December 13, 2024
Huddly AS – Key information relating to potential subsequent repair offering
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, 13 December 2024: Reference is made to the stock exchange announcement from Huddly AS ("Huddly" or the "Company", ticker: HDLY) today, regarding the successful completion of a private placement of 1,300,000,000 new shares in the Company (the "Offer Shares"), at a fixed price per Offer Share of NOK 0.1 (the "Offer Price"), raising gross proceeds of NOK 130 million (the "Private Placement"), and a potential subsequent repair offering of up to 250,000,000 new shares in the Company (the "Subsequent Repair Offering").
To mitigate the dilutive effect for existing shareholders not participating in the Private Placement, the board of directors of the Company (the "Board") has resolved to propose that the extraordinary general meeting in the Company (the "EGM"), expected to be held on 19 December 2024, authorize the Board to resolve a share capital increase in connection with the Subsequent Repair Offering, directed towards existing shareholders in the Company as of 13 December 2024 (as registered in the VPS two trading days thereafter, i.e. 17 December 2024), who (i) are not primary insiders in the Company, (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 (approx. 0.8% of the shares outstanding in the Company), (iii) were not included in the pre-sounding phase of the Private Placement, (iv) were not allocated Offer Shares in the Private Placement, and (v) 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 (the "Eligible Shareholders"). The subscription price in the Subsequent Repair Offering will be equal to the Offer Price in the Private Placement. The Eligible Shareholders will receive non-transferrable subscription rights in the Subsequent Repair Offering. Over-subscription and subscription without subscription rights will be allowed.
In accordance with the continuing obligations for companies listed on Euronext Growth Oslo, the following key information is given with respect to the Subsequent Repair Offering:
- Date on which the terms and conditions of the Subsequent Repair Offering were announced: 13 December 2024
- Last day including right to receive subscription rights in the Subsequent Repair Offering: 13 December 2024
- Ex-date: 16 December 2024
- Record Date: 17 December 2024
- Date of approval: On or about 19 December 2024
- Maximum number of new shares: 250,000,000
- Subscription price: NOK 0.10
The Subsequent Repair Offering is subject to (i) completion of the Private Placement (ii) necessary corporate approvals, including the EGM resolving to authorize the Board to issue new shares in the Subsequent Repair Offering and the Board resolving to issue new shares in the Subsequent Repair Offering, (iii) the publication of an offering prospectus pertaining to the Subsequent Repair Offering and (iv) the prevailing market price of the Company's shares following the Private Placement. The Board may decide that the Subsequent Repair Offering will not be carried out if the Company's shares trade at or below the subscription price in the Subsequent Offering (i.e. the Offer Price) at sufficient volumes.
Contacts
For more information, please contact:
Jostein Devold, chair of the Board, +47 90 88 00 49, jd@mertoun.no
Abhijit Saha Banik, CFO, +47 40 83 09 64, abi.banik@huddly.com
Disclosure
This information is published in accordance with the requirements of the continuing obligations and is subject to the disclosure requirements pursuant to Euronext Growth Oslo Rule Book - Part II.
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, as amended.
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 (also as it forms part of the United Kingdom domestic law by virtue of the European Union Withdrawal Act 2018).
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 (or as it forms part of the United Kingdom domestic law by virtue of the European Union Withdrawal Act 2018), and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.