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:
o Date on which the terms and conditions of the Subsequent Repair Offering were
announced: 13 December 2024
o Last day including right to receive subscription rights in the Subsequent
Repair Offering: 13 December 2024
o Ex-date: 16 December 2024
o Record Date: 17 December 2024
o Date of approval: On or about 19 December 2024
o Maximum number of new shares: 250,000,000
o 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.