Vend Marketplaces ASA (VENDA/VENDB) – Vend proposes removal of dual-class share structure
26.9.2025 18:42:04 CEST | Vend Marketplaces ASA | Inside information
26.9.2025 18:42:04 CEST | Vend Marketplaces ASA | Inside information
REMOVAL OF DUAL-CLASS STRUCTUREReference is made to Vend Marketplaces ASA's ("Vend" or the "Company") sale of its news media division to the Tinius Trust in 2024 as first announced on 11 December 2023. As part of the sale, it was agreed that the Company's current dual-class share structure would be removed during the course of 2025. The Company's share capital is currently divided into A-shares and B-shares. Each A-share carries ten votes at the Company’s general meeting, and each B-share carries one vote. The shares carry the same economic rights in all respects.
The Board of Directors proposes that the dual-class share structure is removed by way of an amendment to the Company's articles of association. This will result in the Company having only one class of shares, each carrying one vote.
The Company will call for an extraordinary general meeting to be held on or about 22 October 2025. The notice and additional documentation of such extraordinary general meeting will be announced separately.
COMPENSATION TO HOLDERS OF A-SHARES PROVIDED THROUGH PROPOSED RIGHTS ISSUEThe A-shares are trading at a premium to the B-shares, reflecting the increased voting rights of the A-shares. The Company will compensate the holders of A-shares for the loss of the premium at which the A-shares have been trading compared to the price of the B-shares. As described in the announcement of 11 December 2023, it was agreed that the compensation would be based on the average premium at which the A-shares had been traded to the B-shares for the last nine months before the announcement of that transaction on 11 December 2023, i.e. during the nine-month period ending on 8 December 2023. The size of this premium is 6.46%.
The compensation to the holders of A-shares will be provided through a proposed rights issue and a cash payment in lieu of shares for those shareholders who will not be able to participate or do not subscribe for shares in the proposed rights issue. The rights issue will be approved by the Board of Directors based on an amended version of the existing authority to increase the Company's share capital.
Below is a summary of the key terms of the proposed rights issue and cash payment in lieu of shares:
* The rights issue will comprise up to 6,204,568 new ordinary shares in the Company, each with a nominal value of NOK 0.50.
* The holders of A-shares will receive one (1) subscription right to subscribe for the new shares for each A-share, which means that holders of A-shares will receive a number of subscription rights that equals their registered holdings of A-shares in the VPS on a record date expected to be 29 October 2025. 15.45 subscription rights will be required to subscribe for one new ordinary share. Ineligible Holders (as defined below) may not exercise subscription rights (see further information below).
* The subscription rights will be tradable and will be listed on Euronext Oslo Børs 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 and subscription without subscription rights will not be permitted.
* The subscription period is expected to be from 30 October to 13 November 2025.
* The subscription price for new shares will be equal to the par value, i.e. NOK 0.50. The total subscription amount will thus be NOK 3,102,284 if the rights issue is fully subscribed.
* The subscription rights will have an economic value if the Company's shares trade above the subscription price during the subscription period. Existing shareholders who do not use their subscription rights will experience a dilution of their shareholding in the Company.
* The exercise of subscription rights and subscription for new shares to shareholders residing in countries other than Norway may be affected by securities laws in such countries. Shareholders who have their shares registered in securities accounts with registered addresses in certain ineligible jurisdictions, such as Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, Switzerland and the United States or any other jurisdiction where participation in the rights issue would require the publication of a prospectus, registration or other regulatory approval (the “Ineligible Jurisdictions” and such shareholders in or resident in Ineligible Jurisdictions, “Ineligible Holders”) will not be permitted to exercise subscription rights and subscribe for new shares. The crediting of subscription rights to an account of an Ineligible Holder does not constitute an offer to such holder of the new shares. 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 rights issue 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.
PROPOSED SHARE CAPITAL REDUCTIONIn addition to the proposed removal of the Company's dual-class share structure, the Board of Directors has resolved to propose a reduction of the share capital of the Company following the share buy-back which was completed on 17 June 2025. More information about the proposed capital reduction will be included in the notice of the extraordinary general meeting.
IMPORTANT NOTICE FOR U.S. HOLDERS
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.
Oslo, 26 September 2025VEND MARKETPLACES ASA
DISCLOSURE REGULATIONThe information contained herein is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading Act. This stock exchange release was published by Simen Bjølseth Madsen on 26 September 2025 at 18:40 CEST.
CONTACTS* Jann-Boje Meinecke, SVP FP&A and Investor Relations, +47 941 00 835, ir@vend.com
* Simen Bjølseth Madsen, Investor Relations Manager, + 47 992 73 674, ir@vend.com
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.
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.