Huddlestock Fintech

Share Issue/Capital Change • Sep 25, 2024

Huddlestock Fintech is contemplating a private placement

Huddlestock Fintech is contemplating a private placement

25.9.2024 16:41:17 CEST | Huddlestock Fintech AS | Inside information

NOT FOR DISTRIBUTION, RELEASE OR REPUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S.

NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA,

CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION,

RELEASE OR REPUBLICATION WOULD BE UNLAWFUL

Huddlestock Fintech AS (OSE: HUDL), ("Huddlestock" or the "Company") is

contemplating to carry out a private placement of new shares towards Norwegian

and international investors after the close of trading on Euronext Growth Oslo

today (the "Private Placement").

The capital raised from the share issue will be used for further development of

Company and for general corporate purposes.

In the Private Placement, Huddlestock is offering new shares (the "Offer

Shares") raising gross proceeds of between NOK 5,000,000 and NOK 20,000,000 (the

"Offer Size"). The subscription price per Offer Share is NOK 0.60 per Offer

Share (the "Offer Price"). Subject to a resolution by an extraordinary general

meeting of the Company, each investor will receive without additional payment, 1

unlisted warrant (the "Warrants") per Offer Share issued and allocated, having a

strike price of NOK 0.60, exercisable at the start of each calendar quarter

following registration and until the date falling 12 months after registration.

Investors have pre-committed to subscribe for, and will be allocated, Offer

Shares for NOK 11,500,000 at the Offer Price in the Private Placement (the

"Pre-Subscribers"). This includes the following primary insiders and closely

related, who have pre-subscribed for a total of NOK 798,000 in Offer Shares:

* Vision Invest Stavanger AS, a company closely related to the Chairman of the

Board, Øyvind Hovland has pre-subscribed for Offer Shares for NOK 300,000.

* Untie Group AB, a company closely related to board members Stefan Willebrand

and Erik Hagelin has pre-subscribed for Offer Shares for NOK 498,000.

Notification of transactions by primary insider will be sent along with the

notification of a successful private placement:

The application period starts on 25 September 2024 at 16:30 hours CEST and ends

on 26 September 2024 at 08:00 hours CEST (the "Application Period"). The Company

reserve the right, at its own discretion, to close or extend the Application

Period at any time and for any reasons and on short or without prior notice. If

the Application Period is shortened or extended, the other times and dates

referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and

international investors, in each case subject to and in compliance with

applicable exemptions from relevant prospectus, filing and other registration

requirements, all in accordance with applicable regulations, including the

Norwegian Securities Trading Act, Regulation (EU) 2017/1129 on prospectuses for

securities and ancillary regulations, are available.

The allocation of the Offer Shares to be issued will be made at the sole

discretion of the board of directors of Huddlestock (the "Board"), however so

that the Pre-Subscribers will receive full allocation for the pre-committed NOK

11,500,000. Notification of allotment and payment instruction (the

"Notification") will be sent to the applicant by the Company on or about 26

September 2024. The allocated Offer Shares will not, however, be tradeable until

registration of the share capital increase pertaining to the Offer Shares in the

Norwegian Register of Business Enterprises (the "NRBE") has occurred.

CONDITIONS

Completion of the Private Placement is subject to (i) the Board resolving to

consummate the Private Placement and allocate the Offer Shares; and (ii) the

Offer Shares being validly issued and registered in the Norwegian Central

Securities Depository, Euronext Securities Oslo ("VPS") - (jointly the

"Conditions"). The Private Placement will be cancelled if the Conditions are not

fulfilled and may be cancelled by the Company in its sole discretion for any

other reason. Huddlestock will not be liable for any losses if the Private

Placement is cancelled, irrespective of the reason for such cancellation.

The extraordinary general meeting for the issuance of the Warrants (the "EGM")

will be called for as soon as possible after expiry of the Application Period

and the Board having approved the allocation of Offer Shares and is expected to

be held on 4 October 2024. The Company has received voting undertakings from

several large shareholders of the Company, including Vision Invest Stavanger AS

and Bricknode Holding AB. However, there can be made no guarantee that the EGM

will resolve to issue the Warrants. Should the EGM not resolve to issue the

Warrants, the Investors' right to the Warrants will lapse, without any further

compensation to the Investors. For the avoidance of doubt, the EGM resolving to

issue the Warrants is not a condition for the completion of the Private

Placement.

SETTLEMENT

The date for settlement of the Private Placement is expected to be on or about

26 September 2024 (the "Settlement Date"), subject to, among other things, any

shortening or extensions of the Application Period.

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 7 October 2024, subject to the Conditions having been

met. The Warrants will be registered in the NRBE, but not listed and tradable on

Euronext Growth Oslo.

The Company has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act, the Euronext Growth Rule

Book Part II and Oslo Børs' circular no. 2/2014, and the Board is of the opinion

that the waiver of the preferential rights inherent in a private placement,

taking into consideration the time, costs and risk of alternative methods of

securing the desired funding, is in the common interest of the shareholders of

the Company.

The Company may, subject to completion of the Private Placement, consider

conducting a subsequent offering of new shares (the "Subsequent Offering"). Any

Subsequent Offering will be directed towards existing shareholders in the

Company as of 25 September 2024 (as registered in the VPS two trading days

thereafter), who (i) were not allocated Offer Shares in the Private Placement

and (ii) 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. Launch of a Subsequent Offering, if

carried out, may also be contingent on publishing of a prospectus.

Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company.

DISCLOSURE REGULATION

This information is subject to a duty of disclosure pursuant to the Company's

continuing obligations as a company listed on Euronext Growth Oslo. This

information was issued as inside information pursuant to the EU Market Abuse

Regulation, and was published by Leif Arnold Thomas, at Huddlestock Fintech AS

on the date and time provided.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

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. 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.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (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 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 "qualified institutional buyers" as defined in Rule 144A under

the Securities Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that 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 Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom 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 believe that these assumptions were reasonable

when made, these 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 their control. Actual

events may differ significantly from any anticipated development due to a number

of factors, including without limitation, changes in public sector investment

levels, 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 such forward-looking statements. The Company does not make any

guarantee 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 the 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.

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 of the Company.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* John E. Skajem, Chief Corporate Development / Investor Relations, Huddlestock

Fintech, +47 418 87 412, john.skajem@huddlestock.com

* Leif Arnold Thomas, Chief Executive Officer, Huddlestock Fintech AS, +47 982

15 520, leif.thomas@huddlestock.com

ABOUT HUDDLESTOCK FINTECH AS

Huddlestock is an innovative technology software provider through its

Investment-as-a-service offering, with full operational service support and a

leading financial Consultancy services business. We deliver innovative and

sustainable technology and operational solutions to companies offering financial

products and services.

Find out more at huddlestock.com - https://www.huddlestock.com/

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17848032/18254233/5028/Download%20announce

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