Capital/Financing Update • May 28, 2024
Capital/Financing Update
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Huddlestock Fintech is contemplating a private placement of convertible debt
28.5.2024 17:01:39 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 convertible debt
("Convertibles") raising gross proceeds of between NOK 10,000,000 and NOK
20,000,000 towards Norwegian and international investors after the close of
trading on Euronext Growth Oslo today.
The net proceeds to the Company from the Private Placement will be used to
finance further development of the Company and for general corporate purposes.
In the Private Placement, Huddlestock is offering subscription of convertible
debt for gross proceeds of between NOK 10,000,000 and NOK 20,000,000 (the "Offer
Size"). The Convertibles will be structured as convertible loans with an
interest rate of 10% p.a. The conversion of the Convertibles will be effected on
or about the date falling 18 months from the date of settlement of the Private
Placement, at a conversion rate of NOK 1 per share in the Company. If the
volume-weighted average price per share over the last five days prior to the
conversion date (the "VWAP Price") is lower than NOK 1, then the conversion
price per share shall be set to a price per share equivalent to the VWAP Price
and the Company may alternatively choose to settle the Convertibles in cash.
15 investors have pre-committed to subscribe for, and will be allocated,
Convertibles for approximately NOK 12,000,000 in the Private Placement (the
"Pre-Subscribers"). This includes;
* Willebrand Group AB, a close associate of board member Stefan Willebrand, NOK
200,000;
* Untie Group AB, a close associate of board member Stefan Willebrand and board
member Erik Hagelin, NOK 600,000; and
* Investor Relations and corporate development officer John Egil Skajem, NOK
142,500.
Notification of transactions by primary insider will be sent along with the
notification of a successful private placement.
The application period for the Private Placement will start today, 28 May 2024
at 16:30 (CEST) and close on 29 May 2024 at 08:00 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.
Allocation of Convertibles will be determined by the Board, at its sole
discretion, following the expiry of the Application Period, however so that the
Pre-Subscribers will receive full allocation for the pre-committed NOK
12,000,000.
Notification of allotment and payment instruction (the "Notification") will be
sent to the applicant by the Company on or about 29 May 2024. The allocated
Convertibles will not, however, become effective before registration of the
issued convertible instruments in the Norwegian Register of
Business Enterprises (the "NRBE") has occurred, expected on or about 31 May
The decision to launch the Private Placement is made pursuant to the Board's
authorisation to issue the Convertibles without pre-emption rights for existing
shareholders granted to the Board by the general meeting held on 16 May 2024
(the "Board Authorization").
Completion of the Private Placement is subject to all necessary corporate
resolutions being validly made by the Company, including (without limitation)
resolutions by the Board to consummate the Private Placement and issue and
allocate the Convertibles pursuant to the Board Authorisation and successful
registration of the Convertibles.
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 settlement date on which date the amounts under the Convertibles is to be
paid to the Company by the subscribers allocated Convertibles in the Private
Placement is as soon as possible and at the latest on 31 May 2024 (the
"Settlement Date").
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 Convertibles (the "Subsequent Offering").
Any Subsequent Offering will be directed towards existing shareholders in the
Company as of 28 May 2024 (as registered in the VPS two trading days
thereafter), who (i) were not allocated Convertibles 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 in
connection with the Private Placement. For additional information, please
contact:
* Leif Arnold Thomas, Chief Executive Officer, Huddlestock Fintech AS, +47 982
15 520, [email protected]
* John Egil Skajem, Investor relations and corporate development officer,
Huddlestock Fintech AS, +47 4188 7412, [email protected]
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. This stock exchange
announcement was published by Leif Arnold Thomas on the time and date provided.
***
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.
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, [email protected]
* Leif Arnold Thomas, Chief Executive Officer, Huddlestock Fintech AS, +47 982
15 520, [email protected]
ABOUT HUDDLESTOCK FINTECH AS
About Huddlestock:
Huddlestock is a leading provider of investment and wealth management SaaS
solutions and services. We provide the technology, expertise and support that
financial institutions need to launch or transform an investment offering. Our
modular approach to cloud software helps firms around the world - from fintech
startups to established banks, neobanks, wealth and asset managers - deploy
innovative solutions with flexibility and speed. With a team made up of
ex-industry practitioners and wealth technology experts, we also provide
professional services and operations outsourcing that drive performance,
innovation and growth for our customers. Huddlestock is listed on the Euronext
Growth market.
Find out more at huddlestock.com - https://www.huddlestock.com/
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17848032/3151/4556/Download%20announcement
%20as%20PDF.pdf
2024 05 28 HFT Borsmelding Convertible _FINAL.pdf -
https://kommunikasjon.ntb.no/ir-files/17848032/3151/4555/2024%2005%2028%20HFT%20
Borsmelding%20Convertible%20_FINAL.pdf
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