Ayfie International AS: Contemplated private placement

30 Oct 2024 16:30 CET

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
(Oslo, 30 October 2024): Ayfie International AS (Ayfie, OSE: AIX) ("Ayfie" or
the "Company") has engaged Skandinaviska Enskilda Banken AB (publ) (the
"Manager") to advise on and effect a contemplated private placement of new
shares (the "Offer Shares") in the Company (the "Private Placement"), at a fixed
price of NOK 5.0 per Offer Share (the "Offer Price"), to raise gross proceeds of
NOK 15 million. The full transaction size is covered at the time of launch
through indications received during the market sounding from the pre-committed
investors and existing shareholders.
The net proceeds from the Private Placement will be used to fund growth through
several initiatives including hiring experienced managers focusing on sale and
partnerships, expanding of marketing efforts and continue to strengthen existing
products through R&D.
The Offer Shares, subject to completion, will be issued by the Board pursuant to
the authorization granted by the annual general meeting in the Company on 3
April 2024 (the "Board Authorization").

Application period:
The application period for the Private Placement commences today, 30 October
2024, at 16:30 CET, and is expected to close on 31 October 2024 at 08.00 CET
(the "Application Period"). The Company and the Manager reserve the right, in
their own discretion, to close or extend the application period of the Private
Placement at any time and for any reason, without notice. If the application
period is shortened or extended, any other dates referred to herein may be
amended accordingly.

Pre-Commitments:
Erlend Sogn (through Onetwo3 AS), Are Meisfjord (through Meisfjord Holding AS),
Rein Baardsen (through Moon Landing Invest AS) , Ole Martin Hasven (through Not
Today AS) and Hans Othar Blix (through Skadi AS) (together, the "Pre-committed
Investors") have, subject to certain customary conditions, undertaken to apply
for (personally or through holding companies), and will each be allocated, a
number of Offer Shares equal to NOK 7.5 million in the Private Placement at NOK
5.00 per share. The Pre-committed Investors have a strong technical background
from B2B software services companies such as Visma, Tripletex and Mamut (both
acquired by Visma).

The Pre-committed Investors have conducted a thorough technical review of Ayfie
and see great potential in the company. To leverage this expertise, the board
has considered all options and concluded that a directed share issue towards
this group was the best approach to secure access to these individuals’
technological expertise for Ayfie. This also provides the company with greater
financial flexibility to implement measures for expansion and scaling.

Conditions for completion:
Completion of the Private Placement (by delivery of Offer Shares to investors)
is subject to all the following conditions (together, the "Conditions"): (i) all
necessary corporate resolutions being validly made by the Company, including
without limitation the Company's Board resolving to proceed with the Private
Placement and to issue the Offer Shares on the basis of the Board Authorization,
(ii) the share capital increase pertaining to the issuance of the Offer Shares
being validly registered with the Norwegian Register of Business Enterprises,
and (iii) the Offer Shares being validly issued and registered in the VPS.

The Company and the Manager reserves the right, at any time and for any reason,
to cancel and/or modify the terms of the Private Placement without notice.
Neither the Manager nor the Company, or any of their directors, officers,
employees, representatives or advisors, will be liable for any losses incurred
by applicants if the Private Placement is cancelled or modified, irrespective of
the reason for such cancellation or modification.

Allocation:
The allocation will be made at the sole discretion of the Board in consultation
with the Manager. Allocation will be based on criteria such as (but not limited
to), current ownership in the Company, timeliness of the application, price
leadership, relative order size, sector knowledge, investment history, perceived
investor quality and investment horizon, however so that the Pre-committed
Investors will receive full allocation. There is no guarantee that any potential
investor will be allocated shares.

The minimum application and allocation amount in the Private Placement has been
set to the NOK equivalent of EUR 100,000, provided that the Company may, at its
sole discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to applicable regulations,
including the Norwegian Securities Trading Act, the Prospectus Regulation, and
ancillary regulations, are available.

Settlement:
The settlement structure will require pre-payment of the new share issue, with
due date for payment for the Offer Shares on 4 November 2024. The Offer Shares
will be delivered to the investors in the Private Placement as soon as
practically possible after the registration of the share capital increase
pertaining to the Private Placement, which, subject to timely payment by the
investors, is expected on or about 7 November 2024.

Selling restrictions:
The Private Placement will be made by the Company to investors subject to
applicable exemptions from relevant prospectus requirements in accordance with
Regulation (EU) 2017/1129 and the Norwegian Securities Trading Act of 2007 and
is directed towards investors subject to available exemptions from relevant
registration requirements, (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933 (the “US Securities Act”). The
Company may, however, at its sole discretion, allocate an amount below EUR
100,000 to the extent applicable exemptions from the prospectus requirements
pursuant to the Norwegian Securities Trading Act and ancillary regulations are
available, including to employees and directors of the Company and the Company
group. Further selling restrictions and transaction terms will apply.

Equal treatment considerations:
The Company has considered the Private Placement in light of the equal treatment
obligations under the Securities Trading Act section 5-14, section 3.1 of the
Euronext Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014, and the
Board is of the opinion that the proposed Private Placement is in compliance
with these requirements. By structuring the Private Placement as a private
placement, the Company will be in a position to raise capital in an efficient
manner, with a lower discount to the current trading price and a significantly
lower completion risks compared to a rights issue and without the underwriting
commissions normally associated with such rights offerings. The Company is also
of the view that the Pre-committed Investors will bring substantial value to the
company beyond their financial contributions. Their extensive sector knowledge
and expertise will provide strategic insights and guidance, which may fuel the
Company's growth. Furthermore, the number of Offer Shares to be issued in
connection with the contemplated Private Placement implies that the dilution of
existing shareholders will be limited. On this basis and based on an assessment
of the current equity markets, the Board has considered the Private Placement to
be in the common interest of the Company and its shareholders. As a consequence
of the structure of the Private Placement, the shareholders' preferential rights
to subscribe for the Offer Shares will be deviated from.

Advisors:
Skandinaviska Enskilda Banken AB (publ) Oslofilialen is acting as Sole
Bookrunner. Advokatfirma DLA Piper Norway DA is acting as legal counsel to the
Company.
***
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 published by Olav Gram Degnes (CFO of the Company) on the date
and time provided.

For further information, please contact:
Olav Gram Degnes, CFO/IR
Tel: +47 906 25 168
E-mail: olav.degnes@ayfie.com

About Ayfie | ayfie.com
Ayfie is a leading software provider specializing in data search and generative
AI. With over 15 years of experience, we have honed our expertise in
transforming unstructured data into valuable insights that benefit both large
enterprises, medium-sized businesses, and individuals.

Important information:
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.

Neither the Manager nor any of its 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 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. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.

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.

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