2025-07-01 08:50:00
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
Oslo, 1 July 2025
The subscription period for the rights issue (the "Rights Issue") in Nordic
Financials ASA (the "Company") expired at 16:30 hours CEST on 30 June 2025. At
the expiry of the subscription period, the Company had received subscriptions
for a total of 3,244,030,638 new shares. The Rights Issue was accordingly
oversubscribed by 62%.
Up to maximum maximum 2,000,000,000 new shares (the "New Shares") were offered
in the Rights Issue. The final allocation of the New Shares in the Rights Issue
has now been completed based on the allocation criteria set out in the
resolution by the annual general meeting dated 28 May 2025 (the "AGM").
1,635,018,404 New Shares, constituting 81.8% of the total amount of New Shares,
were subscribed for and allocated through the exercise of subscription rights.
364,981,596 New Shares, constituting 18.2% of the total amount of New Shares,
are allocated pro-rata to subscribers who have oversubscribed based on the
number of subscription rights exercised by each subscriber. No allocation has
been made to subscribers without subscription rights.
Notifications of allocated New Shares are expected to be distributed today, 1
July 2025. Payment for the allocated New Shares falls due on 3 July 2025 in
accordance with the payment procedures described in the subscription form. Each
subscriber in the Rights Issue must ensure that there are sufficient funds on
the bank account as set out by the subscriber on the subscription form, so that
the subscription price relevant to each subscriber can be debited on 3 July 2025
in accordance with the authorisation set out in the subscription form.
ALLOCATION OF NEW SHARES TO PRIMARY INSIDERS AND CLOSE ASSOCIATES IN THE RIGHTS
ISSUE
The following primary insiders, including their close associates, have been
allocated New Shares in the Company at the subscription price of NOK 0.015 in
accordance with the allocation principles set out in the decision from the AGM.
o Jan P. Harto, board member, has been allocated 15,000,000 New Shares.
o Svend Egil Larsen, CIO, has through Selaco AS, been allocated 100,000,000 New
Shares.
Primary insider notifications pursuant to the Market Abuse Regulation article 19
are attached.
The New Shares may not be transferred or traded before they have been fully paid
and the share capital increase pertaining to the Rights Issue has been
registered with the Norwegian Register of Business Enterprises (Nw.
Foretaksregisteret). It is expected that the share capital increase will be
registered in the Norwegian Register of Business Enterprises on or about 8 July
2025. The New Shares will be transferred to the VPS accounts of the subscribers
on or about 8 July 2025 and admitted to trading on Euronext Expand Oslo on or
about 8 July 2025.
SUBSCRIPTION OF UNDERWRITING COMMISSION SHARES BY PRIMARY INSIDERS AND CLOSE
ASSOCIATES
In addition to the above, the following primary insiders, including their close
associates, have subscribed new shares in the Company at the subscription price
of NOK 0.015 (the "Commission Shares") in accordance the decision from the AGM
regarding settlement of the underwriting commission:
o Svend Egil Larsen, CIO, has through Selaco AS, subscribed for 20,000,000
Commission Shares.
o Halldor Chr. Tjoflaat, CEO, has through Hardanger Consulting AS, subscribed
for 13,333,333 Commission Shares.
o Jan P. Harto, board member, has subscribed for 10,000,000 Commission Shares.
Primary insider notifications pursuant to the Market Abuse Regulation article 19
are attached.
Norne Securities AS is acting as settlement agent for the rights issue.
Advokatfirmaet Selmer AS is acting as legal counsel to the Company.
For further information please contact:
Nils Petter Skaset
Chairman, Nordic Financials ASA
Tel: +47 951 88 154
e-mail: nps@nofin.no
This information is published in accordance with the Market Abuse Regulation
article 19, and the requirements of the Continuing Obligations and section 5-12
of the Norwegian Securities Trading Act.
IMPORTANT INFORMATION
This announcement does not constitute an 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. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. 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.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus
Regulation"). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in information
made public by the Company.
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.
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.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.
Any appointed manager will be acting for the Company in connection with the
Rights Issue 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 providing advice in relation to the Rights Issue or any transaction or
arrangement referred to in this announcement.
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 is the
responsibility of, the Company. Neither the Company's advisors nor any of its
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. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Company's advisors nor any of
its respective affiliates accepts any liability arising from the use of this
announcement.