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 by
Huddly AS ("Huddly" or the "Company", ticker: HDLY) on 5 December 2024,
regarding, inter alia, the initiation of a process to raise NOK 130 million in
new equity. The Company hereby announces a contemplated private placement of NOK
130 million (the "Offer Size"), equivalent to 1,300,000,000 new shares (the
"Offer Shares") offered by the Company (the "Private Placement").
The Company has engaged Pareto Securities AS as sole manager and bookrunner (the
"Manager") in connection with the Private Placement.
The subscription price per Offer Share in the Private Placement is NOK 0.10 (the
"Offer Price").
In addition, the Company's board of directors (the "Board") may propose a
Subsequent Repair Offering (as defined below) towards existing shareholders not
participating in the Private Placement, as further detailed below.
The size of the Private Placement is based on the Board's best understanding of
the financial development and liquidity projections going forward and is deemed
sufficient for the Company to succeed with its new strategy to secure a positive
cash flow from the end of 2025. Of the total NOK 130 million in gross proceeds
to the Company, approx. NOK 100 million will be channeled to R&D (including the
development of Huddly Crew+) as well as go-to-market and sales efforts, while
the remaining approx. NOK 30 million will be used for working capital
requirements and general corporate purposes.
The Manager has, during the pre-sounding phase of the Private Placement,
received pre-commitments from certain primary insiders and employees in the
Company, as well as indications from certain existing shareholders and new
investors, which in aggregate cover the entire Offer Size at the Offer Price in
the Private Placement.
The following primary insiders and employees of the Company have collectively
pre-committed to subscribe for, and will be allocated, approx. NOK 47.5 million
(approx. 36.5% of the Private Placement) at the Offer Price in the Private
Placement (% ownership share is pre-money ownership):
o Jostein Devold, chair of the Board: NOK 0.5 million.
o Mertoun Capital AS (7.06%), being a company closely associated with Jostein
Devold, chair of the Board: NOK 10 million.
o Sonstad AS (7.33%), being a company closely associated with Jon Øyvind
Eriksen, Board member: NOK 18 million.
o Kolberg Motors AS (3.85%), being a company closely associated with Kristian
Kolberg, Board member: NOK 11 million.
o Abhijit Saha Banik (0.01%), CFO: NOK 0.5 million.
o SOM Holding AS (4.47%), a company associated with Stein Ove Eriksen,
co-founder and CPO: NOK 4 million.
o Knut Teppan Design AS (0.45%), a company associated with Knut Helge Teppan,
CDO: NOK 0.05 million.
o Vegard Hammer, CTO: NOK 0.05 million.
o HPA Holding AS (1.38%), a company associated with by Håvard Alstad, VP
Engineering: NOK 2 million.
o Korinvest AS (1.53%), a company associated with Jan Tore Korneliussen,
Technical Product Manager: NOK 1.2 million.
o Kvamstad Solutions AS (0.15%), a company associated with Bendik Kvamstad,
Technical Product Manager: NOK 0.215 million.
In addition, certain existing shareholders and new investors have collectively
indicated that they will subscribe for more than NOK 82.5 million at the Offer
Price in the Private Placement.
Application period
The application period for the Private Placement commences today, on 13 December
2024, at 09:00 (CET) and ends today at 16:30 (CET) (the "Application Period").
The Company together with the Manager may, at their own discretion, close or
extend the Application Period at any time and for any reasons and on short or
without notice. If the Application Period is shortened or extended, the other
dates referred to herein may be amended 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
regulations, as amended (also as it forms part of the United Kingdom domestic
law by virtue of the European Union Withdrawal Act 2018) (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, as amended.
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 may offer 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
Conditional 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 instructions is expected to
be sent by the Manager on or about 16 December 2024.
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 capital increase pertaining to the Private Placement and the
issuance of 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 for approval of the Private Placement and the issuance of the allocated
Offer Shares is expected to be held on 19 December 2024. The notice to the EGM
was attached to a separate stock exchange announcement published by the Company
on 5 December 2024. Applicants allocated Offer Shares will irrevocably undertake
to vote at the EGM in favor of, or give a voting proxy to be used in favor 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. Each existing shareholder allocated Offer Shares will furthermore
undertake that it will not divest any shares in the Company prior to the EGM.
The Private Placement will be cancelled if the Conditions are not fulfilled. The
Company reserves the right to cancel and/or modify the terms of the Private
Placement for 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
27 December 2024, subject to, among other things, 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 Private Placement with 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 23 December 2024, subject to the Conditions having
been met. The Company will announce when such registration has taken place.
Lock-ups
The Company, members of the Company's management and Board, and the
pre-committing employees in the Company have all agreed to a 6-months lock-up in
connection with the transaction, subject to customary exemptions.
Voting undertaking
Existing shareholders in the Company allocated Offer Shares in the Private
Placement will irrevocably undertake to vote in favour of, or give a voting
proxy to be used in favour of, all of the Board's proposed resolutions relating
to the Private Placement and the potential Subsequent Repair Offering, at the
EGM. Such undertaking applies to all shares in the Company held or controlled
(directly or indirectly) as of the record date for the EGM.
Strategic review
The strategic review process announced by the Company in a stock exchange
announcement on 9 November 2023 is still ongoing, and the Company has recently
received an indicative offer to acquire 100% of the Company's shares from a new
foreign industrial player. The offer is subject to several conditions such as
due diligence and external financing and does not include a specific price per
share but indicates that it will be at the prevailing market price. The parties
have not initiated negotiations about the terms of a potential transaction. The
Company is also in contact with other potential bidders, among them certain
global industrial players. There is, thus, no certainty with respect to the
outcome of the indicative offer or the contact with the said other potential
bidders. 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.
Potential subsequent repair offering and equal treatment considerations
The Board has considered the Private Placement in light of the equal treatment
obligations set out in the Norwegian Private Limited Liability Companies Act,
Euronext Growth Oslo Rule Book - Part II and Oslo Stock Exchange's guidelines on
equal treatment of shareholders, and the Board is of the opinion that the waiver
of the preferential rights inherent in the Private Placement, taking into
consideration the Company's current financial situation and the time, costs and
risk of alternative methods of securing the desired funding, is in the joint
interest of the Company and its 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 Repair Offering"). The
Subsequent Repair Offering, if carried out, will primarily and subject to
applicable securities law, be 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.
Any potential Subsequent Repair Offering is subject to completion of the Private
Placement, approval by the EGM to authorize the Board to issue new shares in the
Subsequent Repair Offering as well as the decision by the Board on the capital
increase pertaining to the Subsequent Repair Offering, and the prevailing market
price and trading volume for the Company's shares following the Private
Placement. Launch of a Subsequent Repair Offering, if carried out, may also be
contingent on the publication of a prospectus.
Board composition and reverse stock split
The Board has resolved to propose certain amendments to the Company's board
composition, which (among other) includes a new chairperson. A new extraordinary
general meeting (separate from the EGM to be held in connection with the Private
Placement) will be held as soon as practicable (early 2025) in order to
consummate the proposition. At the same EGM, the Board intends to propose a
reverse stock split.
Advisors
Pareto Securities AS is acting as sole manager and bookrunner in connection with
the Private Placement.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal counsel to the Company.
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 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, Euronext Growth Oslo Rule Book - Part II, section
3.9.1 and section 5-12 of the Norwegian Securities Trading Act. This stock
exchange announcement was published by Abhijit Saha Banik, CFO of the Company on
13 December 2024, at 7:30 hours CET.
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 (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.