Huddlestock Fintech AS: Key information relating to a potential repair offering

26 Sep 2024 08:49 CEST

26.9.2024 08:49:08 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

Reference is made to the stock exchange notice by Huddlestock Fintech AS
("Huddlestock" or the "Company") today, 26 September 2024 regarding the
successful completion of a private placement of 23,593,166 new shares in the
Company raising gross proceeds of NOK 14,155,899.60 (the "Private Placement"),
and a potential subsequent share offering (the "Subsequent Offering").

The Company may, subject to completion of the Private Placement and certain
other conditions, decide to carry out a Subsequent Offering. The Subsequent
Offering will be conducted at a price of NOK 0.60 per share (the "Subscription
Price") for up to 9,750,000 new shares in the Company towards existing
shareholders in the Company as of 25 September 2024 (as registered in the VPS
two trading days thereafter, the "Record Date"), 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 ("Eligible Shareholders"). Each Eligible Shareholder will receive,
without additional payment 1 unlisted warrants (the "Warrants") per share issued
and allocated in the Subsequent Offering, having a strike price of NOK 0.60
exercisable from registration and until 12 months after registration.

The following key information is given with respect to the Subsequent Offering:

* Date on which the terms and conditions of the repair issue were announced: 26
September 2024

* Last day including right: 25 September 2024

* Ex-date: 26 September 2024

* Record date: 27 September 2024

* Maximum number of new shares: 9,750,000

* Subscription price: NOK 0.60 per share

The Subsequent Offering will be subject to (i) a desicion by the Company's board
of directors (the "Board") to initiate the Subsequent Offering; an extraordinary
general meeting of the Company resolving an authorisation to the board to issue
the shares related to the Subsequent Offering, under which Eligible Shareholders
will receive subscription rights based on their registered shareholdings as of
the Record Date; and publication of a prospectus (the "Prospectus") by the
Company. The subscription period for any Subsequent Offering is expected to
commence by end of Q4 2024.

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/17848032/18254607/5035/Download%20announce
ment%20as%20PDF.pdf

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