CodeLab Capital AS - Private placement successfully placed
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12 October 2026: CodeLab Capital AS (the "Company") refers to its announcement on 8 October 2026 regarding the private placement of new shares to be issued by the Company to raise the gross proceeds of approx. NOK 27.8 - 50 million (the "Private Placement").
The Company is pleased to announce that the Private Placement has been successfully placed, in which 4,829,768 new ordinary shares in the Company (the "Offer Shares") have been conditionally allocated by the Company's board of directors (the "Board") at a fixed subscription price per Offer Share of NOK 6 ("Offer Price") raising gross proceeds of NOK 28,978,608. The Offer Price represented 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.
Pareto Securities AS acted as manager in connection with the Private Placement (the "Manager").
As announced by the Company, including in stock exchange notice on 8 October 2026, the Company has entered into a binding share purchase agreement to acquire Mdco AS and its subsidiaries ("Mdco") (the "Mdco Acquisition"), which is expected to be completed in Q4 2026. Further, the Company has also entered into non-binding term sheets with exclusivity for the acquisition of certain other occupational health service providers (the "Potential Acquisitions"). Reference is made to the Company's previous announcements with respect to such potential transactions.
Use of proceeds
The net proceeds to the Company from the Private Placement will be used (i) to repay the bridge loan announced by the Company on 2 October 2026, for the purpose of funding 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 net proceeds to the Company from the Private Placement will fully fund the Company's current equity story until break-even.
As net proceeds to the Company from the Private Placement are below NOK 35 million, the Potential Acquisitions, to the extent such transactions are carried out, may, if relevant, require additional financing. As a listed compounder, the Company continuously assesses capital market opportunities and may seek additional financing in connection with the Potential Acquisitions. The Company may also in the future pursue other or further acquisitions, which, if pursued, may require additional financing; however, the Company has no concrete plans for any such acquisitions at this time.
Allocations to primary insiders
Lorenz AS, a company closely associated with Anton Lorenz Bondesen, the Company's CEO and member of the Board, has been conditionally allocated 166,667 Offer Shares in the Private Placement at the Offer Price. Please see attached notification form in accordance with the Market Abuse Regulation (MAR) article 19 for more information.
Settlement and dates
Notification of conditional allocation is expected to be sent on or about 12 October 2026 before 09:00 CEST. Issuance of the allocated Offer Shares is subject to approval by the Company's extraordinary general meeting expected to be held on or about 30 October 2026 (the "EGM"). The allocated Offer Shares will not be tradeable before the EGM has resolved to issue the Offer 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.
The Private Placement is expected to be settled by the Manager on a delivery-versus-payment ("DVP") basis 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").
Conditions for completion
Completion of the Private Placement remains conditional upon: (i) 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 of 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 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.
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.
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 (MAR). This information is further subject to the disclosure requirements pursuant to MAR article 19, 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 12 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 operates, 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.