Huddly AS – End of stabilisation and exercise of greenshoe option
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 17 March 2021: Reference is made to the announcement on 16 February 2021 regarding potential stabilisation activities in respect of the shares in Huddly AS ("Huddly" or the "Company", LEI 549300EZI3O3YF05QB19) in connection with an offering of new and existing shares (the "Offering") and admission to trading of the Company's shares on Euronext Growth Oslo (the "Listing").
Pareto Securities AS, acting as stabilisation manager in connection with the Offering on behalf of the Managers, hereby gives notice that the stabilisation period has now ended. No stabilisation activities have been undertaken.
In order to permit the redelivery of shares in Huddly which were borrowed and over-allotted in the Offering, Pareto Securities AS has on behalf of the Managers today exercised its option to purchase 4,500,000 shares which were borrowed from certain existing shareholders and over-allotted in the Offering. The shares are purchased at NOK 15.50 per share, equal to the offer price in the Offering.
As a consequence of the above greenshoe option exercise, the following primary insiders or close associates thereto have today, outside a trading venue, sold in aggregate 4,200,000 shares in the Company (ISIN NO 0010776990), each at NOK 15.50 per share and for a total consideration of NOK 65,100,000:
Board member Per Kåre Haug Kogstad, through Bjøberg Eiendom AS, has sold 400,000 shares for a total sum of NOK 6,200,000, following which the new holding including close associates is 4,042,080 shares representing 1.9% of the share capital, and 800,000 options.
Chairman of the board, Graham Spencer Williams, has through a family trust sold 2,000,000 shares for a total sum of NOK 31,000,000, following which the new holding including close associates is 20,883,111 shares, representing 9.7% of the share capital, and 960,000 options.
CEO Stein Ove Eriksen, through SOM Holding AS, has sold 1,000,000 shares for a total sum of NOK 15,500,000, following which the new holding including close associates is 7,970,928 shares, representing 3.7% of the share capital, and 1,344,000 options.
Board member Jostein Devold, through Mertoun Capital AS, has sold 800,000 shares for a total sum of NOK 12,400,000, following which the new holding including close associates is 15,245,471 shares, representing 7.0% of the share capital, and 640,000 options.
ABG Sundal Collier ASA and Pareto Securities AS (together the "Managers") has been engaged as Joint Global Coordinators and Joint Bookrunners in connection with the Offering and Listing. Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to Huddly, while Advokatfirmaet Schjødt AS is acting as legal advisor to the Managers.
For further information, please contact: Pareto Securities AS Martin Øberg Sjøstedt Tel: +47 22 87 87 14
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of Huddly in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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.
This announcement contains certain forward-looking statements (as such term is defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 believes 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 its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. As a result, you are cautioned not to rely on any forward-looking statements. We make no prediction or statement about the performance of any such securities.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only. 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. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
Certain figures contained in this document, including financial information, may have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
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. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.