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ISS - SoftOx Solutions AS: Private Placement resolved

Company: SoftOx Solutions AS Date: 2025-03-25 Language: Norwegian Register to download

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 SoftOx Solutions AS: Private Placement resolved

# SoftOx Solutions AS: Private Placement resolved

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL  

  

Reference is made to Soft Softox Solutions AS' (the "Company") notice on 24 March 2025. Today, the Company has resolved to carry out the Private Placement and debt conversion and resolved to issue 289 163 052 new shares at a subscription price of NOK 0,035 per share (the "Share Issue"). The Share Issue has been resolved pursuant to the authorization granted by the extraordinary general meeting 31 July 2024. The Share Issue will generate approximately NOK 9 054 500 in gross proceeds before transaction costs.  

  

Norwegian and international investors participated in the Private Placement. The subscription price was set in accordance with market conditions (i.e 9,1% premium over the 7 days WWAP prior to March 21st 2025).  

  

The Company will have a share capital of NOK 44 808 339,88 divided by 2 240 416 994 shares each with a nominal value of NOK 0,02 following registration of the Share Issue with the Norwegian Register of Business Enterprises.  

  

Deviation from shareholders' preferential rights  

  

The board of directors has considered the Private Placement (and the Share Issue as a whole) in light of the equal treatment principles under the Norwegian Securities Trading Act and Oslo Børs' Oslo Rule Book II – Membership and Trading Rules and Oslo Børs' Circular no. 2/2014, and is of the opinion that the waiver of the preferential rights inherent in a private placement is considered necessary in the interest of time and successful completion in order to secure funding of the Company and reduce debt. Further, the Private Placement was launched after a market sounding process with several investors (including both new investors and existing shareholders) to reduce the transaction risk and the transaction secures a market-based subscription (i.e 9,1% premium over the 7 days WWAP prior to March 21st 2025). In addition, the Private Placement is limited and the shareholders will be given the opportunity to participate in a later financing round. Taking into consideration the time, costs, and expected terms of alternative methods of securing the necessary funding, as well as the contemplated later financing, the board of directors has concluded that the completion of the Private Placement, including the waiver of the preferential rights inherent to the Private Placement, is in the common interest of the shareholders of the Company. Further, the board has assessed whether a subsequent offering shall be carried out. As the Private Placement is limited, made without discount, and considering the cost inherent in a subsequent offering and contemplated later financing round, the board has concluded that a subsequent offering shall not be carried out.  

  

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.  

  

  

  

For any questions please contact:  

  

Ingrid Juven  

  

CFO SoftOx Solutions AS  

  

Mail: ir@soft-ox.com  

  

Phone: Ingrid Juven: (+47) 918 76 165

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