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
Norwegian Block Exchange AS: Partially underwritten rights issue
Oslo, Norway, 18 November 2024: The board of directors of Norwegian Block
Exchange AS ("Norwegian Block Exchange" or the "Company") announces the terms of
a planned rights issue of shares (the "New Shares") with preferential
subscription rights for existing shareholders to raise gross proceeds of up to
NOK 17 million (the "Rights Issue").
Certain existing shareholders and external investors (jointly the
"Underwriters") have undertaken to underwrite in aggregate NOK 10 million of the
Rights Issue.
The net proceeds from the Rights Issue will be used to (i) fund current
operations and accelerate the Company's business plan & scale-up, and (ii)
strengthen the balance sheet by reducing debt by repayment of existing
shareholder loans.
Underwriting
Pursuant to, and subject to, the terms and conditions of the individual
underwriting agreements between the Company and each of the Underwriters
(jointly, the "Underwriting Agreements"), the Underwriters have undertaken on a
pro-rata basis (not jointly) to underwrite an aggregate subscription amount in
the Rights Issue of NOK 10 million (the "Total Underwriting Obligation"). Any
New Shares subscribed in the Rights Issue will reduce the underwriting
commitment of the Underwriters.
Certain existing shareholders and external investors, including Observatoriet
Invest AS (a close associate to board member Bjørn Kjos), NYE KM Aviatrix AS (a
close associate to board member Anna Helene Kjos-Mathisen) and Play Capital (a
close associate to board member Roni Soleiman) have underwritten at total of NOK
10 million of the Rights Issue (the "Bottom Guarantee"), including a conversion
of an existing bridge loan provided to the Company in the amount of NOK 1
million. The Underwriters will receive a compensation of 15% of their
underwritten amount under the Bottom Guarantee, payable in kind by issuance of
new shares in the Company at the subscription price in the Rights Issue.
In addition to the Bottom Guarantee, the existing shareholders Observatoriet
Invest AS (a close associate to board member Bjørn Kjos) and Vegard Kristiansen
(board member) have committed to subscribe for a total of NOK 7 million of the
Rights Issue (the "Top Guarantee"), for the purpose of settling outstanding debt
in the form of convertible loans and/or shareholder loans in the case that the
Rights Issue is not fully subscribed. The underwriting obligation under the Top
Guarantee will be settled by way of conversion of existing loans provided by the
Top Guarantee underwriters to the Company and subject to any required approval
by the Norwegian Financial Supervisory Authority of increase in ownership. The
Top Guarantee underwriters will not receive any fee or other compensation for
this additional commitment. Other lenders in the Company's outstanding
convertible loan will be offered to settle their debt in the rights issue to the
extend the Rights Issue is not fully subscribed.
The Underwriters of the Bottom Guarantee shall first be allocated shares not
subscribed in the Rights Issue. Secondly, and subject to the Bottom Guarantee
having been fully utilised, shares not subscribed in the Rights Issue shall be
allocated to the Underwriter of the Top Guarantee.
Subscription price, subscription rights and proceeds
The subscription price is NOK 0.27 (the "Subscription Price"), based on market
soundings among certain existing shareholders and new investors, as well as
market practice for similar rights issues. The Subscription Price corresponds to
a TERP-discount of approximately 47% compared to the last 10 day average VWAP of
the Company and a 40% TERP-discount compared to the closing price as of 18
November 2025. The Company will call for an extraordinary general meeting
("EGM") to be held before the end of the subscription period to resolve a share
capital decrease from NOK 0.60 to NOK 0.20 (the "Share Capital Reduction"), and
the Rights Issue will be conditional on completion of the share capital
decrease.
The Rights Issue is expected to be resolved by the Company's board of directors,
pursuant to a board authorization granted by the Company's annual general
meeting on 13 June 2023 (the "Share Capital Resolution"). The Share Capital
Resolution is expected to be made on 20 November 2024.
Pursuant to section 10-4 of the Norwegian Private Limited Companies Act, the
shareholders of the Company at the date of the Share Capital Resolution, and who
are not resident in a jurisdiction where such offering would be unlawful or, (in
jurisdictions other than Norway) require any prospectus, filing, registration or
similar action, will be granted a preferential right to subscribe for and be
allocated the new shares in proportion to the number of shares in the Company
they own as of that date, and will according to the board of directors' proposal
receive subscription rights proportionate to their existing shareholding as
registered in the Company's shareholder register in the Norwegian Central
Securities Depository (the VPS) at the expiry of 22 November 2024. Provided that
a purchase of shares is made with ordinary T+2 settlement, shares purchased up
to and including 20 November 2024 will give the right to receive subscription
rights, whereas shares purchased from and including 21 November 2024, will not
give the right to receive subscription rights. The Company will apply for
listing of the subscription rights and provided that such application is
approved, the subscription rights be tradable and listed on the Oslo Euronext
Growth from and including the first day of the subscription period and until
16:30 (Oslo time) four trading days prior to the expiry of the subscription
period. Over-subscription will be permitted.
The maximum gross proceeds from the Rights Issue will be NOK 17 million and the
minimum gross proceeds will be NOK 10 million, including the conversion of loans
as described above.
Prospectus and indicative timeline
In connection with the Right Issue a national prospectus (the "Prospectus") will
be prepared and registered with the Norwegian Register of Business Enterprises
(the "NRBE") on or about 22 November 2024. Neither the Financial Supervisory
Authority of Norway nor any other public authority will carry out any form of
review, control, or approval of the Prospectus. The Prospectus will not
constitute an EEA prospectus. The Prospectus will be published prior to the
commencement of the subscription period and will form the basis for
subscriptions in the Rights Issue. Provided that the prospectus is registered
with the NRBE in time, the subscription period for the Rights Issue will
commence on 25 November 2024 and expire on 9 December 2024 at 16:30 hours (CET).
In the event that the Prospectus is not registered in time to uphold this
subscription period, the subscription period will commence on the second trading
day on the Oslo Euronext Growth following the registration of the Prospectus and
expire at 16:30 hours (CET) two weeks thereafter. A further description of the
Rights Issue, including full terms of the Rights Issue, and of other
circumstances that must be considered upon subscription of shares in the Rights
Issue will be included in the Prospectus.
Included below is an indicative timeline for the Rights Issue:
20 November 2024: Resolution by Board of directors to increase the share capital
20 November 2024: Last day of trading in the shares including subscription
rights
21 November 2024: First day of trading in the shares excluding subscription
rights
22 November 2024: Record date for determination of the right to receive
subscription rights
On or about 22 November 2024: Publication of the prospectus
On or about 25 November 2024: Commencement of the subscription period and first
day of trading in the subscription rights
On or about 2 December 2024: Last day of trading in the subscription rights
On or about 9 December 2024: Last day of the subscription period
On or about 10 December 2024: Allocation of the new shares
On or about 13 December2024: Payment of the new shares
On or about 17 January 2024: Registration of the share capital increase with the
Norwegian Register of Business Enterprises.
The Rights Issue is subject to the board resolving the Share Capital Resolution
and the EGM resolving the Share Capital Reduction. The EGM is expected to be
held on 5 December 2024. Notice of the EGM, including proposed resolutions
regarding the Rights Issue, is expected to be sent to the shareholders on 21
November 2024.
Norne Securities AS has been engaged as manager for the Rights Issue (the
"Manager"). Advokatfirmaet Selmer AS is acting as legal advisor to the Company.
***
For more information, please contact:
Stig Kjos-Mathisen, CEO Norwegian Block Exchange AS
Email: stig.aleksander.kjos-mathisen@nbx.com
Tel: +47 93 28 75 72
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Trond Pettersen CRCO, at the time and
date stated above in this announcement.
About Norwegian Block Exchange (NBX):
NBX is a financial services company building products and services based on
digital assets. NBX has an E-money license, is registered with the Norwegian
Financial Supervisory Authority, and is listed on Oslo Stock Exchange Euronext
Growth. NBX issued the first and only credit card with Bitcoin cashback
globally.
***
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.
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus. 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 the Prospectus. Copies of the Prospectus will,
following publication, be available from the Company's registered office and,
subject to certain exceptions, on the website of the Manager.
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.
The Manager is 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 Manager 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 Manager nor any of its
respective affiliates accepts any liability arising from the use of this
announcement.