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
Reference is made to the previous stock exchange announcements published by Induct AS (the "Company") regarding the partially underwritten rights issue of between 16,666,666 and 22,222,222 new shares (the "Offer Shares") in the Company, each with a nominal value of NOK 0.10, at a subscription price of NOK 0.90 per share (the "Subscription Price"), raising gross proceeds of between NOK 15 million and NOK 20 million (the "Rights Issue").
The subscription period for the Rights Issue (the "Subscription Period") expired on 10 August 2026 at 16:30 hours (CEST). At the expiry of the Subscription Period, the Company had received valid subscriptions for a total of 6,357,386 Offer Shares, including subscriptions from the underwriters (the "Underwriters") in excess of their respective underwriting obligations.
The final allocation of the Offer Shares in the Rights Issue has now been completed based on the allocation criteria set out in the national prospectus dated 21 July 2026 prepared by the Company in connection with the Rights Issue (the "Prospectus"). The Company has allocated a total of 16,666,666 Offer Shares.
2,952,943 Offer Shares were allocated based on granted and acquired subscription rights which have been validly exercised. 3,404,443 Offer Shares were allocated to Underwriters of the Rights Issue who have subscribed for Offer Shares in excess of their respective underwriting obligations. 10,309,280 Offer Shares were allocated to the Underwriters of the Rights Issue pursuant to their underwriting obligations.
Certain close associates of primary insiders of the Company have been allocated shares in the Rights Issue. Please see the attached primary insider notifications pursuant to the Market Abuse Regulation article 19 for further details about the transactions.
UNDERWRITING FEE
As previously announced, each of the Underwriters is entitled to an underwriting fee of 14% of the underwriting obligation received as new shares in the Company issued at the same Subscription Price as in the Rights Issue (the "Underwriting Commission Shares"), which is payable upon completion of the Rights Issue (i.e. upon registration of the share capital increase pertaining to the Rights Issue with the NRBE). The issuance of the Underwriting Commission Shares will be resolved by the board of directors pursuant to the authorisation granted at the extraordinary general meeting held on 6 July 2026 and announced in a separate stock exchange announcement.
SETTLEMENT OF SHORT-TERM LOAN
As previously announced, NOK 3 million of the underwriting obligation was prefunded by certain Underwriters ("Prefunding Amount") pursuant to a prefunding agreement entered into between the Company, such Underwriters and the Manager (the "Prefunding Agreement"). Subscriptions for Offer Shares made by such Underwriters in the Rights Issue will be settled by way of set-off against the outstanding Prefunding Amount in accordance with the terms of the Prefunding Agreement.
NOTIFICATION OF ALLOCATION AND PAYMENT DATE
Notification of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber is expected to be made available in the VPS on or about 11 August 2026. Payment for the allocated Offer Shares falls due on 13 August 2026 in accordance with the payment procedures described in the Prospectus.
The Offer 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 (the "NRBE"). The Company will publish a stock exchange announcement once the share capital increase has been registered. Subject to timely payment of the aggregate subscription amount in the Rights Issue, it is expected that the share capital increase pertaining to the Offer Shares will be registered in the NRBE on or about 17 August 2026. The Offer Shares are expected to be delivered to the VPS accounts of the subscribers and admitted to trading on Euronext Growth Oslo on or about 17 August 2026.
NEW SHARE CAPITAL
Following the issuance of 16,666,666 Offer Shares, the Company's share capital will be NOK 4,797,571.30 divided into 47,975,713 shares, each with a nominal value of NOK 0.10. The Company's share capital will increase further upon the issuance of the Underwriting Commission Shares, which will be announced in separate stock exchange announcements.
ADVISORS:
Norne Securities AS is acting as manager and bookrunner for the Rights Issue. Advokatfirmaet Selmer AS is acting as legal advisor to the Company.
This information is subject to the disclosure requirements pursuant to the Market Abuse Regulation article 19 and is published in accordance with the requirements of the Continuing Obligations.
For further information, please contact:
Synnøve Jacobsen
CEO
sj@induct.net
+47 99 41 54 47
IMPORTANT NOTICE
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 believe 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 their 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 their respective affiliates accepts any liability arising from the use of this announcement.