November 21, 2023
Huddly AS – Contemplated private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 21 November 2023: Huddly AS ("Huddly" or the "Company", ticker: HDLY) hereby announces a contemplated private placement of between NOK 100 and 130 million (the "Offer Size"), equivalent to between 200 - 260 million new shares (the "Offer Shares") offered by the Company (the "Private Placement"). The subscription price per Offer Share in the Private Placement will be at a fixed price of NOK 0.50 per Offer Share (the "Offer Price"). The lower end of the Offer Size range is covered at the Offer Price in the Private Placement (i.e. more than NOK 100 million) based on pre-commitments and other indications (please see below).
The final Offer Size will be determined by the Board. In addition, the Company's board of directors (the "Board") may propose a Subsequent Offering (as defined below) towards existing shareholders not participating in the Private Placement, as further detailed below.
The Company has appointed Pareto Securities AS as sole lead manager and bookrunner for the Private Placement (the "Manager").
The net proceeds to the Company from the Private Placement will be used for strengthening go-to-market partnerships, continued investments in R&D, working capital requirements and general corporate purposes.
Certain existing shareholders in the Company have collectively indicated that they will subscribe for more than NOK 48 million at the Offer Price in the Private Placement. Further, certain primary insiders in the Company have collectively pre-committed to subscribe for, and will be allocated, NOK 52 million (which is approx. 2x of their individual pro-rata at the low end of the Offer Size range) at the Offer Price in the Private Placement:
- Certain companies associated with the Company’s CEO Graham Williams (owns ~9.8%): NOK 19.6 million.
- Mertoun Capital AS which is associated with the Company’s chairman Jostein Devold (owns ~6.4%): NOK 12 million.
- Kolberg Motors AS and Multiplikator AS which are associated with the Company’s board member Kristian Kolberg (owns ~4.9%): NOK 10 million.
- SOM Holding AS which is associated with the Company’s board member Stein Ove Eriksen (owns ~3.7%): NOK 8 million.
- HPA Holding AS which is associated with the Company’s VP Engineering Håvard Alstad (owns ~1.2%): NOK 2.4 million.
Application period
The application period for the Private Placement commences today, 21 November 2023, at 16:30 hours CET and ends on 22 November 2023 at 08:00 hours CET. (the "Application Period"). The Company may extend or shorten the Application Period at any time and for any reason on short, or without, notice. If the Application Period is extended or shortened, the other dates referred to herein may be changed accordingly.
Selling restrictions
The Private Placement will be made by the Company to investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulationsas amended (the "Prospectus Regulation ") and the Norwegian Securities Trading Act of 2007, and is directed towards investors subject to available exemptions from relevant registration requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933, as amended (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” ("QIBs"), as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act, as well as to “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934.
The minimum subscription and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The Company mayoffer and allocate amounts below the NOK equivalent of EUR 100,000 in the Private Placement to the extent exemptions from prospectus requirements, in accordance with applicable regulations, including the Norwegian Securities Trading Act and the Prospectus Regulation, are available.
Allocation
The allocation of Offer Shares will be made at the sole discretion of the Board (in consultation with the Manager).The Board will focus on criteria such as, but not limited to, pre-commitments, indications from the pre-sounding phase of the Private Placement, existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. The Company may, at its sole discretion, set a maximum allocation to any applicant as well as reject or reduce any application in whole or in part. Allocation of Offer Shares totaling a lower amount than applied for does not affect the applicant's obligation to subscribe for and pay for the Offer Shares allocated.
Notification of conditional allocation and payment instruction is expected to be sent by the Manager on or about 22 November 2023.
Conditions for completion
Completion of the Private Placement is subject to (i) the Board resolving to consummate the Private Placement and conditionally allocate the Offer Shares, (ii) an extraordinary general meeting (the “EGM”) in the Company resolving to approve the Private Placement and issue the Offer Shares, (iii) the Pre-Payment Agreement (as defined below) remaining in full force and effect, (iv) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises (the "NRBE"), and (v) the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the “VPS”) (jointly the “Conditions”).
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 or about 6 December 2023. Applicants allocated Offer Shares will irrevocably undertake to vote at the EGM in favour of, or give a voting proxy to be used in favour of, the Board's proposed resolutions at the EGM, including without limitation, the share capital increase pertaining to the issuance of the Offer Shares and any authorization to the Board to issue new shares in a potential subsequent repair offering. Such undertaking applies to all shares in the Company held or controlled (directly or indirectly) by the applicant as of the record date for the EGM (to be set out in the notice of the EGM).
The Private Placement will be cancelled if the Conditions are not met. The Company reserves the right to cancel and/or modify the terms of the Private Placementfor any reason prior to the Conditions having been met. Neither the Manager nor the Company will be liable for any losses by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.
Settlement
The date for settlement of the Private Placement is expected to be on or about 11 December 2023, subject to, among other things, any shortening or extensions of the Application Period, the actual date of the EGM, handling time for registration of the share capital increase relating to the Private Placement in the NRBE and fulfillment of the Conditions.
The Offer Shares are expected to be pre-paid by the Manager pursuant to a pre-payment agreement (the "Pre-Payment Agreement") expected to be entered into between the Company and the Manager, in order to facilitate prompt registration of the share capital increase pertaining to the issue of Offer Shares in the NRBE and delivery-versus-payment (DVP) settlement with investors.
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 8 December 2023, subject to the Conditions having been met.
Lock-ups
The Company and members of the Company's Board and executive management have agreed to a 6 months' lock-up, subject to customary exemptions, in connection with the Private Placement.
Dilutive instruments
23,595,401 options are currently outstanding with a volume weighted average strike price of NOK 3.95, of which 21,385,476 options are vested, and the remaining 2,209,925 options will vest at various intervals over the next 3 years. All outstanding options will expire at various intervals between 2026 and 2029.
5,871,111 synthetic options are currently outstanding with a strike price of NOK 0.95. The synthetic options are only exercisable in a change of control event where >50% of the shares outstanding in the Company is acquired by one buyer or multiple buyers acting in concert.
Strategic review
A strategic review has recently been initiated by the Board after receiving interest from a global industrial player. The Board is assisted by the internationally recognized technology-focused specialist advisor Sansa Advisors in this respect. The strategic review is a separate process from the Private Placement.
Subsequent Offering and equal treatment considerations
The Board 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 the Private Placement, taking into consideration the time, costs and risk of alternative methods of securing the desired funding, is in the interest of the Company and the joint shareholders.
The Company may, subject to completion of the Private Placement and certain other conditions, decide to carry out a subsequent repair offering at the Offer Price in the Private Placement (the "Subsequent Offering"). The Subsequent Offering, if carried out, will primarily, subject to applicable securities law, be directed towards existing shareholders in the Company as of 21 November 2023 (as registered in the VPS two trading days thereafter, i.e. 23 November 2023), who (i) were not included in the wall-crossing phase of the Private Placement, (ii) do not have a pro-rata share of the Private Placement which is equal to or higher than the minimum order and allocation in the Private Placement (0.90% - 1.17% of the shares outstanding in the Company), (iii) were not allocated Offer Shares in the Private Placement, and (iv) 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.
Any potential Subsequent Offering is subject to completion of the Private Placement, approval by the EGM to authorize the Board to issue new shares in the Subsequent Offering as well as the decision by the Board on the capital increase pertaining to the Subsequent Offering. Launch of a Subsequent Offering, if carried out, may also be contingent on the publication of a prospectus.
Advisors
Pareto Securities AS is acting as sole lead manager and bookrunner in connection with the Private Placement.
Simonsen Vogt Wiig is acting as legal counsel to the Company, and Schjødt is acting as legal counsel the Manager.
Contacts
For more information, please contact:
Abhijit Banik, CFO
Mobile: +47 408 30 964
E-mail: abi.banik@huddly.com
Disclosure
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Abhijit Banik, CFO of the Company, at the date and time provided herein.
About Huddly AS
Disruptive innovation is our heartbeat at Huddly. We're committed to pushing technology and challenging the status quo in order to empower human collaboration. Combining our industry-leading expertise in artificial intelligence, software, hardware, and UX, we craft intelligent camera systems that enable inclusive and productive teamwork. Huddly cameras are designed to provide high-quality, AI-powered video meetings on major platforms, including Microsoft Teams, Zoom, and Google Meet. With upgradable software, durable hardware, and engaging user experiences, they are the ideal choice for organizations seeking a future-proof, scalable, and sustainable solution. Founded in 2013, Huddly is headquartered in Oslo, Norway, with presence in the US and EMEA and distribution globally.
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under 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 or their securities 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 QIBs as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act, as well as to “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that EEA 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 2017/1129 as amended together with any applicable implementing measures in any EEA Member State.
In the United Kingdom, this communication is only being distributed to and is only directed at persons 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 believes that these assumptions were reasonable when made, the 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 the Company's control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, 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 forward-looking statements. The Company does not provide any guarantees 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 any 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. Neither the Manager nor any of its affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept 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 in the Company. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.
This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as amended together with any applicable implementing measures in any EEA Member State, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.