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, 21 February 2025: Reference is made to the stock exchange announcement
published by Huddly AS ("Huddly" or the "Company", ticker: HDLY) on 14 December
2024 regarding the successful placement of 1,300,000,000 new shares in the
Company (the "Private Placement") and the contemplated subsequent repair
offering (the "Subsequent Repair Offering"), and the stock exchange announcement
published by the Company on 30 January 2025 regarding registration of a reverse
share split, whereby 100 existing shares, each with a nominal value of NOK
0.000625, were consolidated to one (1) share with a nominal value of NOK 0.0625
(the "Reverse Share Split").
For the purposes of the Subsequent Repair Offering, the Company has prepared a
national prospectus (the "Prospectus"), which was registered with the Norwegian
Register of Business Enterprises (the "NRBE") today in accordance with section
7-8 of the Norwegian Securities Trading Act, for reasons of public
verifiability. Neither the Financial Supervisory Authority of Norway nor any
other public authority has carried out any form of review, control, or approval
of the Prospectus. The Prospectus does not constitute an EEA prospectus.
The Prospectus will be made available electronically at the following website:
www.paretosec.com/transactions prior to the commencement of the Subscription
Period (as defined below). Subscriptions for Offer Shares can only be made on
the basis of the Prospectus.
The Subsequent Offering
The Subsequent Repair Offering comprises an offer of up to 2,500,000 new shares
in the Company (the "Offer Shares") at a subscription price of NOK 10 per new
share (the "Offer Price"), raising gross proceeds of up to NOK 25,000,000. In
order to adjust the Subsequent Repair Offering to the Reverse Share Split, the
number of Offer Shares and the Offer Price have been recalculated accordingly.
The subscription period for the Subsequent Repair Offering will commence on 24
February 2025 at 9:00 CET and expire on 7 March 2025 at 16:30 CET (the
"Subscription Period").
The Subsequent Repair Offering is, subject to applicable laws, directed towards
existing shareholders of the Company as of 13 December 2024, as registered in
the Norwegian Central Securities Depository, Euronext Securities Oslo ("VPS"),
on 17 December 2024 pursuant to VPS' T+2 settlement procedure (the "Record
Date"), who (i) are not primary insiders in the Company, (ii) do not have a
pro-rata share of the Private Placement which is equal to or higher than the
minimum order and allocation in the Private Placement (approx. 0.8% of the
shares outstanding in the Company prior to the Private Placement and the Reverse
Share Split), (iii) were not included in the pre-sounding phase of the Private
Placement, (iv) were not allocated offer shares in the Private Placement, and
(v) are not resident in a jurisdiction where such offering would be unlawful or,
for jurisdictions other than Norway, would require any prospectus, filing,
registration or similar actions (the "Eligible Shareholders").
Each Eligible Shareholder will be granted non-transferable subscription rights
(the "Subscription Rights") that, subject to applicable laws, give a right to
subscribe for, and be allocated Offer Shares at the Offer Price in the
Subsequent Repair Offering. Each Eligible Shareholder will be granted 0.024584
Subscription Rights for each share registered as held by such Eligible
Shareholder as per the Record Date, prior to the Reverse Share Split, rounded up
to the nearest whole number of Subscription Rights. Each Subscription Right will
give the right to subscribe for, and be allocated, one (1) Offer Share.
Oversubscription by Eligible Shareholders and subscription without Subscription
Rights will be permitted in accordance with the allocation principles set out in
the Prospectus.
The Subscription Rights must be used to subscribe for Offer Shares before the
expiry of the Subscription Period on 7 March 2025 at 16:30 CET. Subscription
Rights that are not used to subscribe for Offer Shares before 7 March 2025 at
16:30 CET will have no value and will lapse without compensation to the holder.
Subscriptions for Offer Shares must be made by submitting a correctly completed
subscription form ("Subscription Form") to the Manager (as defined below) during
the Subscription Period.
Subscription for Offer Shares by subscribers who are residents of Norway with a
Norwegian personal identification number (Nw.: fødselsnummer), may be made by
way of online subscription. The Subscription Form and further instructions
regarding the subscription procedure will be available in the Prospectus.
Notifications of allocation of Offer Shares and the corresponding subscription
amount to be paid by each subscriber are expected to be distributed by the
Manager on or about 10 March 2025.
The payment for Offer Shares allocated to a subscriber falls due on or about 12
March 2025. The Offer Shares will, following registration of the share capital
increase pertaining to the Subsequent Repair Offering with the NRBE, expected on
or about 18 March 2025, be registered in VPS in book-entry form and are expected
to be delivered to the subscribers VPS account on or about 19 March 2025 subject
to timely registration of the share capital increase pertaining to the
Subsequent Repair Offering with the NRBE. The Offer Shares are expected to be
listed on Euronext Growth Oslo on or about 19 March 2025.
The completion of the Subsequent Repair Offering remains subject to (i) the
Board resolving to increase the Company's share capital through issuance of the
Offer Shares pursuant to the authorization granted to the Board by the
extraordinary general meeting on 19 December 2024, (ii) that the Company
receives payments of the Offer Shares by the subscribers in due time, (iii)
registration of the share capital increase pertaining to the Subsequent Repair
Offering with the NRBE, and (iv) issuance and delivery of the Offer Shares to
the subscribers in VPS.
The Company will make relevant announcements with respect to the commencement
and the final day of the Subscription Period.
Advisors
Pareto Securities AS is acting as sole manager and bookrunner (the "Manager") in
connection with the Subsequent Repair Offering.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal counsel to the Company.
Contacts
For more information, please contact:
Jon Øyvind Eriksen, chair of the Board, +47 93 06 03 30, admin@sonstad.no
Abhijit Saha Banik, CFO, +47 40 83 09 64, abi.banik@huddly.com
Disclosure
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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.
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. 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 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 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 Securities Act, pursuant to an exemption
from the registration requirements under the US 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, as amended.
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 2017/1129 as amended together with any
applicable implementing measures in any EEA Member State (also as it forms part
of the United Kingdom domestic law by virtue of the European Union Withdrawal
Act 2018).
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 (or as it forms part of the United
Kingdom domestic law by virtue of the European Union Withdrawal Act 2018), and
repealing Directive 2003/71/EC (as amended) as implemented in any Member State.