CodeLab Capital AS - Contemplated private placement
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Oslo, 8 October 2026
CodeLab Capital AS (the "Company") refers to its previous announcements, including on 17 September 2026 where it was stated, inter alia, that the Company intends to carry out a private placement of new shares in connection with the contemplated Mdco Acquisition and the Potential Acquisitions (both as defined below) (the "Private Placement"). The Company hereby announces the terms of the Private Placement, which will consist of new ordinary shares in the Company (the "Offer Shares"), corresponding to total gross proceeds from approximately NOK 27.8 million and up to NOK 50 million (the "Offer Size"). Pareto Securities AS has been engaged as manager in the Private Placement (the "Manager"). The subscription price per Offer Share (the "Offer Price") is NOK 6 per Offer Share.
The Acquisitions
As announced by the Company 29 September 2026, the Company entered into a binding share purchase agreement (the "Mdco SPA") to acquire Mdco AS and its subsidiaries ("Mdco") (the "Mdco Acquisition").
The Mdco Acquisition values 100% of Mdco at an equity value of up to NOK 120 million, settled with (i) 12,000,000 new shares in the Company at closing, corresponding to NOK 72 million at the Offer Price (the "Mdco Consideration Shares"), and (ii) an earn-out of up to NOK 48 million (subject to certain adjustment mechanisms) based on the Company's OHS vertical 2027 EBITDA (0% below NOK 15 million, 100% at NOK 25 million, linear in between) (the "Mdco Earn-Out"). The Mdco Earn-Out may, at the Company's discretion, be settled in cash or in new shares at the higher of the Offer Price and the 30-day volume-weighted average share price of the Company's shares on Euronext Growth Oslo prior to settlement.
The Mdco Acquisition is expected to be completed in Q4 2026 and is subject to, among other things, satisfactory financing, which the Company expects to secure through the Private Placement, and certain other customary closing conditions. No assurance can be given that the Mdco Acquisition will be completed.
As announced by the Company on 17 September 2026, the Company has also entered into non-binding term sheets with exclusivity for (i) the acquisition of 45% of Solvit Holding AS, which will own 100% of Solvit AS and VetNet International ApS (the "Solvit Acquisition"), and (ii) the acquisition of two regional occupational health service providers (together with the Solvit Acquisition, the "Potential Acquisitions"). The Potential Acquisitions remain subject to due diligence and definitive documentation, and no assurance can be given that they will be completed.
Use of proceeds
The net proceeds to the Company from the Private Placement will be used (i) to repay the Bridge Loan, which was used to fund Mdco's liquidity needs in the period up to completion of the Mdco Acquisition, (ii) to cover seasonality effects in Mdco, and (iii) for general corporate purposes.
The low end of the Offer Size range will fully fund the Company's current equity story until break-even. If the net proceeds to the Company from the Private Placement exceed NOK 35 million, the Potential Acquisitions, to the extent such transactions are carried out, will also be fully funded.
Pre-commitments
Subject to certain terms and conditions, the Company has received pre-commitments from investors to subscribe for approximately NOK 27.8 million in the Private Placement at the Offer Price, which covers the low end of the Offer Size in the Private Placement.
The pre-commitments consist of the following categories of investors: (i) Certain investors representing the sellers in the Mdco Acquisition have collectively pre-committed to subscribe for NOK 3.8 million in the Private Placement at the Offer Price. (ii) Certain investors representing the management, board of directors, and/or employees of the Company have collectively pre-committed to subscribe for NOK 12.25 million in the Private Placement at the Offer Price. (iii) Certain existing shareholders in the Company and new investors have collectively pre-committed to subscribe for more than NOK 11.75 million in the Private Placement at the Offer Price.
Application period
The application period for the Private Placement commences today, 8 October 2026, at 09:00 CEST and ends on 9 October 2026 at 16:30 CEST (the "Application Period"). The Company may extend or shorten the Application Period at any time and for any reason on short, or without, notice. If the Application Period is extended or shortened, the other dates referred to herein might be changed accordingly.
Selling restrictions
The Private Placement will be offered to investors subject to (a) applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") and in the United Kingdom in accordance with the Financial Services and Markets Act 2000 as amended by the Public Offers and Admissions to Trading Regulations 2024 and (b) available exemptions from relevant registration requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the "US Securities Act") and (ii) in the United States to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.
The minimum subscription and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The Company may offer and allocate amounts below the NOK equivalent of EUR 100,000 in the Private Placement to the extent exemptions from prospectus requirements, in accordance with applicable regulations, including the Norwegian Securities Trading Act and the Prospectus Regulation, are available.
Allocation
Allocation of Offer Shares will be made at the sole discretion of the Company's board of directors (the "Board") (in consultation with the Manager). The allocation will be based on criteria such as (but not limited to) the pre-commitments, existing ownership in the Company, timeliness of order, relative order size, sector knowledge, perceived investor quality and investment horizon. The Board reserves the right, at its sole discretion, to reject and/or reduce any orders, in whole or in part. There is no guarantee that any potential investor will be allocated Offer Shares.
Notification of conditional allocation is expected to be sent on or about 12 October 2026 before 09:00 CEST. The allocated Offer Shares will not, however, be tradeable before the EGM (as defined below) has resolved to issue the shares and registration of the share capital increase pertaining to the Offer Shares in the Norwegian Register of Business Enterprises (the "NRBE") has occurred, expected on or about 3 November 2026.
Conditions for completion
The completion of the Private Placement is conditional upon: (i) all required corporate resolutions to implement the Private Placement being validly made by the Company, including without limitation (a) a resolution by the Board to consummate the Private Placement and conditionally allocate the Offer Shares, and (b) a resolution by an extraordinary general meeting of the Company expected to be held on or about 30 October 2026 (the "EGM") to resolve, amongst other things, the increase the share capital required to issue the Offer Shares; (ii) the Pre-Payment Agreement (defined below) remaining in full force and effect, (iii) the share purchase agreement relating to the Mdco Acquisition remaining in full force and effect, (iv) registration of the share capital increase in the Company pertaining to the Private Placement with the Norwegian Register of Business Enterprises, and (v) issuance of the Offer Shares in Euronext Securities Oslo (VPS) (the "Conditions").
The Private Placement will be cancelled if the Conditions are not met. The Board may resolve to cancel the Private Placement at any time and for any reason whatsoever prior to the notification of conditional allocation, without compensation to the applicant, irrespective of the reason for such cancellation.
Extraordinary general meeting
The EGM to resolve the issuance of the Offer Shares is expected to be summoned on or about 16 October 2026 and held on or about 30 October 2026. The summoning of the EGM has been delayed in order to align the closing of the Private Placement with the closing of the Mdco Acquisition, such that the Company will hold a joint general meeting resolving, amongst other things, both the issuance of the Offer Shares and the issuance of the Mdco Consideration Shares on the closing date of the Mdco Acquisition.
Settlement
The date for settlement of the Private Placement is expected to be on or about 4 November 2026, subject to, among other things, handling time for registration of the share capital increase relating to the Private Placement in the NRBE and fulfilment of the Conditions.
The DVP settlement structure in the Private Placement is expected to be facilitated by a pre-payment agreement expected to be entered into between the Company and the Manager (the "Pre-Payment Agreement").
Lock-ups
Members of the Company's Board and executive management have agreed to a 6 month lock-up in connection with the Private Placement. The Mdco shareholders will be subject to lock-up on the Mdco Consideration Shares (50% 6 months and 50% 12 months) subject to closing of the Mdco Acquisition. Any consideration shares to be issued as part of the Potential Acquisitions are expected to be subject to the same lock-up mechanics as the Mdco Acquisition.
Subsequent Offering and equal treatment considerations
The Company has considered the Private Placement in light of the equal treatment obligations set out in the Norwegian Private Limited Liability Companies Act, the Euronext Growth Rule Book Part II and Oslo Børs' circular no. 2/2014, and the Board is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of securing the desired funding, is in the common interest of the Company and its shareholders, as a private placement enables the Company to raise the capital needed to fund the Company's announced acquisitions and repay the Bridge Loan more quickly and with greater certainty than a rights issue would allow. On this basis, the Board is of the opinion that the deviation from the shareholders' preferential rights is duly justified and in the common interest of the Company and its shareholders.
The Company will not conduct a subsequent repair offering in connection with the Private Placement since the Offer Price represents a premium to both (i) the Company's last closing share price on Euronext Growth Oslo prior to launch of the Private Placement, and (ii) the Company's 30-day volume-weighted average share price on Euronext Growth Oslo prior to launch of the Private Placement.
CodeLab Capital AS - Virtual Group Presentation
The Company invites interested investors to a virtual group presentation of the Private Placement on Friday 9 October 2026 at 12:00 CEST.
The presentation can be joined via the following link: https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDRjNzBhMTUtMjYyMC00OGEzLTgyMDMtYjdhYzI2NmJjM2E2%40thread.v2/0?context=%7b%22Tid%22%3a%22f8f86bd5-66c6-403b-a154-dcd450b42b33%22%2c%22Oid%22%3a%2275342a20-ad98-4028-ab89-ddd330566e92%22%7d
Advisors
Pareto Securities AS is acting as financial adviser and Advokatfirmaet BAHR AS is acting as legal counsel to the Company in connection with the Private Placement.
Contacts Anton Bondesen, CEO: alb@codelabcapital.com Christoffer Mathiesen, CFO: cm@codelabcapital.com
Disclosure
This information in this stock exchange announcement is considered to be inside information pursuant to the EU Market Abuse Regulation and is published in accordance with section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Christoffer Mathiesen, CFO on 8 October 2026 at 07:30 CEST on behalf of the Company.
Important notices
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
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. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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 "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" 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.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.