09/30/2025 | Press release | Distributed by Public on 09/30/2025 00:49
30 Sep 2025 08:45 CEST
Huddly AS
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, 30 September 2025: Reference is made to the stock exchange announcement
published by Huddly AS ("Huddly" or the "Company", ticker: HDLY) on 29 September
2025 regarding the launch of a subsequent repair offering (the "Subsequent
Repair Offering") of up to 1,818,181 new shares in the Company (the "Offer
Shares") at a subscription price of NOK 11 per share (the "Offer Price"),
raising gross proceeds of up to NOK 20,000,000, and the registration of a
national prospectus in connection with the Subsequent Repair Offering (the
"Prospectus").
The subscription period in the Subsequent Repair Offering will commence today,
30 September 2025 at 09:00 CEST, and expire on 10 October 2025 at 16:30 CEST
(the "Subscription Period").
The Subsequent Repair Offering is, subject to applicable laws, directed towards
existing shareholders in the Company as of 22 August 2025, as registered in the
Norwegian Central Securities Depository, Euronext Securities Oslo ("VPS"), on 26
August 2025 pursuant to VPS' T+2 settlement procedure (the "Record Date"), who
(i) hold less than 1.00% of the current shares outstanding in the Company
(rounded to the nearest two decimal points), (ii) were not allocated offer
shares in the Private Placement, and (iii) are not resident in a jurisdiction
where such offering would be unlawful or, for jurisdictions other than Norway,
that would require any prospectus, filing, registration, or similar actions (the
"Eligible Shareholders").
Each Eligible Shareholder will be granted 0.371099 non-transferable Subscription
Rights for each Share held by such Eligible Shareholder in the Company as of the
Record Date, rounded down to the nearest whole number of Subscription Rights.
Each Subscription Right will, subject to applicable laws, give the right to
subscribe for, and be allocated, one (1) Offer Share. The Company reserves the
right to reduce the number of Offer Shares per Subscription Right in the event
that (i) additional Eligible Shareholders are identified after the date of this
Prospectus, and (ii) the Company receives in excess of 1,818,181 valid
subscriptions from Subscription Rights in the Subsequent Repair Offering. Any
such reduction will be made on an equal basis and uniformly applied to all
subscribers in the Subsequent Repair Offering. Oversubscription by Eligible
Shareholders will be permitted, and subscription without Subscription Rights
will be permitted in accordance with the allocation principles set out in the
Prospectus.
The Subscription Rights must be exercised to subscribe for Offer Shares before
the expiry of the Subscription Period on 10 October 2025 at 16:30 CEST.
Subscription Rights that are not exercised prior to the expiry of the
Subscription Period on 10 October 2025 at 16:30 CEST, 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 of 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 is available in
the Prospectus.
The payment for Offer Shares allocated to a subscriber falls due on or about 15
October 2025. Subject to timely payment of the Offer Shares subscribed for and
allocated in the Subsequent Repair Offering, the issuance and delivery of the
Offer Shares is expected on or about 22 October 2025, following registration of
the share capital increase pertaining to the Subsequent Offering, with the
Norwegian Register of Business Enterprises, expected on or about 21 October
2025. The Offer Shares are expected to be listed on Euronext Growth Oslo on or
about 22 October 2025.
The completion of the Subsequent Repair Offering remains subject to (i) the
board of directors resolving to increase the Company's share capital through
issuance of the Offer Shares pursuant to the authorization granted to the board
of directors by the extraordinary general meeting on 8 September 2025, (ii) duly
made payments of the Offer Shares by the subscribers, (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.
Please see the Prospectus for more information about the Subsequent Repair
Offering and the subscription procedures. The Prospectus, including the
Subscription Form, is made electronically available at the following website:
www.paretosec.com/transactions.
Subscriptions may only be made on the basis of the Prospectus.
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 of directors, +47 93 06 03 30,
[email protected]
Abhijit Saha Banik, CFO, +47 40 83 09 64, [email protected]
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 future-proof, scalable, and sustainable solutions.
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 to, or on
behalf of, (i) persons in the United States reasonably believed to be "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities
Act, in offerings exempt from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act, provided such persons
satisfy to the Company that they are eligible to participate on such basis, and
(ii) outside the United States to certain persons in offshore transactions in
compliance with Regulation S under the U.S. Securities Act, and in accordance
with any applicable securities laws of any state or territory of the United
States or any other jurisdiction.
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.
More information:
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Huddly AS
Oslo Børs Newspoint
HUDDLY AS
NO0013470534
HDLY
Euronext Growth