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.
Reference is made to the announcement by Otovo ASA (the "Company" or "Otovo") on 6 November 2026 regarding a contemplated private placement of offer of new shares in the Company to raise gross proceeds of minimum NOK 16 million and maximum NOK 56 million (the "Private Placement"). The Company hereby announces that it has raised approximately NOK 17 million in gross proceeds through a private placement of 16,945,242 new shares (the "Offer Shares") at a price per share of NOK 1 (the "Offer Price"). In addition and in parallel, Onvis Inc. (“Onvis”) has raised approximately NOK 33 million, providing gross proceeds for the combined company of approximately NOK 50 million.
The net proceeds from the Private Placement, together with the capital raised in Onvis Inc. (as announced in a separate announcement on 6 November 2025), will be used towards growth, geographic expansion, technology, and general working capital for the next 12 months and allow for a more rapid expansion.
Notification of allocation is expected to be sent on or about 10 November 2025. The allocated Offer Shares will not, however, be tradeable before (i) an extraordinary general meeting of the Company expected to be held on or about 1 December 2025 has resolved to issue the Offer Shares, (ii) registration of the share capital increase pertaining to the Offer Shares with the Norwegian Register of Business Enterprises has occurred and (iii) completion of the closing of the acquisition of Onvis, Inc., which will be settled through issuance of shares in the Company. Please see the separate announcement published on 6 November 2026 for further information about the acquisition of Onvis Inc.
The board of directors has considered the structure of the contemplated capital raise in light of the equal treatment obligations under the rules on equal treatment of Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's guidelines on the rule of equal treatment, and is of the opinion that the proposed Private Placement is in compliance with these requirements. By structuring the transaction as a private placement, the Company will be in a position to raise capital in a manner that is efficient and with a better price with significantly lower completion risks and transaction costs compared to a rights issue. In addition, the Private Placement is subject to marketing through a publicly announced bookbuilding process and the Offer Price has a premium to the last period trading price which implies that the dilution of existing shareholders will be limited. On this basis and based on an assessment of the current equity markets, the board of directors has considered the Private Placement to be in the common interest of the Company and its shareholders.
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 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
Tel:+47 93 06 51 78 | Email: athornor@otovo.com
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.