Huddly AS – Launch of subsequent offering and registration of national prospectus
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, 10 January 2024: Reference is made to the stock exchange announcement published by Huddly AS ("Huddly" or the "Company", ticker: HDLY) on 21 November 2023 (the "Announcement") regarding the successful placement of 260,000,000 new shares in the Company (the "Private Placement") and the contemplated subsequent repair offering (the "Subsequent Offering") of up to 60,000,000 new shares in the Company (the "Offer Shares").
The board of directors of the Company (the "Board") has today resolved to launch the Subsequent Offering, comprising an offer of up to 60,000,000 Offer Shares in the Company at a subscription price of NOK 0.50 per share (the "Subscription Price"), raising gross proceeds of up to NOK 30,000,000.
Subject to timely registration of the Prospectus (as defined below), the subscription period for the Subsequent Offering will commence on 15 January 2024 and expire on 24 January 2024 at 16:30 hours CET (the "Subscription Period").
The Subsequent Offering is, subject to applicable laws, directed toward shareholders in the Company as of 21 November 2023, as registered in Euronext Securities Oslo ("VPS"), on 23 November 2023 (the "Record Date"), who (i) were not allocated shares in 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% of the shares outstanding in the Company prior to the Private Placement), (iii) were not included in the wall-crossing phase in the Private Placement, and (iv) 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").
Eligible Shareholders will be granted non-tradeable subscription rights (the "Subscription Rights") that, subject to applicable laws, give preferential right to subscribe for, and be allocated Offer Shares at the Subscription Price in the Subsequent Offering. Each Eligible Shareholders will be granted 1.280414 Subscription Rights for each existing share registered as held by such Eligible Shareholder as per the Record Date, rounded down to the nearest whole number of Subscription Rights. Each whole Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price. Oversubscription by Eligible Shareholders will be permitted.
The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period on 24 January 2024 at 16:30 hours (CET). Subscription Rights that are not used to subscribe for Offer Shares before 16:30 hours (CET) on 24 January 2024 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 during the Subscription Period, or may, for subscribers who are residents of Norway with a Norwegian personal identification number (Nw. fødselsnummer), be made online through VPS online subscription system. The Subscription Form and further instructions regarding the subscription procedure will be available in the Prospectus.
The Company has entered into a subscription undertaking with Sonstad AS, pursuant to which Sonstad AS has committed to subscribe for and acquire 10,000,000 Offer Shares, and with the opportunity to subscribe for and acquire an additional 20,000,000 Offer Shares, subject to there being, and to the extent there are, any available Offer Shares not having been subscribed for by Eligible Shareholders (whether pursuant to allocated subscription rights or oversubscription).Allocation of Offer Shares will thus be made in accordance with the following allocation hierarchy; (i) first, to Eligible Shareholder on the basis of Subscription Rights having been validly exercised during the Subscription Period; (ii) second, to Eligible Shareholders having oversubscribed for Offer Shares, where allocation will be made pro rata based on to the number of exercised Subscription Rights; and (iii) third, to Sonstad AS pursuant to the subscription undertaking.
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed on or about 25 January 2024.
The due date for payment of the Offer Shares is on or about 29 January 2024. The Offer Shares will, after registration of the share capital increase pertaining to the Offer Shares in the Norwegian Register of Business Enterprises ("NRBE"), expected on or about 2 February 2024, be registered in the VPS in book-entry form and are expected to be delivered to the applicant's VPS account on or about 5 February 2024 subject to timely registration of the share capital increase with the NRBE.
Trading in the Offer Shares on Euronext Growth Oslo is expected to commence on or about 5 February 2024, under the ticker code "HDLY".
The complete terms of the Subsequent Offering and subscription details have been included in a national prospectus dated 10 January 2024 (the "Prospectus") prepared by the Company, which will be submitted for registration with the NRBE in accordance with section 7-8 of the Norwegian Securities Trading Act. 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. Subscriptions for Offer Shares can only be made on the basis of the Prospectus.
The completion of the Subsequent Offering remains subject to (i) the Board resolving to increase the Company's share capital through issue of the Offer Shares pursuant to an authorization granted to the Board by an extraordinary general meeting of the Company held on 6 December 2023, (ii) duly made payments of the Offer Shares by the subscribers, and (iii) registration of the share capital increase pertaining to the Subsequent 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 final day of the Subscription Period.
Advisors
Pareto Securities AS is acting as sole manager (the "Manager") in the Subsequent Offering.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal counsel to the Company, and Advokatfirmaet Schjødt AS is acting as legal counsel to the Manager.
Contacts
For more information, please contact:
Abhijit Saha Banik, CFO
Mobile: +47 408 30 964
E-mail: abi.banik@huddly.com
Disclosure
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Abhijit Saha 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 United States Securities Act of 1933, as amended (the "U.S. 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 U.S. Securities Act and in accordance with applicable United States' 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 U.S. Securities Act, pursuant to an exemption from the registration requirements under the U.S. 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 (EU) 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.