Update on share offering to be carried out towards holders of A-shares in connection with the combination of share classes
20.10.2025 19:11:51 CEST | Vend Marketplaces ASA | Additional regulated information required to be disclosed under the laws of a member state
20.10.2025 19:11:51 CEST | Vend Marketplaces ASA | Additional regulated information required to be disclosed under the laws of a member state
Reference is made to the stock exchange announcement made by Vend Marketplaces ASA ("Vend") on 26 September 2025, and the notice of the extraordinary general meeting in Vend Marketplaces ASA on 22 October 2025, published on 29 September 2025.
If the proposed combination of Vend's share classes is approved by the extraordinary general meeting on 22 October 2025, Vend will carry out an offering of new shares to the holders of A-shares as compensation for the loss of premium resulting from the combination of the share classes. The share offering will be carried out at nominal value NOK 0.50 per share. The share offering will be carried out without the publication of a prospectus based on applicable exemptions under the prospectus rules. Vend had intended to list the subscription rights in the share offering on Euronext Oslo Børs in the period from 30 October to 6 November 2025. However, Vend has been informed that the Norwegian Financial Supervisory Authority ("NFSA") considers that the listing of the subscription rights on the Oslo Stock Exchange would require the publication of a listing prospectus. Based on the feedback from the NFSA, the costs involved in the preparation of a listing prospectus, the limited size of the share offering and the cash compensation mechanism described below, the company has resolved to proceed with the offering without listing the subscription rights on the Euronext Oslo Børs.
Other than this, no changes will be made to the process described in the notice of the extraordinary general meeting published on 29 September. No changes will be proposed in the draft resolutions to be considered at the extraordinary general meeting.
As previously communicated, the Company intends to arrange for Danske Bank A/S NUF ("Danske Bank") to facilitate the sale of shares that would otherwise have been allocated to Ineligible Holders or holders who have not subscribed for shares during the subscription period. Under this arrangement, Danske Bank will subscribe for the shares not subscribed for in the share offering and sell those shares in the market. The net proceeds of such sale will be distributed to Ineligible Holders or any other holders of subscription rights who have not exercised their rights during the subscription period. No payments will, however, be made for amounts below NOK 50.
For further information, please contact:
Jann-Boje Meinecke, SVP FP&A and Investor Relations, +47 941 00 835, ir@vend.com
Simen Bjølseth Madsen, Investor Relations Officer, +47 992 73 674, ir@vend.com
Oslo, 20 October 2025
VEND MARKETPLACES ASA
IMPORTANT INFORMATION
This press release and the information herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, Switzerland or in any other jurisdiction in which such release, publication or distribution would be unlawful or require registration or any other measures in accordance with applicable law.
This press release and the information herein is not an offer of securities in the United States. The securities referred to herein will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
In the United Kingdom, this press release and the information herein is only addressed to and directed at persons in the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended, as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the “U.K. Prospectus Regulation”). In addition, this announcement is being distributed to, and is only directed at, qualified investors (i) who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FPO”), (ii) who fall within Article 49(2)(a) to (d) of the FPO or (iii) to whom it may otherwise lawfully be communicated (all such persons, together with “qualified investors” within the meaning of Article 2(e) of the U.K. Prospectus Regulation, being referred to as “Relevant Persons”). This announcement and the information contained herein must not be acted on or relied upon in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the same will be engaged in only with, Relevant Persons.
The securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or Switzerland and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or Switzerland except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.