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CodeLab Capital AS (the "Company") refers to its announcement on 5 May 2025 where it was stated, inter alia, that the Company intends to carry out a private placement of new shares in connection with the acquisition of Kuba Norge AS (the "Private Placement"). The Company hereby announces the terms of the Private Placement, which will consist of up to 5,000,000 new ordinary shares in the Company (the "Offer Shares"), corresponding to total gross proceeds of up to NOK 15,000,000.
The subscription price per Offer Share (the "Offer Price") is NOK 3 per Offer Share.
The net proceeds to the Company from the Private Placement will be used to partially finance the acquisition by the Company of Kuba Norge AS and for general corporate purposes.
The Company has received pre-commitments to subscribe for Offer Shares in the Private Placement for up to NOK 13,9 million, including from Lorenz AS (NOK 5,000,000) and Codee Holding AS (NOK 5,000,000). The investors who have given pre-commitments will receive allocation for minimum 80% of the pre-committed amount. There is no guarantee that any potential investor will be allocated Offer Shares.
In order to achieve a more appropriate pricing of the Company's shares, the Board intends to propose that the AGM (as defined below) resolves to carry out a share capital reduction (the "Share Capital Reduction") through reducing the par value of the Company's shares, from NOK 6.868034 to NOK 2.4696772560, to be implemented immediately prior to the share capital increase pertaining to the Private Placement.
Application period
The application period for the Private Placement commences today, 26 May 2025, at 09:00 CEST and ends on 26 May 2025 at 16:30 CEST (the "Application Period"). The Company may extend or shorten the Application Period at any time and for any reason on short, or without, notice. If the Application Period is extended or shortened, the other dates referred to herein might be changed accordingly.
Investors who wish to participate in the Private Placement may contact Christoffer Mathiesen, CFO, at cm@codelabcapital.com.
Selling restrictions
The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 and the Norwegian Securities Trading Act, and outside the United States in reliance on Regulation S under the US Securities Act of 1933 as amended.
The minimum order and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000. The Company may offer and allocate amounts below the NOK equivalent of EUR 100,000 in the Private Placement to the extent exemptions from prospectus requirements, in accordance with applicable regulations, including the Norwegian Securities Trading Act, Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations, are available.
Allocation
The allocation will be based on criteria such as (but not limited to) existing ownership in the Company, timeliness of order, relative order size, perceived investor quality, sector knowledge and investment horizon. The Board reserves the right, at its sole discretion, to reject and/or reduce any orders, in whole or in part. The investors who have given pre-commitments will receive allocation for minimum 80% of the pre-committed amount. There is no guarantee that any potential investor will be allocated Offer Shares.
Notification of conditional allocation is expected to be sent on or about 27 May 2025. The allocated Offer Shares will not, however, be tradeable before the AGM (as defined below) has resolved to issue the shares and registration of the share capital increase pertaining to the Offer Shares in the Norwegian Register of Business Enterprises (the "NRBE") has occurred.
Conditions for completion
The completion of the Private Placement is conditional upon: (i) all relevant corporate resolutions being validly made by the Company, including without limitation (a) approval by the Board of Directors of the Company of the allocation of Offer Shares, (b) a resolution by the annual general meeting of the Company expected to be held on or about 10 June 2025 (the "AGM") to carry out the Share Capital Reduction, (c) a resolution by the AGM to increase the share capital required to issue the Offer Shares; (ii) registration of the Share Capital Reduction with the Norwegian Register of Business Enterprises; and (iii) registration of the share capital increase in the Company pertaining to the Private Placement with the Norwegian Register of Business Enterprises and issuance of the Offer Shares in Euronext Securities Oslo (VPS) (the "Conditions").
The AGM will be called for as soon as possible after expiry of the Application Period and the Board having approved the allocation of Offer Shares.
The Private Placement will be cancelled if the Conditions are not met. The Board may resolve to cancel the Private Placement at any time and for any reason whatsoever without compensation to the applicant, irrespective of the reason for such cancellation.
Settlement
The payment date for allocated Offer Shares is expected to be on or about 17 June 2025. The Offer Shares will be delivered to applicants and tradeable on Euronext Growth Oslo as soon as possible following registration of the share capital increase pertaining to the Private Placement and the issuance of the Offer Shares in the VPS, subject to the Conditions having been met.
Subsequent Offering and equal treatment considerations
The Company has considered the Private Placement in light of the equal treatment obligations under the Euronext Growth Rule Book Part II and Oslo Børs' circular no. 2/2014, and the Board is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of securing the desired funding, is in the common interest of the shareholders of the Company.
Subject to, inter alia, completion of the Private Placement, relevant corporate resolutions, including approval by the Board and issuance of the Offer Shares by the AGM and the prevailing market price of the Company's shares, the Company may consider to carry out a subsequent offering of new shares (the “Subsequent Offering”) at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company 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 require any prospectus, filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or to cancel any Subsequent Offering. The potential Subsequent Offering is subject to approval by the AGM to authorize the Board to issue new shares in the Subsequent Offering.
Company presentation
The Company has prepared an updated company presentation, which is available at the Company's website https://www.codelabcapital.com/investor/reports-presentations.
Advisors
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in connection with the Private Placement.
Contacts
Anton Bondesen, Chair of the Board: alb@codelabcapital.com
Christoffer Mathiesen, CFO: cm@codelabcapital.com
Important notices
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 "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 Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities 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 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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended 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 (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 for 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 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.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 provide any guarantees 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.