Huddlestock Fintech

Huddlestock Fintech announces successful private placement

13.11.2023 08:48:48 CET | Huddlestock Fintech AS | Inside information

Huddlestock is pleased to announce that the Private Placement has been

successfully completed, in which Huddlestock raises NOK 17,500,000 in gross

proceeds

Huddlestock Fintech AS: Announces successful private placement

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

Oslo, 13 November 2023. Reference is made to the stock exchange announcement by

Huddlestock Fintech AS ("Huddlestock" or the "Company") regarding a contemplated

private placement of new shares in the Company (the "Private Placement").

Huddlestock is pleased to announce that the Private Placement has been

successfully completed, in which Huddlestock raises NOK 17,500,000 in gross

proceeds through the allocation of 14,583,333 new shares (the "Offer Shares")

each at price per Offer Shares of NOK 1.20 per share (the "Offer Price"). Each

investor will receive, without additional payment 0.5 unlisted warrants (the

"Warrants") per Offer Share issued and allocated, having a strike price of NOK

1.80 exercisable from registration and until 12 months after registration.

Following registration of the share capital increase relating to the Private

Placement with the Norwegian Register of Business Enterprises ("NRBE"), the

Company's share capital will be NOK 350.507,343 divided into 184,477,549 shares,

each with a par value of NOK 0.0019.

The following persons discharging managerial responsibilities and close

associates have been allocated Offer Shares in the Private Placement:

* John Skajem, CEO, 200,000 Offer Shares

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

Øyvind Hovland, 200,000 Offer Shares

* Zolo Konsult AS, a company closely related to CFO Anders Peinert, 50,000

Offer Shares

In addition Robert Fuchsgruber, not being a primary insider but being a key

member of the German Huddlestock Team, has subscribed for 133,076 shares.

A stock exchange release on transactions carried out by persons discharging

managerial responsibilities and close associates in accordance with the EU

Market Abuse Regulation will be published separately.

Notification of allotment and payment instruction (the "Notification") will be

sent to the applicant by the Company on or about 13 November 2023. The allocated

Offer Shares will not, however, be tradeable before registration of the share

capital increase pertaining to the Offer Shares in the NRBE has occurred,

expected on or about 1. December 2023.

Conditions for completion

Completion of the Private Placement is subject to (i) an extraordinary general

meeting of the Company (the "EGM") resolving to approve the Private Placement

and issue the Offer Shares and the Warrants, and (iii) the Offer Shares being

validly issued and registered in the Norwegian Central Securities Depository,

Euronext Securities Oslo ("VPS") - (jointly the "Conditions").

Settlement

The date for settlement of the Private Placement is expected to be on or about 1

December 2023 (the "Settlement Date"), subject to, among other things, any

shortening or extensions of the Application Period, the actual date of the EGM,

handling time for registration of the share capital increase relating to the

Private Placement in the NRBE and fulfilment of the Conditions.

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 1. December 2023, subject to the Conditions having

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

tradable on Euronext Growth Oslo.

Subsequent offering and equal treatment considerations

The Private Placement represents a deviation from the shareholders' pre-emptive

right to subscribe for the Offer Shares. The Board has considered the structure

of the equity raise 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. In the view of the Board 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. When reaching this

conclusion, the Board also emphasized that it would consider carrying out the

Subsequent Offering (as defined below), depending on, amongst other things, the

development in the market price of the Company's shares following settlement of

the Private Placement.

The Company may, subject to completion of the Private Placement and certain

other conditions, decide to carry out a subsequent repair offering of up to NOK

7,500,000, which is equivalent to 6,250,000 new shares, at the Offer Price in

the Private Placement (the "Subsequent Offering"). The Subsequent Offering will

comprise new shares offered at the same subscription price as the Offer Shares

and warrants towards existing shareholders in the Company as of 10 November 2023

(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. Due to its size, the Subsequent Offering will be

conditional upon, inter alia, the EGM in the Company resolving to grant the

Board with an authorization to carry out the Subsequent Offering.

Arntzen de Besche Advokatfirma AS is acting as legal counsel to the Company.

For more information, please contact:

John E. Skajem, CEO

Email: [email protected]

Tel: +47 418 87 412

***

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 John E. Skajem, Chief Financial Officer, at

Huddlestock Fintech AS on the date and time provided.

CONTACTS

* John E. Skajem, Chief Executive Officer, Huddlestock Fintech, +47 418 87 412,

[email protected]

* Leif Arnold Thomas, Chief Corporate Development, Huddlestock Fintech - Chief

Corporate Development, +47 982 15 520, [email protected]

ABOUT HUDDLESTOCK FINTECH AS

Huddlestock Fintech is an innovative technology software provider with a leading

expert professional services business. We deliver innovative and sustainable

technology solutions to the capital markets, treasury and wealth management

industries.

Through its technology offering, Huddlestock offers an innovative, compliant,

and data-centric WealthTech SaaS, accelerating the digital transformation, and

trends of hyper-personalization and on-demand banking within the wealth

management industry. Huddlestock's SaaS empowers the embedding of low-cost,

efficient white-label trading and investment services, underpinning

Huddlestock's mission of delivering financial inclusion by democratizing access

to capital markets.

Through its world-class expert professional services business, Huddlestock

delivers strategic technology solutions and process automation for the financial

services industry. This range of services has propelled Huddlestock into

becoming the preferred supplier of financial consultancy services and technology

solutions in the Nordic region. Huddlestock Fintech AS was listed on Euronext

Growth Market 26th November 2020, as Norway's first fintech company to be

publicly traded.

For more information, please visit www.huddlestock.com -

http://www.huddlestock.com - http://www.huddlestock.com/

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.