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| Land | Norge |
|---|---|
| Lista | Euronext Growth Oslo |
| Sektor | Informationsteknik |
| Industri | Programvara |
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2026-06-03 12:54:33
Oslo, 3 June 2026
Reference is made to the stock exchange announcements made by CodeLab Capital AS
(the "Company") on 29 April 2026, regarding the acquisition of Agil Helse AS and
the contemplated private placement (the "Private Placement") of new shares.
Reference is also made to the Company's notice to and minutes of the AGM,
published 4 May and 20 May respectively, where the AGM approved the issuance of
shares in connection with the Private Placement and authorized the Board to
issue shares as settlement in the Agil Helse AS transaction.
- CodeLab Capital has successfully closed the Private Placement, raising NOK 17
million at NOK 4 per share. The proceeds have been received, and the shares will
be registered as soon as possible.
- The Agil Helse transaction is closed and the board has through its
authorization from the AGM resolved to issue 1 050 009 shares as settlement at a
subscription price of NOK 4,4 per share.
- After the transactions, the issuance of shares and the registration of the
share capital increase the Company will have 19 754 924 shares with a share
capital of NOK 48 788 286,49681.
- The broad participation in the Private Placement, including commitments from
founders, management, board members and new investors, provides strong internal
and external validation of the Company's strategic direction and growth
ambitions. The successful completion of both the capital raise and the Agil
Helse acquisition further strengthens CodeLab Capital's platform for continued
expansion and value creation.
The Private Placement
The Company has allocated 4 250 000 new shares in the Private Placement, at the
offer price of NOK 4 per share, raising gross proceeds of NOK 17.0 million. The
proceeds have already been received by the Company. The net proceeds to the
Company from the Private Placement will be used to partially finance the
acquisition and deleveraging by the Company of Agil Helse AS and for general
corporate purposes.
The following primary insiders were allocated shares in the Private Placement:
Anton Bondesen, CEO, was allocated 1 000 000 shares.
Nikolaj Helsinghoff Valentin, Board member, was allocated 25 000 shares
Please see the attached forms for further details of the allocation of new
shares to primary insiders.
Settlement
The shares will be delivered to applicants and tradeable on Euronext Growth Oslo
as soon as possible following registration of the share capital increase with
the Norwegian Register of Business Enterprises and issuance of the shares in
Euronext Securities Oslo (VPS).
Subsequent Offering and equal treatment considerations
Reference is made to the notice to AGM 5 May 2026. The issuance of new shares in
the Private Placement implied a derogation from the existing shareholders'
preferential rights. The board considered the structure of the equity raise in
light of the equal treatment obligation under the Norwegian Private Limited
Liability Companies Act and Euronext Growth Oslo Rule Book II for companies
listed on Euronext Growth Oslo, as well as the Oslo Stock Exchange's Guidelines
on the rule of equal treatment. The Private Placement made it possible for the
Company to secure equity capital financing of transactions. Further, the Private
Placement, in the view of the board, compared to a rights issue, reduced
completion risk and made it possible for the Company to take advantage of the
market conditions and raise capital in an efficient manner. In addition, it is
of material significance that investors have for a prolonged period had the
opportunity to trade the share at prices significantly below the subscription
price in the Private Placement, including the closing price the day prior to
announcement. The significant price differential between the price in the
Private Placement and the market price prior to and after announcement indicates
that the Private Placement is not to the detriment of existing shareholders. The
Board is therefore of the view that the derogation was and is in the common
interest of both the Company and existing shareholders.
Payment of the Agil Helse transaction with CodeLab Capital shares
Part of the consideration in the Transaction shall be settled through a share
capital increase in the Company, whereby the payment claim of NOK 4 620 039,6
held by the sellers in the Transaction against the Company (the "Claim") shall
be set off against the subscription amount for the new shares issued in the
share capital increase.
Authorization for the Board of Directors to issue the new shares in the share
capital increase was granted by the Company's general meeting on 20 May 2026
(item 7).
Pursuant to the authorization granted to the Board of Directors by the annual
general meeting on 20 May 2026, the Board has resolved to issue 1 050 009
shares. The subscription price per share is NOK 4,40 and the total subscription
amount is therefore NOK 4 620 039,6 (of which NOK 2 593 183,34590 shall
constitute share capital and NOK 2 026 856, 25410 shall constitute share
premium).
The new shares were subscribed for by B A Wahl Invest AS (902,621 shares), Agil
Gruppen AS (37,500 shares), and Katrine Arnesen Wahl (109,888 shares).
The subscription amount was settled in full by way of set-off against the Claim
held by the subscribers against the Company. The new shares shall carry full
shareholder rights in the Company, including the right to dividends, from and
including the date of registration of the share capital increase with the
Norwegian Register of Business Enterprises.
For further information, please contact:
Anton Bondesen, CEO: alb@codelabcapital.com
Christoffer Mathiesen, CFO: cm@codelabcapital.com
further information\, please contact: \
Anton Bondesen\, CEO: alb@codelabcapital.com\
Christoffer Mathiesen\, CFO: cm@codelabcapital.com \