Huddly AS – Final results in the subsequent offering and resolution on capital increase
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 25 January 2024: Reference is made to the stock exchange announcement published by Huddly AS ("Huddly" or the "Company", ticker: HDLY) on 24 January 2024, regarding the preliminary results in the subsequent offering (the "Subsequent Offering") of up to 60,000,000 new shares in the Company ("Offer Shares"), each at a subscription price of NOK 0.50 per share (the "Subscription Price").
The subscription period for the Subsequent Offering expired on 24 January 2024 at 16:30 hours CET. By the end of the subscription period, the Company had received valid subscriptions for 30,622,770 Offer Shares in the Subsequent Offering from 123 subscribers with subscription rights, including subscriptions made on basis of subscription rights and oversubscriptions. In addition, the Company received a valid subscription for 30,000,000 Offer Shares from Sonstad AS ("Sonstad"), as provided for in the subscription undertaking entered into between Sonstad and the Company and as set out in the national prospectus dated 10 January 2024 (the "Prospectus").
The board of directors of the Company has today, on 25 January 2024, resolved to allocate and issue a total of 60,000,000 Offer Shares in accordance with the allocation principles set out in the Prospectus and pursuant to the board authorization granted by the Company's extraordinary general meeting on 6 December 2023. A total of 30,622,770 shares have been allocated on basis of subscriptions made by subscribers with subscription rights, who then receive 100% allocation, while the remaining 29,377,230 shares have been allocated to Sonstad.
The Company will consequently raise NOK 30,000,000 in gross proceeds through the Subsequent Offering.
Notifications of allocated Offer Shares in the Subsequent Offering and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today, on 25 January 2024.
The subscription amount for allocated Offer Shares is due for payment by the subscribers on 29 January 2024, in accordance with the payment procedures described in the Prospectus.
Subject to due payment of the Offer Shares by the subscribers, the share capital increase relating to the Subsequent Offering is expected to be registered with the Norwegian Register of Business Enterprises on or about 2 February 2024 and the Offer Shares will thereafter be delivered to the respective VPS accounts of the subscribers to whom they are allocated on or about 5 February 2024. First day of trading of the Offer Shares on Euronext Growth Oslo is expected to be on or about 5 February 2024.
Following registration of the new share capital, the Company's share capital will be NOK 335,205.03, divided into 536,328,048 shares, each with a nominal value of NOK 0.000625. The Company will publish a separate stock exchange announcement once the share capital increase has been registered.
Pareto Securities AS is acting as sole manager (the "Manager") in the Subsequent Offering.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal counsel to the Company and Advokatfirmaet Schjødt AS is acting as legal counsel to the Manager.
For more information, please contact:
Abhijit Saha Banik, CFO
Mobile: +47 408 30 964
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 stock exchange announcement was published by Abhijit Saha Banik, CFO of the Company, at the date and time provided herein.
About Huddly AS
Disruptive innovation is our heartbeat at Huddly. We're committed to pushing technology and challenging the status quo in order to empower human collaboration. Combining our industry-leading expertise in artificial intelligence, software, hardware, and UX, we craft intelligent camera systems that enable inclusive and productive teamwork. Huddly cameras are designed to provide high-quality, AI-powered video meetings on major platforms, including Microsoft Teams, Zoom, and Google Meet. With upgradable software, durable hardware, and engaging user experiences, they are the ideal choice for organizations seeking a future-proof, scalable, and sustainable solution. Founded in 2013, Huddly is headquartered in Oslo, Norway, with presence in the US and EMEA and distribution globally.
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. 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 U.S. Securities Act and in accordance with applicable United States' state securities laws. The Company does not intend to register any part of the offering or their securities 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 QIBs as defined in Rule 144A under the U.S. Securities Act, pursuant to an exemption from the registration requirements under the U.S. Securities Act, as well as to "major U.S. institutional investors" as defined in Rule 15a-6 under the United States Exchange Act of 1934.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that EEA 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 EEA Member State.
In the United Kingdom, this communication is only being distributed to and is only directed at persons 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 believes that these assumptions were reasonable when made, the 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 the Company's control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, 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 forward-looking statements. The Company does not provide any guarantees 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 any 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. Neither the Manager nor any of its affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept any responsibility for the contents of this announcement or any matters referred to herein.
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 in the Company. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.
This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as amended together with any applicable implementing measures in any EEA Member State, and repealing Directive 2003/71/EC, as amended, as implemented in any Member State.