NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.
Frøya, 2 September 2025: Reference is made to the stock exchange announcement by
Kaldvik AS ("Kaldvik" or the "Company") on 29 August 2025 regarding the board of
directors' resolution to carry out a subsequent offering (the "Subsequent
Offering") of up to 4,300,000 new shares at a subscription price of NOK 14 per
new share (the "Subscription Price").
The Subsequent Offering consists of an offer by the Company to issue up to
4,300,000 new shares (the "Offer Shares"), each with a nominal value of NOK
0.10, at a Subscription Price of NOK 14 per Offer Share, being equal to the
subscription price in the private placement completed on 5 June 2025 (the
"Private Placement"). Subject to all Offer Shares being issued, the Subsequent
Offering will result in NOK 60,200,000 in gross proceeds to the Company.
The subscription period for the Subsequent Offering will commence today, 2
September 2025, at 09:00 hours (CEST) and end at 16:30 hours (CEST) on 16
September 2025 (the "Subscription Period").
The Subsequent Offering is available to shareholders of the Company as of close
of trading on 4 June 2025, as recorded in the VPS on 6 June 2025 (the "Record
Date"), who (i) were not included in the pre-sounding phase of the Private
Placement, (ii) were not allocated offer 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 ("Eligible Shareholders"). The Eligible
Shareholders will be granted non-tradeable subscription rights (the
"Subscription Rights") that, subject to applicable law, give a right to
subscribe for and be allocated shares in the Subsequent Offering at the
Subscription Price. The Eligible Shareholders will be granted 0.16865
Subscription Rights for each existing share registered as held by such Eligible
Shareholder as of the Record Date, rounded down to the nearest whole
Subscription Right. The Subscription Rights will be registered on each Eligible
Shareholder's VPS account.
Over-subscription will not be permitted and subscription without Subscription
Rights will not be permitted.
Further information about the Subsequent Offering and the subscription
procedures is included in the prospectus (the "Prospectus") prepared for
offering of Offer Shares to Eligible Shareholders in the Subsequent Offering.
The Prospectus has been registered with the Norwegian Register of Business
Enterprises and is available at www.dnb.no/emisjoner
(http://www.dnb.no/emisjoner) and www.nordea.com/en/kaldvik-asa
(http://www.nordea.com/en/kaldvik-asa). The Prospectus is a national prospectus
(Nw. nasjonalt prospekt) and neither the Financial Supervisory Authority of
Norway (Nw. Finanstilsynet) nor any other public authority has carried out any
form of review, control or approval of the Prospectus. The Prospectus does not
constitute an EEA-prospectus, as defined in section 7-1 of the Norwegian
Securities Trading Act. Subscriptions for Offer Shares may only be made on the
basis of the Prospectus.
The Subscription Rights must be used to subscribe for Offer Shares prior to
expiry of the Subscription Period on 16 September 2025 at 16:30 hours (CEST).
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period will have no value and will lapse without
compensation to the holder.
The payment date for the Offer Shares is 19 September 2025. Subject to timely
payment of the Offer Shares subscribed for and allocated in the Subsequent
Offering, the issuance and delivery of the Offer Shares pertaining to the
Subsequent Offering is expected to be completed as soon as possible following
registration of the share capital increase pertaining to the Offer Shares and
issue of the new shares in VPS. The Offer Shares are expected to commence
trading on Euronext Growth Oslo as soon as possible thereafter.
DNB Carnegie, a part of DNB Bank ASA, Arion banki hf. and Nordea Bank Abp,
filial i Norge are acting as managers (the "Managers") in the Subsequent
Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company
in relation to the Subsequent Offering.
For further information, please contact:
Robert Robertsson, CFO: +354 843 0086 (mobile)
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
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 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). The securities offered in the
Subsequent Offering are offered on the basis of a Prospectus prepared by the
Company and dated 29 August 2025, which is available on the websites of DNB
Carnegie, a part of DNB Bank ASA (https://www.dnb.no/emisjoner) and Nordea Bank
Abp, filial i Norge (www.nordea.com/en/kaldvik-asa)
(https://www.nordea.com/en/kaldvik-asa)). Investors in the Subsequent Offering
should not subscribe for any securities in the Subsequent Offering except on the
basis of the Prospectus.
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
EU Prospectus Regulation, i.e. only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (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 "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and 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 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 announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the Company
and no-one else in connection with the Subsequent Offering. They will not regard
any other person as their respective clients in relation to the Subsequent
Offering and will not be responsible to anyone other than the Company, for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the Subsequent Offering, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Subsequent Offering, the Managers and any of their
respective affiliates, acting as investors for their own accounts, may subscribe
for or purchase shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such shares and other
securities of the Company or related investments in connection with the
Subsequent Offering or otherwise. Accordingly, references in any subscription
materials to the shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, such Managers and any of their
respective affiliates acting as investors for their own accounts. The Managers
do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations 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", "aim", "expect",
"anticipate", "intend", "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 believes 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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.