February 21, 2025
Huddly AS – Registration of prospectus and upcoming launch of subsequent repair offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 21 February 2025: Reference is made to the stock exchange announcement published by Huddly AS ("Huddly" or the "Company", ticker: HDLY) on 14 December 2024 regarding the successful placement of 1,300,000,000 new shares in the Company (the "Private Placement") and the contemplated subsequent repair offering (the "Subsequent Repair Offering"), and the stock exchange announcement published by the Company on 30 January 2025 regarding registration of a reverse share split, whereby 100 existing shares, each with a nominal value of NOK 0.000625, were consolidated to one (1) share with a nominal value of NOK 0.0625 (the "Reverse Share Split").
For the purposes of the Subsequent Repair Offering, the Company has prepared a national prospectus (the "Prospectus"), which was registered with the Norwegian Register of Business Enterprises (the "NRBE") today in accordance with section 7-8 of the Norwegian Securities Trading Act, for reasons of public verifiability. 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.
The Prospectus will be made available electronically at the following website: www.paretosec.com/transactions prior to the commencement of the Subscription Period (as defined below). Subscriptions for Offer Shares can only be made on the basis of the Prospectus.
The Subsequent Offering
The Subsequent Repair Offering comprises an offer of up to 2,500,000 new shares in the Company (the "Offer Shares") at a subscription price of NOK 10 per new share (the "Offer Price"), raising gross proceeds of up to NOK 25,000,000. In order to adjust the Subsequent Repair Offering to the Reverse Share Split, the number of Offer Shares and the Offer Price have been recalculated accordingly.
The subscription period for the Subsequent Repair Offering will commence on 24 February 2025 at 9:00 CET and expire on 7 March 2025 at 16:30 CET (the "Subscription Period").
The Subsequent Repair Offering is, subject to applicable laws, directed towards existing shareholders of the Company as of 13 December 2024, as registered in the Norwegian Central Securities Depository, Euronext Securities Oslo ("VPS"), on 17 December 2024 pursuant to VPS' T+2 settlement procedure (the "Record Date"), 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 prior to the Private Placement and the Reverse Share Split), (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, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar actions (the "Eligible Shareholders").
Each Eligible Shareholder will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable laws, give a right to subscribe for, and be allocated Offer Shares at the Offer Price in the Subsequent Repair Offering. Each Eligible Shareholder will be granted 0.024584 Subscription Rights for each share registered as held by such Eligible Shareholder as per the Record Date, prior to the Reverse Share Split, rounded up to the nearest whole number of Subscription Rights. Each Subscription Right will give the right to subscribe for, and be allocated, one (1) Offer Share.Oversubscription by Eligible Shareholders and subscription without Subscription Rights will be permitted in accordance with the allocation principles set out in the Prospectus.
The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period on 7 March 2025 at 16:30 CET. Subscription Rights that are not used to subscribe for Offer Shares before 7 March 2025 at 16:30 CET will have no value and will lapse without compensation to the holder.
Subscriptions for Offer Shares must be made by submitting a correctly completed subscription form ("Subscription Form") to the Manager (as defined below) during the Subscription Period. Subscription for Offer Shares by subscribers who are residents of Norway with a Norwegian personal identification number (Nw.: fødselsnummer), may be made by way of online subscription. The Subscription Form and further instructions regarding the subscription procedure will be available in the Prospectus.
Notifications of allocation of Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed by the Manager on or about 10 March 2025.
The payment for Offer Shares allocated to a subscriber falls due on or about 12 March 2025. The Offer Shares will, following registration of the share capital increase pertaining to the Subsequent Repair Offering with the NRBE, expected on or about 18 March 2025, be registered in VPS in book-entry form and are expected to be delivered to the subscribers VPS account on or about 19 March 2025 subject to timely registration of the share capital increase pertaining to the Subsequent Repair Offering with the NRBE. The Offer Shares are expected to be listed on Euronext Growth Oslo on or about 19 March 2025.
The completion of the Subsequent Repair Offering remains subject to (i) the Board resolving to increase the Company's share capital through issuance of the Offer Shares pursuant to the authorization granted to the Board by the extraordinary general meeting on 19 December 2024, (ii) that the Company receives payments of the Offer Shares by the subscribers in due time, (iii) registration of the share capital increase pertaining to the Subsequent Repair Offering with the NRBE, and (iv) issuance and delivery of the Offer Shares to the subscribers in VPS.
The Company will make relevant announcements with respect to the commencement and the final day of the Subscription Period.
Advisors
Pareto Securities AS is acting as sole manager and bookrunner (the "Manager") in connection with the Subsequent Repair Offering.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal counsel to the Company.
Contacts
For more information, please contact:
Jon Øyvind Eriksen, chair of the Board, +47 93 06 03 30, admin@sonstad.no
Abhijit Saha Banik, CFO, +47 40 83 09 64, abi.banik@huddly.com
Disclosure
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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, 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.