November 21, 2023
Huddly AS – Successful completion of 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: Reference is made to the stock exchange release from Huddly AS ("Huddly" or the "Company", ticker: HDLY) regarding a contemplated private placement of between NOK 100 and 130 million in gross proceeds (the "Offer Size") offered by the Company (the "Private Placement") with a fixed price per Offer Share of NOK 0.50 per Offer Share (the "Offer Price").
The Company is pleased to announce that it has conditionally allocated a total of 260 million new shares (the "Offer Shares") in the Private Placement at the Offer Price, raising gross proceeds of NOK 130 million, equivalent to the top end of the initial Offer Size range. The Private Placement received strong support from existing shareholders and was over-subscribed.
The net proceeds 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.
The board of directors of the Company (the "Board") has today resolved to conditionally allocate the Offer Shares as well as to call for an extraordinary general meeting, to be held on or about 6 December 2023, to approve the Private Placement, issue the Offer Shares and authorise the Board to issue shares in a potential Subsequent Offering (as defined below) (the "EGM"). The notice to the EGM will be announced through a separate stock exchange notice.
Allocation to investors will be communicated on 22 November 2023, and the Private Placement is expected to be settled by the Manager on a delivery-versus-payment ("DvP") basis on or about 11 December 2023, subject to fulfilment of the completion conditions and processing time with the Norwegian Register of Business Enterprises ("NRBE") pertaining to registration of the share capital increase (such registration to be notified in a separate stock exchange notice on the NRBE registration date). The DvP settlement of Offer Shares in the Private Placement will be facilitated by a pre-payment agreement entered into between the Company and the Manager (the "Pre-Payment Agreement").
The Offer Shares will not be tradable on Euronext Growth Oslo before the share capital increase pertaining to the issuance of the Offer Shares has been registered with the NRBE and the share capital increase has been announced by the Company, expected on or about 8 December 2023.
The completion of the Private Placement and issuance of the Offer Shares remains subject to (i) the EGM resolving to approve the Private Placement and issue the Offer Shares, (ii) the Pre-Payment Agreement remaining in full force and effect, (iii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the NRBE and (iv) the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo, known as the "VPS").
Following (and subject to) the issuance of Offer Shares in the Private Placement (but prior to the Subsequent Offering), the Company will have a share capital of NOK 297,705.03, divided into 476,328,048 shares.
Subscription by primary insiders and lock-up
The following primary insiders in the Company (or persons closely associated with them) have been allocated Offer Shares for in aggregate 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 both 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 observer 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.
In relation to the Private Placement, the Company and members of the Company’s executive management and Board have entered into customary lock-up undertakings with the Manager that will restrict, subject to certain exceptions, their ability to issue, sell or dispose of shares, as applicable for a period of six months from the date hereof without the prior written consent of the Manager.
Subsequent Offering and equal treatment considerations
Completion of the Private Placement implies a deviation from the pre-emptive rights of the existing shareholders of the Company under the Norwegian Private Limited Companies Act. When resolving the issuance of the Offer Shares in the Private Placement, the Board considered this deviation and also the equal treatment obligations under the section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014. By structuring the Private Placement as a private placement with a Subsequent Offering (as defined below), the Company was able to raise capital in an efficient manner, faster, with a lower discount to the current trading price and a significantly lower completion risks compared to a rights issue and without the underwriting commissions normally associated with such rights offerings. On this basis, the Board is of the opinion that there are sufficient grounds to deviate from the pre-emptive rights and that the Private Placement is in compliance with the equal treatment requirements.
To mitigate the dilution of existing shareholders not participating in the Private Placement, the Board has resolved to propose that the EGM gives the Board authorization to resolve a subsequent offering (the "Subsequent Offering") of up to 60 million new shares (equal to NOK 30 million) directed towards the Company's shareholders as of close of trading 21 November 2023, as recorded in the VPS on 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 (the "Eligible Shareholders"). The subscription price in the Subsequent Offering will be equal to the Offer Price. The Eligible Shareholders will receive non-transferrable subscription rights in the Subsequent Offering. Subscription without subscription rights will not be permitted in the Subsequent Offering. The Board will, connected to the Subsequent Offering, decide whether Eligible Shareholders shall be allowed to over-subscribe.
The Subsequent Offering is subject to (i) completion of the Private Placement (ii) necessary corporate approvals including the EGM resolving to authorise the Board to issue shares in the Subsequent Offering and the Board resolving to issue shares in the Subsequent Offering, (iii) the publication of an offering prospectus pertaining to the Subsequent Offering and (iv) the prevailing market price of the Company's shares following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company's shares trade at or below the subscription price in the Subsequent Offering (i.e. the Offer Price) at sufficient volumes.
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.