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.
The board of directors of the Company (the “Board”) is pleased to announce that Induct has successfully completed a Private Placement, raising gross proceeds of NOK 6.04 million through the placement of 1,886,230 new shares (the “New Shares”) at a subscription price of NOK 3.20 per share (the “Offer Price”). 1,793,921 shares will be issued through conversion of debt and 92,309 shares will be issued for cash consideration.
The purpose of the transaction is to strengthen the company's balance sheet by significantly reducing interest-bearing debt, leaving Induct AS free from external interest-bearing debt held by anyone, but the government such as Innovasjon Norge. This materially improves the company's financial flexibility, lowers risk, and enhances balance sheet strength. The Board believes that this improved financial position will support the company's ability to negotiate and enter into strategic agreements. A small cash component in the placement will also provide additional working capital.
Notifications of allocation and payment instructions will be distributed to the applicants who have been allocated New Shares on 7 July 2025. Payment for the allocated shares is expected to take place on or about 10 July 2025.
The following primary insiders and close associates have been allocated shares in the Private Placement, as further specified in the attached notification forms:
• Montebello Vinselskap & Invest, a close associate of chairman of the board Karl Anders Grønland, has been allocated 31,250 shares
• Synnøve Jacobsen, CEO of Induct, has been allocated 10,000 shares
• Solvik Holding, a close associate of board member Ole Jørgen Karud, has been allocated 6,518 shares
Primary insider notification pursuant to the EU Market Abuse Regulation Article 19 are attached.
The private placement implies a deviation from existing shareholders’ pre-emptive rights. The Board considers such deviation to be necessary in order to secure timely financing on acceptable terms and to strengthen the company's financial position. The private placement was resolved by the Board of Directors under an existing authorisation granted by the annual general meeting on 12 June 2025.
The subscription price has been set at NOK 3.20 per share. This represents a discount of approximately 15% to the 20-day volume-weighted average price (VWAP) of NOK 3.77 and approximately 15% to the 10-day VWAP of NOK 3.76, based on closing prices and trading volumes on Euronext Growth Oslo.
The share capital increase is subject to registration in the Norwegian Register of Business Enterprises (Foretaksregisteret) and the issuance of the new shares in the Norwegian Central Securities Depository (VPS). The new shares will be tradable on Euronext Growth Oslo upon delivery.
***
For further information, please contact:
Synnøve Jacobsen, CEO
sj@induct.net
+47 99 41 54 47
***
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.