Ayfie International AS: Successfully completed private placement

30 Oct 2024 22:47 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) Reference is made to the stock exchange announcement by
Ayfie International AS (Ayfie, OSE: AIX) ("Ayfie" or the "Company") today
regarding a contemplated private placement of ordinary shares in the Company
(the "Private Placement"). The Company has engaged Skandinaviska Enskilda Banken
AB (publ) to assist the Company in the Private Placement (the "Manager").

The Company hereby announces that it has allocated 3,000,000 new ordinary shares
(the "Offer Shares") in the Private Placement, at an offer price of NOK 5 per
share (the "Offer Price"), raising gross proceeds of NOK 15 million. The
transaction was multiple times oversubscribed.

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 will be issued by the Board pursuant to an authorization
granted by the annual general meeting of the Company on 3 April 2024 (the "Board
Authorization").
Following registration of the share capital increase pertaining to the Private
Placement, the Company will have a share capital of NOK 42,023,796 divided on
21,011,898 shares, each with a nominal value of NOK 2.00.

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 been 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.

Notification of allocation will be sent to investors on or about 31 October
2024. 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.
The following close associates to persons discharging managerial
responsibilities ("PDMRs") have been allocated the following Offer Shares in the
Private Placement (a PDMR notification form will be published in a separate
stock exchange notice):
• Lani Invest AS, a company closely related to board director, Lars Nilsen, has
been allocated 100,000 Offer Shares

Subsequent offering and equal treatment considerations:
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian
Private Limited Companies Act, the Norwegian Securities Trading Act, the rules
on equal treatment under Euronext Growth Rule Book II and the Oslo Stock
Exchange's Guidelines on the rule of equal treatment, and deems that the
proposed Private Placement is in compliance with these obligations. The Board is
of the view that it is in the common interest of the Company and its
shareholders to raise equity through a private placement, particularly in light
of the current market conditions and the purpose for which the funds are raised.
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. Thus, the waiver of the
preferential rights inherent in a directed share capital increase through
issuance of new shares is considered necessary. By structuring the equity raise
as a private placement, the Company has been able to raise equity efficiently.
Taking into consideration that the Subscription Price represents a limited
discount compared to the current trading price and a premium to the trading
price of the Company over the past months, the Board has concluded to not carry
out a subsequent offering.
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 was published by Olav Gram Degnes, CFO at 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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