30.10.2025 08:00:01 CET | Vend Marketplaces ASA | Additional regulated
information required to be disclosed under the laws of a member state
Reference is made to the stock exchange announcement made by Vend Marketplaces
ASA ("Vend" or the "Company") on 27 October 2025 regarding the board approval of
a share issue following the removal of the Company's dual-class structure (the "
Share Issue"). The subscription period will commence today.
Allocation of subscription rights:
* Each holder of A shares in the Company as of 27 October 2025, as registered
in the Norwegian Central Securities Depository (the "VPS") on 29 October 2025
(the "Record Date"), have been granted subscription rights (the "Subscription
Rights"). The Subscription Rights gives a right to subscribe for new shares
in the Company at par value (NOK 0.50).
* Each holder of A-shares has been granted one (1) Subscription Right for every
A share registered as held in the Company on the Record Date. The
Subscription Rights gives the right to subscribe for, and be allocated, one
(1) new share in Vend for every 15.45 Subscription Rights held at the end of
the subscription period. Over-subscription and subscription without
Subscription Rights will not be permitted.
* The exercise of subscription rights and subscription for new shares to
shareholders residing in countries other than Norway may be affected by
securities laws in such countries. Shareholders who have their shares
registered in securities accounts with registered addresses in certain
ineligible jurisdictions, such as Australia, Canada, Hong Kong, Japan, New
Zealand, Singapore, Switzerland and the United States or any other
jurisdiction where participation in the Share Issue would require the
publication of a prospectus, registration or other regulatory approval (the "
Ineligible Jurisdictions" and such shareholders in or resident in Ineligible
Jurisdictions, "Ineligible Holders") will not be permitted to exercise
subscription rights and subscribe for new shares. The crediting of
subscription rights to an account of an Ineligible Holder does not constitute
an offer to such holder of the new shares. The Company has arranged for
Danske Bank A/S to facilitate the sale of shares that would otherwise have
been allocated to Ineligible Holders or holders who have not subscribed for
shares during the subscription period. See more information below under the
section "Sale of unsubscribed shares".
The subscription period for the Share Issue will commence today at 09:00 hours
(CET) on 30 October 2025 and end at 16:30 hours (CET) on 13 November 2025.
Sale of unsubscribed shares:
Danske Bank A/S NUF has committed to subscribe for any New Shares that are
underlying Subscription Rights held by Ineligible Holders or that have otherwise
not been subscribed for during the Subscription Period. Danske Bank A/S NUF will
sell such New Shares, and the net proceeds of such sale will be distributed to
holders of Subscription Rights who are Ineligible Holders or who have not
exercised their rights during the Subscription Period. No payments will be made
to shareholders for amounts below NOK 50.
The Subscription Rights will have economic value if the Company's shares trade
above the subscription price for the New Shares (NOK 0.50) during the
Subscription Period. Ineligible Holders and others who do not use their
Subscription Rights will experience a dilution of their shareholding in the
Company but will receive monetary compensation from the sale of shares
facilitated by Danske Bank A/S NUF.
The subscription price is NOK 0.50 for each new share.
Further information:
Further information about the Share Issue is available on the Company's website.
Listing and commencement of trading in the new Shares:
Subject to timely payment of the entire subscription amount in the Share issue,
the Company expects that the share capital increase pertaining to the Share
Issue will be registered with the Norwegian Register of Business Enterprises on
or about 24 November 2025 and that the new shares will be delivered to the VPS
accounts of the subscribers to whom they are allocated on or about the same day.
The new Shares are expected to be tradable on the Oslo Stock Exchange from and
including 24 November 2025.
IMPORTANT NOTICE FOR U.S. HOLDERS
This press release and the information herein is not an offer of securities in
the United States. The securities referred to herein will not be and have not
been registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act.
Oslo, 30 October 2025
VEND MARKETPLACES ASA
DISCLOSURE REGULATION
This information is subject to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.
CONTACTS
* Jann-Boje Meinecke, SVP FP&A and Investor Relations, +47 941 00 835,
ir@vend.com
* Simen Bjølseth Madsen, Investor Relations Manager, + 47 992 73 674,
ir@vend.com
IMPORTANT INFORMATION
This press release and the information herein is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or into Australia,
Canada, Hong Kong, Japan, New Zealand, Singapore, Switzerland or in any other
jurisdiction in which such release, publication or distribution would be
unlawful or require registration or any other measures in accordance with
applicable law.
In the United Kingdom, this press release and the information herein is only
addressed to and directed at persons in the United Kingdom who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as
amended, as it forms part of retained EU law by virtue of the European Union
(Withdrawal) Act 2018 (the "U.K. Prospectus Regulation"). In addition, this
announcement is being distributed to, and is only directed at, qualified
investors (i) who have professional experience in matters relating to
investments falling within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "FPO"), (ii) who fall within Article
49(2)(a) to (d) of the FPO or (iii) to whom it may otherwise lawfully be
communicated (all such persons, together with "qualified investors" within the
meaning of Article 2(e) of the U.K. Prospectus Regulation, being referred to as
"Relevant Persons"). This announcement and the information contained herein must
not be acted on or relied upon in the United Kingdom, by persons who are not
Relevant Persons. Any investment or investment activity to which this
announcement relates is available only to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire the same will be engaged
in only with, Relevant Persons.
The securities mentioned in this press release have not been registered and will
not be registered under any applicable securities law in Australia, Canada, Hong
Kong, Japan, New Zealand, Singapore or Switzerland and, subject to certain
exceptions, may not be offered or sold within Australia, Canada, Hong Kong,
Japan, New Zealand, Singapore or Switzerland except under circumstances which
will result in the full compliance with the applicable laws and regulations
promulgated by the relevant regulatory authorities in effect at the relevant
time.
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17847482/18702719/6530/Download%20announce
ment%20as%20PDF.pdf