Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Informationsteknik |
Industri | Programvara |
2025-04-24 00:09:34
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES
DESCRIBED HEREIN.
Reference is made to the stock exchange announcement published by Induct AS
("Induct" or the "Company") on 23 April 2025 regarding a contemplated private
placement of new shares (the "Private Placement").
The board of directors of the Company (the "Board") is pleased to announce that
Induct has successfully completed the Private Placement, raising gross proceeds
of NOK 14.5 million through the placement of 4,816,586 new shares (the "New
Shares") at a subscription price of NOK 3.00 per share (the "Offer Price"). In
addition, the Company will issue 481,655 new shares as pre-commitment fee as set
out in the launch announcement.
The Private Placement was successfully completed with strong support from
existing shareholders. The Company intends to use the net proceeds from the
Private Placement to (i) fund current operations and cash requirements, (ii)
repayment of up to NOK 6 million in debt, (iii) increased working capital and
(iv) strengthen the NHS initiative.
Notifications of allocation and payment instructions will be distributed to the
applicants who have been allocated New Shares on 24 April 2025. Payment for the
allocated shares is expected to take place on or about 28 April 2025.
Completion of the Private Placement is subject to the approval of the share
capital increase by an extraordinary general meeting of the Company, which is
scheduled to be held on or about 9 May 2025. Subject to such approval, the New
Shares are expected to be delivered and become tradable on Euronext Growth Oslo
two trading days thereafter. If the necessary approvals are not made by the
general meeting, applicants will not be delivered New Shares, and the Company
will not receive proceeds from the Private Placement.
Following registration of the share capital increase to be resolved by the
general meeting with the Norwegian Register of Business Enterprises, the Company
will have a share capital of NOK 2,885,899.80 divided into 28,858,998 shares,
each with a par value of NOK 0.10.
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the New Shares. The Board has considered the structure of
the equity raise 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 Oslo Rule Book II for companies listed on Euronext
Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal
treatment. The Board is of the view that it will be in the common interest of
the Company and its shareholders to raise equity through a private placement, in
particular because the Private Placement enables the Company to secure equity
financing to accommodate the Company's funding requirements. Further, a private
placement will reduce execution and completion risk, as it enables the Company
to raise equity efficiently and in a timely manner, with a lower discount to the
current trading price, at a lower cost and with a significantly reduced
completion risk compared to a rights issue. It has also been taken into
consideration that the Private Placement will not result in a significant
dilution of existing shareholders and that it is based on a publicly announced
accelerated book-building process.
Subject to completion of the Private Placement and certain other conditions (as
described below), the Board will consider carrying out a subsequent share
offering of up to 1,666,667 new shares raising gross proceeds of up to
approximately NOK 5,000,000 million in gross proceeds (the "Subsequent
Offering"). Any Subsequent Offering will comprise new shares offered at the same
Subscription Price as the New Shares towards shareholders of the Company as of
23 April 2025, as registered in the VPS two trading days thereafter, who (i)
were not included in the pre-sounding phase of the Private Placement, (ii) were
not allocated New Shares in the Private Placement, and (iii) 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. Any Subsequent Offering will be subject to (i) the prevailing market
price of the Company's shares, and (ii) relevant corporate resolutions being
passed by the Company, including the approval by the general meeting of the
Company. The Board will propose that the general meeting resolves an
authorisation for the Board to implement a subsequent share offering on the
terms and conditions set out above.
On this basis, the Board has considered the proposed transaction structure and
the Private Placement to be in the common interest of the Company and its
shareholders.
The subscription period for the Subsequent Offering is expected to commence
towards the end of April 2025. Further information will be provided in a
separate announcement.
Advisor
Norne Securities AS acted as sole manager and bookrunner in connection with the
Private Placement.
***
For further information, please contact:
Synnøve Jacobsen, CEO
sj@induct.net
+47 994 15 447
***
This information is considered to include inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This
announcement was published by Synnøve Jacobsen, CEO, on the time and date
provided.
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of offers to
purchase or subscribe for shares. Copies of this announcement may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The information contained herein shall not
constitute an offer to sell or the solicitation of an offer to buy, in any
jurisdiction in which such offer or solicitation would be unlawful absent
registration, or an exemption from registration or qualification under the
securities laws of any jurisdiction.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, Hong Kong or 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.
This announcement is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
with the United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The Company does not intend to register any part of the offering in the
United States or to conduct a public offering in the United States of the shares
to which this document relates.
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.
This announcement and any materials distributed in connection with this
announcement may contain certain forward-looking statements. By their nature,
forward-looking statements involve risk and uncertainty because they reflect
current expectations and assumptions as to future events and circumstances that
may not prove accurate. A number of material factors could cause actual results
and developments to differ materially from those expressed or implied by these
forward-looking statements.
The Company expressly disclaims any obligation or undertaking to update, review
or revise any statement contained in this announcement whether as a result of
new information, future developments or otherwise.
DISCLOSURE REGULATION
This information is subject of the disclosure requirements pursuant to section
of 5-12 of the Norwegian Securities Trading Act.