September 29, 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, 29 September 2025: Reference is made to the stock exchange announcement published by Huddly AS ("Huddly" or the "Company", ticker: HDLY) on 22 August 2025 regarding the successful placement of 5,526,544 new shares in the Company (the "Private Placement") and the contemplated subsequent repair offering (the "Subsequent Repair Offering").
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 REPAIR OFFERING
The Subsequent Repair Offering comprises an offer of up to 1,818,181 new shares in the Company (the "Offer Shares") at a subscription price of NOK 11.00 per new share (the "Offer Price"), raising gross proceeds of up to approx. NOK 20 million.
The subscription period for the Subsequent Repair Offering will commence on 30 September 2025 at 9:00 CEST and expire on 10 October 2025 at 16:30 CEST (the "Subscription Period").
The Subsequent Repair Offering is, subject to applicable laws, directed towards existing shareholders of the Company as of 22 August 2025, as registered in the Norwegian Central Securities Depository, Euronext Securities Oslo ("VPS"), on 26 August 2025 pursuant to VPS' T+2 settlement procedure (the "Record Date"), who (i) hold less than 1.00% of the current shares outstanding in the Company (rounded to the nearest two decimal points), (ii) were not allocated offer shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, that 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 0.371099 Subscription Rights for each share registered as held by such Eligible Shareholder as per the Record Date, rounded down to the nearest whole number of Subscription Rights. Each Subscription Right will, as a starting point, give the right to subscribe for, and be allocated, one (1) Offer Share.Oversubscription by Eligible Shareholders will be permitted,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 10 October 2025 at 16:30 CEST. Subscription Rights that are not used to subscribe for Offer Shares before 10 October 2025 at 16:30 CEST 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 13 October 2025.
The payment for Offer Shares allocated to a subscriber falls due on or about 15 October 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 21 October 2025, be registered in VPS in book-entry form and are expected to be delivered to the subscribers’ VPS account on or about 22 October 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 22 October 2025.
The completion of the Subsequent Repair Offering remains subject to (i) the board of directors resolving to increase the Company's share capital through issuance of the Offer Shares pursuant to the authorization granted to the board of directors by the extraordinary general meeting on 8 September 2025, (ii) duly made payments of the Offer Shares by the subscribers, (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 3.14 (2) of Euronext Growth Oslo Rule Book – Part II and 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 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. Notwithstanding the foregoing, the Offer Shares may be offered to, or on behalf of, (i) persons in the United States reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in the U.S. Securities Act, in offerings exempt from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, provided such persons satisfy to the Company that they are eligible to participate on such basis, and (ii) outside the United States to certain persons in offshore transactions in compliance with Regulation S under the U.S. Securities Act, and in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. Any sale in the United States of the securities mentioned in this announcement will be made solely to the aforementioned category of persons, 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.