invest AS (a close associate to board member Bjørn Kjos), NYE KM Aviatrix AS (a close associate to board member Anna Helene Kjos-Mathisen) and Play Capital (a close associate to board member Rony Solaiman) have underwritten at total of NOK 10 million of the Rights Issue (the “Bottom Guarantee”), including a conversion of an existing bridge loan provided to the Company in the amount of NOK 1 million. The Underwriters will receive a compensation of 15% of their underwritten amount under the Bottom Guarantee, payable in kind by issuance of new shares in the Company at the subscription price in the Rights Issue.
In addition to the Bottom Guarantee, the existing shareholders Observatoriet Invest AS and Vegard Kristiansen have committed to subscribe for a total of NOK 7 million of the Rights Issue (the “Top Guarantee”), for the purpose of settling outstanding debt in the form of convertible loans and/or shareholder loans in the case that the Rights Issue is not fully subscribed. The underwriting obligation under the Top Guarantee will be settled by way of conversion of existing loans provided by the Top Guarantee underwriters to the Company and subject to any required approval by the Norwegian Financial Supervisory Authority of increase in ownership. The Top Guarantee underwriters will not receive any fee or compensation for this additional commitment. Other lenders in the Company`s outstanding convertible loan will be offered to settle their debt in the Rights Issue to the extent the Rights Issue is not fully subscribed.
Financial intermediaries:
If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Subject to applicable law, Existing Shareholders holding Shares through a financial intermediary may instruct the financial intermediary to sell some or all of their Subscription Rights, or to purchase additional Subscription Rights on their behalf. See Section 6.23 “Selling and transfer restrictions” in the Prospectus for a description of certain restrictions and prohibitions applicable to the sale and purchase of Subscription Rights in certain jurisdictions outside Norway.
Existing Shareholders who hold their Shares through a financial intermediary and who are Ineligible Shareholders (as defined in the Prospectus) will not be entitled to exercise their Subscription Rights but may, subject to applicable law, instruct their financial intermediary to sell their Subscription Rights transferred to the financial intermediary.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the minimum subscription amount in the Rights Issue and satisfaction of the Conditions and approval by the Norwegian Financial Supervisory Authority of the share capital decrease which is expected to be approved by the general meeting to be held on 6 December, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 17 January 2025 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 17 January 2025. The Offer Shares are expected to be tradable on Euronext Growth Oslo from and including 17 January 2025.
For more information, please contact:
Stig Kjos-Mathisen, CEO Norwegian Block Exchange AS
Email: stig.aleksander.kjos-mathisen@nbx.com
Tel: +47 93 28 75 72
This information is published in accordance with the requirements of the Continuing Obligations for companies listed on Euronext Growth Oslo and section 5-12 of the Norwegian Securities Trading Act.
About Norwegian Block Exchange AS (NBX):
NBX is a financial services company building products and services based on digital assets. NBX has an E-money license, is registered with the Norwegian Financial Supervisory Authority, and is listed on Oslo Stock Exchange Euronext Growth. NBX issued the first and only credit card with Bitcoin cashback globally.
– IMPORTANT NFORMATION –
Any offering of the securities referred to in this announcement will be made by means of the Prospectus which has been registered with the Norwegian Register of Business Enterprises. Neither the Financial Supervisory Authority of Norway nor any other public authority has carried out any form of review, control, or approval of the Prospectus. The Prospectus does not constitute an EEA prospectus.
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 the Prospectus. Copies of the Prospectus will, following publication, be available from the Company’s registered office and, subject to certain exceptions, on the website of the Manager.
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.
The Manager is 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 its 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, and each of the Company, the Manager and its affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise. This announcement is made by and is the responsibility of, the Company. Neither the Manager nor any of its 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 Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
Kilde
