29.5.2024 08:58:22 CEST | Huddlestock Fintech AS | Additional regulated information required to be disclosed under the laws of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange notice by Huddlestock Fintech AS ("Huddlestock" or the "Company") on 29 May 2024 regarding the successful completion of a private placement of NOK 12,500,000 in convertible debt (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 as a private placement of convertible debt directed towards existing shareholders in the Company as of 28 May 2024 (as registered in the VPS two trading days thereafter, the "Record Date"), who (i) were not allocated Convertibles 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 0.04 unlisted subscription rights (the "Subscription Rights") per share issued and allocated. The Subscription rights represent a conditional right to subscribe for convertible debt in a NOK amount equal to the face value of the Subscription rights.

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: 29 May 2024

* Last day including right: 28 May 2024

* Ex-date: 29 May 2024

* Record date: 30 May 2024

* Subscription price: NOK 1, representing NOK 1 in the convertible instrument

The convertible instrument:

* Interest rate: 10% p.a.

* Conversion date: date falling 18 months from the date of settlement of the Private Placement

* Conversion rate: NOK 1 per share in the Company. However, if the volume-weighted average price per share over the last five days prior to the conversion date (the "VWAP Price") is lower than NOK 1, then the conversion price per share shall be set to a price per share equivalent to the VWAP Price and the Company may alternatively choose to settle the Convertibles in cash.

The Subsequent Offering will be subject to (i) a decision by the Company's board of directors (the "Board"), based on the authorization granted by the annual general meeting held on 16 May 2024 (the "AGM"), under which Eligible Shareholders will receive subscription rights based on their registered shareholdings as of the Record Date, and (ii) publication of a prospectus (the "Prospectus") by the Company.

The subscription period for any Subsequent Offering (if applicable) is expected to commence by end of Q3 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

 

This information is published in accordance with the requirements of the Continuing Obligations for companies listed on Euronext Growth Oslo and section 5-12 of the Norwegian Securities Trading Act.

IMPORTANT NOTICE his 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.

 ABOUT HUDDLESTOCK FINTECH AS

Huddlestock Fintech is an innovative technology software provider with a leading expert professional services business. We deliver innovative and sustainable technology solutions to the capital markets, treasury and wealth management industries.

Through its technology offering, Huddlestock offers an innovative, compliant, and data-centric WealthTech SaaS, accelerating the digital transformation, and trends of hyper-personalization and on-demand banking within the wealth management industry. Huddlestock's SaaS empowers the embedding of low-cost, efficient white-label trading and investment services, underpinning Huddlestock's mission of delivering financial inclusion by democratizing access to capital markets.

Through its world-class expert professional services business, Huddlestock delivers strategic technology solutions and process automation for the financial services industry. This range of services has propelled Huddlestock into becoming the preferred supplier of financial consultancy services and technology solutions in the Nordic region. Huddlestock Fintech AS was listed on Euronext Growth Market 26th November 2020, as Norway's first fintech company to be publicly traded.

For more information, please visit www.huddlestock.com - http://www.huddlestock.com/

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

About Huddlestock:

Huddlestock is a leading provider of investment and wealth management SaaS solutions and services. We provide the technology, expertise and support that financial institutions need to launch or transform an investment offering. Our modular approach to cloud software helps firms around the world – from fintech startups to established banks, neobanks, wealth and asset managers – deploy innovative solutions with flexibility and speed. With a team made up of ex-industry practitioners and wealth technology experts, we also provide professional services and operations outsourcing that drive performance, innovation and growth for our customers. Huddlestock is listed on the Euronext Growth market.

Find out more at huddlestock.com

Attachments

  • Download announcement as PDF.pdf
  • 2024 05 29 Borsmelding HFT Key Information.pdf

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