Induct AS - Final results of the Rights Issue
2026-08-12 00:02:48
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
Reference is made to the previous stock exchange announcements published by
Induct AS (the "Company") regarding the partially underwritten rights issue of
between 16,666,666 and 22,222,222 new shares (the "Offer Shares") in the
Company, each with a nominal value of NOK 0.10, at a subscription price of NOK
0.90 per share (the "Subscription Price"), raising gross proceeds of between NOK
15 million and NOK 20 million (the "Rights Issue").
The subscription period for the Rights Issue (the "Subscription Period") expired
on 10 August 2026 at 16:30 hours (CEST). At the expiry of the Subscription
Period, the Company had received valid subscriptions for a total of 6,357,386
Offer Shares, including subscriptions from the underwriters (the "Underwriters")
in excess of their respective underwriting obligations.
The final allocation of the Offer Shares in the Rights Issue has now been
completed based on the allocation criteria set out in the national prospectus
dated 21 July 2026 prepared by the Company in connection with the Rights Issue
(the "Prospectus"). The Company has allocated a total of 16,666,666 Offer
Shares.
2,952,943 Offer Shares were allocated based on granted and acquired subscription
rights which have been validly exercised. 3,404,443 Offer Shares were allocated
to Underwriters of the Rights Issue who have subscribed for Offer Shares in
excess of their respective underwriting obligations. 10,309,280 Offer Shares
were allocated to the Underwriters of the Rights Issue pursuant to their
underwriting obligations.
Certain close associates of primary insiders of the Company have been allocated
shares in the Rights Issue. Please see the attached primary insider
notifications pursuant to the Market Abuse Regulation article 19 for further
details about the transactions.
UNDERWRITING FEE
As previously announced, each of the Underwriters is entitled to an underwriting
fee of 14% of the underwriting obligation received as new shares in the Company
issued at the same Subscription Price as in the Rights Issue (the "Underwriting
Commission Shares"), which is payable upon completion of the Rights Issue (i.e.
upon registration of the share capital increase pertaining to the Rights Issue
with the NRBE). The issuance of the Underwriting Commission Shares will be
resolved by the board of directors pursuant to the authorisation granted at the
extraordinary general meeting held on 6 July 2026 and announced in a separate
stock exchange announcement.
SETTLEMENT OF SHORT-TERM LOAN
As previously announced, NOK 3 million of the underwriting obligation was
prefunded by certain Underwriters ("Prefunding Amount") pursuant to a prefunding
agreement entered into between the Company, such Underwriters and the Manager
(the "Prefunding Agreement"). Subscriptions for Offer Shares made by such
Underwriters in the Rights Issue will be settled by way of set-off against the
outstanding Prefunding Amount in accordance with the terms of the Prefunding
Agreement.
NOTIFICATION OF ALLOCATION AND PAYMENT DATE
Notification of allocated Offer Shares and the corresponding subscription amount
to be paid by each subscriber is expected to be made available in the VPS on or
about 11 August 2026. Payment for the allocated Offer Shares falls due on 13
August 2026 in accordance with the payment procedures described in the
Prospectus.
The Offer Shares may not be transferred or traded before they have been fully
paid and the share capital increase pertaining to the Rights Issue has been
registered with the Norwegian Register of Business Enterprises (the "NRBE"). The
Company will publish a stock exchange announcement once the share capital
increase has been registered. Subject to timely payment of the aggregate
subscription amount in the Rights Issue, it is expected that the share capital
increase pertaining to the Offer Shares will be registered in the NRBE on or
about 17 August 2026. The Offer Shares are expected to be delivered to the VPS
accounts of the subscribers and admitted to trading on Euronext Growth Oslo on
or about 17 August 2026.
NEW SHARE CAPITAL
Following the issuance of 16,666,666 Offer Shares, the Company's share capital
will be NOK 4,797,571.30 divided into 47,975,713 shares, each with a nominal
value of NOK 0.10. The Company's share capital will increase further upon the
issuance of the Underwriting Commission Shares, which will be announced in
separate stock exchange announcements.
ADVISORS:
Norne Securities AS is acting as manager and bookrunner for the Rights Issue.
Advokatfirmaet Selmer AS is acting as legal advisor to the Company.
This information is subject to the disclosure requirements pursuant to the
Market Abuse Regulation article 19 and is published in accordance with the
requirements of the Continuing Obligations.
For further information, please contact:
Synnøve Jacobsen
CEO
sj@induct.net
+47 99 41 54 47
IMPORTANT NOTICE
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus
Regulation"). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
Prospectus. Copies of the Prospectus will, following publication, be available
from the Company's registered office and, subject to certain exceptions, on the
website of the Manager. 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.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.
The Manager is acting for the Company in connection with the Rights Issue and no
one else and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for providing
advice in relation to the Rights Issue or any transaction or arrangement
referred to in this announcement.
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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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 its control. 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. This announcement is made by and is the
responsibility of the Company.
Neither the Manager nor any of their 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. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
Neither the Manager nor any of their respective affiliates accepts any liability
arising from the use of this announcement.
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reliance may be placed for any purpose on the information contained in this\
announcement or its accuracy\, fairness or completeness. \
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Neither the Manager nor any of their respective affiliates accepts any liability\
arising from the use of this announcement. \