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, 29 August 2025: Reference is made to the stock exchange announcement by Kaldvik AS (“Kaldvik” or the “Company”) on 5 June 2025 regarding a successfully completed private placement (the “Private Placement”) of 38,011,050 new shares raising gross proceeds of approximately EUR 46.2 million and potential subsequent offering (the “Subsequent Offering”) of up to 4,300,000 new shares at an offering price of NOK 14 per new share (the “Subscription Price”).
The board of directors has today resolved to launch the Subsequent Offering.
The resolution is conditional on the registration of a prospectus prepared for offering new shares to eligible shareholders in the Subsequent Offering with the Norwegian Register of Business Enterprises (the “Prospectus”). It is expected that the Prospectus will be registered on or about 1 September 2025, and that the subscription period in the Subsequent Offering will commence at 09:00 hours (CEST) on 2 September 2025 and end at 16:30 (CEST) on 16 September 2025.
The Subsequent Offering is available to shareholders of the Company as of close of trading on 4 June 2025, as recorded in the VPS on 6 June 2025 (the “Record Date”), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated offer 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 (“Eligible Shareholders”). The Eligible Shareholders will be granted non-tradeable subscription rights (the “Subscription Rights”) that, subject to applicable law, give a right to subscribe for and be allocated shares in the Subsequent Offering at the Subscription Price. The Eligible Shareholders will be granted 0.16865 Subscription Rights for each existing share registered as held by such Eligible Shareholder as of the Record Date. The Subscription Rights will be registered on each Eligible Shareholder’s VPS account. Over-subscription will not be permitted and subscription without subscription rights will not be permitted.
Allocation of new shares in the Subsequent Offering is expected to take place on or about 17 September 2025, and the new shares are expected to be delivered on or about 24 September 2025 (subject to timely payment of the Subscription Price and registration of the share capital increase pertaining to the Subsequent Offering with the Norwegian Register of Business Enterprises). Further information regarding the Subsequent Offering will be set out in the Prospectus.
DNB Carnegie, a part of DNB Bank ASA, Arion Banki hf and Nordea Bank Abp, filial i Norge are acting as managers (the “Managers”) in the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in relation to the Subsequent Offering.
For further information, please contact:
Róbert Róbertsson, 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.
