Huddlestock Fintech — Share Issue/Capital Change 2024

Sep 26, 2024

Huddlestock Fintech announces successful private placement

Huddlestock Fintech announces successful private placement

26.9.2024 08:38:40 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 is pleased to announce that the Private Placement has been

successfully completed, in which Huddlestock raises NOK 14,155,899.60 in gross

proceeds.

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 14,155,899.60 in gross

proceeds through the allocation of 23,593,166 new shares (the "Offer Shares")

each at price per Offer Shares of NOK 0.60 per share (the "Offer Price").

Subject to the resolution by the extraordinary general meeting, 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

from registration and until 12 months after registration. The Warrants will be

registered in the NRBE, but not listed and tradable on Euronext Growth Oslo.

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 407,042.31 divided into 214,232,792 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:

* Samo Holding AS, a company closely related to the CEO of the Company, Leif

Arnold Thomas has been allocated 166,666 shares in the Private Placement.

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

Board, Øyvind Hovland has been allocated 500,000 shares in the Private

Placement.

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

and Erik Hagelin has been allocated 830,000 shares in the Private Placement.

* John Egil Skajem, investor relations and corporate development officer has

been allocated 100,000 shares in the Private Placement.

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 today 26 September 2024. 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 7 October 2024.

CONDITION FOR COMPLETION

Completion of the Private Placement is subject to the Offer Shares being validly

issued and registered in the Norwegian Central Securities Depository, Euronext

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

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

5,850,000, which is equivalent to 9,750,000 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 24 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. 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.

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

For additional information, please contact:

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

15 520, leif.thomas@huddlestock.com

* John Egil Skajem, Investor relations and corporate development officer,

Huddlestock Fintech AS, +47 4188 7412, john.skajem@huddlestock.com

***

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

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https://kommunikasjon.ntb.no/ir-files/17848032/18254584/5033/Download%20announce

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