Kaldvík AS: Key information regarding potential subsequent offering
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, PUBLICATIONOR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Frøya, 5 June 2025: Reference is made to the stock exchange announcement by Kaldvík AS (the "Company ") earlier today regarding completion of a private placement (the "Private Placement "), where it was also stated that the board of directors will consider to carry out a subsequent offering (the "Subsequent Offering ") directed at shareholders in the Company as of close of trading on 4 June 2025, as recorded in the VPS on 6 June 2025, who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated shares in the Private Placement, and (iii) 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.
In accordance with the continuing obligations for companies listed on Euronext Growth Oslo, the following key information is given with respect to the potential Subsequent Offering:
Date for announcement of terms: 5 June 2025
Last day including right to receive subscription rights: 4 June 2025
First day excluding right to receive subscription rights: 5 June 2025
Record Date: 6 June 2025
Date of approval: On or about 19 June 2025 (date of extraordinary general meeting expected to authorise the Company 's board of directors to issue shares in the Subsequent Offering)
Maximum number of new shares: Up to 4,3 million new shares in the Company
Subscription price: NOK 14 per share
Shall the rights be listed: No
The Subsequent Offering will be subject to, inter alia, completion of the Private Placement, relevant corporate resolutions (including necessary resolutions by the extraordinary general meeting of the Company resolving to grant the board of directors the necessary authorization to issue shares in the Subsequent Offering and the Company 's board of directors resolving to consummate the Subsequent Offering) and registration of a national prospectus with the Norwegian Business Register. Eligible shareholders will have a right to subscribe for their pro rata portion. No oversubscriptions will be allowed and the subscription rights will not be tradable.
Whether or not the Subsequent Offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering.
DNB Carnegie, a part of DNB Bank ASA is acting as Sole Global Coordinator and Joint Bookrunner, Arion Banki hf and Nordea Bank Abp, filial i Norge are acting as Joint Bookrunners for the Private Placement and the potential Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisors to the Company.
For further information, please contact:
Roy-Tore Rikardsen, CEO: +354 791 0006 (mobile)
Robert Robertsson, CFO: +354 843 0086 (mobile)
This information is subject to the disclosure requirements of Section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT NOTICE
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act "). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers " as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
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 (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 "anticipate ", "believe ", "continue ", "estimate ", "expect ", "intends ", "may ", "should ", "will " 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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective 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 Managers nor any of their respective 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.
TARGET MARKET
The target market for the Private Placement is non-professional, professional as well as eligible counterparties and who; a) have at least a common/normal understanding of the capital markets, b) is able to bear the losses of their invested amount and, c) is willing to accept risks connected with the shares, and d) have an investment horizon which takes into consideration the liquidity of the shares. The Company has not published sufficient data for the Managers to determine whether an investment in the Private Placement is compatible for investors who have expressed sustainability related objectives with their investments based on that which i) is an environmentally sustainable investment under the EU Taxonomy Regulation, ii) represents a sustainable investment under Regulation (EU) 2019/2088 (the "SFDR "), and/or iii) takes into consideration any Principle Adverse Impacts on sustainably factors as per the SFDR. The negative target market for the Offer Shares is clients that seek full capital protection or full repayment of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile. Negative target market: An investment in the Company 's shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile.
Notwithstanding, and without affecting the manufacturers target market assessment as per the above, the Managers will only allow distribution through their distribution channels to investors who: a) in the EU meet the requirements set out in the manufacturers target market assessment, and who b) in respect of investors residing outside the Nordics at least can be classified as professional clients or eligible counterparties as per the MiFID II definition.
For distribution to investors located outside of the EU, distribution of the shares is only allowed to such investors which a) the Managers can approach as per the rules of the jurisdiction in which the investor reside, and b) which can provide adequate confirmations to this effect, and c) which as per minimum meets the requirements of the manufacturers target market assessment.
© 2025 GlobeNewswire, Inc. All Rights Reserved.
