NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 6 November 2025: Otovo ASA (the "Company" or "Otovo") hereby announces a private placement to raise gross proceeds of minimum NOK 16 million and maximum NOK 56 million (the "Private Placement") by issuance of new shares in the Company (the "Offer Shares"). The subscription price per Offer Share (the "Offer Price") is NOK 1.00. Otovo has engaged Fearnley Securities AS as Sole Global Coordinator and Sole Bookrunner for the Private Placement (the "Manager").
The net proceeds from the Private Placement, together with the capital raise in Onvis Inc. (“Onvis”) (as announced in a separate announcement earlier today on 6 November 2025), will be used towards growth, geographic expansion, technology, and general working capital for the next 12 months. If more than the minimum amount of the Private Placement is raised, this will allow for a more rapid expansion.
Subject to certain customary and special conditions, pre-commitments have been received from prominent Otovo and Onvis shareholders, in addition to a new global investment institution, to subscribe for a minimum of NOK 45 million at the Offer Price. This includes the pre-committed capital raised through Onvis of approximately NOK 30 million, and the remainder through Otovo. The investors who have given pre-commitments in the Private Placement will receive full allocation for the pre-committed amount, subject to such allocation not triggering any mandatory offer obligation pursuant to the Norwegian Securities Trading Act.
In addition, the closing of the Private Placement will be contingent on the closing of the acquisition of Onvis.
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DISAMBIGUATION ABOUT COMBINED GROSS PROCEEDS
As announced in a separate notice today on 6 November 2025, Otovo and Onvis have agreed to carry out a combination, and an equity raise of new shares at NOK 1.00 per share to raise gross proceeds of NOK 45-80 million. The equity raise has two components, one conducted privately and independently in the USA by Onvis and one conducted through this private placement on the Oslo Stock Exchange by Otovo. The Onvis equity raise is in parallel and on the same timeline and at the same Offer Price as the Otovo equity raise.
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TIMELINE AND DETAILED TERMS FOR THE CONTEMPLATED PRIVATE PLACEMENT
The application period for the Private Placement commences today, 6 November 2025 at 16:30 hours CET, and will end 7 November 2025 at 23:59 hours CET. The Company, after consultation with the Manager, reserves the right to at any time and in its sole discretion to close or extend the application period or to cancel the Private Placement in its entirety and for any reason and without notice. If the application period is shortened or extended, the other dates referred to herein may be changed correspondingly.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from the prospectus requirements in accordance with applicable regulations, including the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) and ancillary regulations, as implemented pursuant to the Norwegian Securities Trading Act, are available.
Completion of the Private Placement for investors allocated Offer Shares is subject to (i) all corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including, without limitation, approval by an extraordinary general meeting of the Company expected to be held on or about 1 December 2025 (the "EGM") and (ii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository Euronext Securities Oslo (“VPS”).
The final number of Offer Shares to be issued in the Private Placement will be determined by the board of directors (the "Board"), in consultation with the Manager, following completion of the application period. The allocation of Offer Shares will be based on criteria such as (but not limited to) pre-commitments, perceived investor quality, existing ownership in the Company, timeliness of the application, early indication, relative order size, sector knowledge, investment history and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares.
Notification of conditional allocation is expected to be sent on or about 10 November 2025. The allocated Offer Shares will not, however, be tradeable before the EGM has resolved to issue the Offer Shares and registration of the share capital increase pertaining to the Offer Shares with the Norwegian Register of Business Enterprises has occurred.
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POTENTIAL SUBSEQUENT OFFERING
The Company may, subject to completion of the Private Placement, and certain other conditions (including among others (i) approval by the Board and the general meeting of the Company, (ii) the prevailing market price of the Company's shares being higher than the Offer Price and (iii) approval and publication of a prospectus (if relevant)), propose to carry out a subsequent offering of Offer Shares (the “Subsequent Offering”) which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 7 November 2025 (as registered in VPS two trading days thereafter), who, (i) were not allocated Offer Shares in the Private Placement, and (ii) 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.
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EQUAL TREATMENT CONSIDERATIONS
The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for and be allocated the Offer Shares. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the rules on equal treatment under Euronext Oslo Stock Exchange/Euronext Expand Rulebook II – Issuer Rules, section 2.1, section 5-14 of the Securities Trading Act and the Oslo Stock Exchange's guidelines on the rules of equal treatment, and the Board is of the opinion that the transaction structure is in compliance with these requirements.
The share issuance will be carried out as a private placement in order for the Company to complete the equity raise in a manner that is efficient and with a significantly lower risk and a significantly smaller discount to the current trading price compared to a rights issue.
Further, the Subsequent Offering, if implemented, will secure that shareholders eligible to participate in the Subsequent Offering will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement. On this basis, and based on an assessment of the current equity capital markets, the Board has considered the proposed transaction structure to be in the common interest of the Company and its shareholders.
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ADVISORS
Fearnley Securities AS as Sole Global Coordinator and Sole Bookrunner for the Private Placement and the potential Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisors to the Company.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements in section 5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Andreas Thorsheim, CEO, Otovo ASA
Email: athornor@otovo.com
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IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from 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 part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act.
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 as amended (together with any applicable implementing measures in any 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.
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", "expect", "anticipate", "strategy", "intends", "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 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 their 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of its 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. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.