Induct AS – Announcement of rights issue of between NOK 15 million and NOK 20 million with secured underwriting commitments of NOK 15 million
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
Induct AS (the "Company") hereby announces an underwritten rights issue with preferential subscription rights (the "Subscription Rights") for the Company's existing shareholders to raise gross proceeds of between NOK 15 million and NOK 20 million (the "Rights Issue").
Certain existing shareholders in the Company and external investors (jointly the "Underwriters") have undertaken to underwrite in aggregate NOK 15 million of the Rights Issue. The Company has also received certain pre-commitments to subscribe for shares by existing shareholders.
The net proceeds from the Rights Issue will be used to strengthen the Company's working capital and to fund implementation of the Company's revised strategy. A key element of this strategy is the roll-out of the digital care pathway solution on a broader scale. This requires investment in sales and marketing resources, as well as continued product development, in order to realise the considerable market opportunity identified by the Company. The net proceeds will provide the Company with adequate working capital to support the planned initiatives for at least 12 months.
"We are pleased to have secured the commitments to complete a rights issue. Strengthening the Company’s cash position is a necessary step to support execution of our strategy and ensure continued commercial and operational development. With this funding in place, the new Board and management will focus the organisation more firmly on commercial development and on delivering the potential of our products,” said Ole Jørgen Karud, Chair of the Board.
Norne Securities AS has been engaged as manager and bookrunner for the Rights Issue (the "Manager").
TERMS AND CONDITIONS OF THE RIGHTS ISSUE The Rights Issue is subject to approval from the Company's extraordinary general meeting, expected to be held on or about 6 July 2026 (the "EGM"). The notice of the EGM is expected to be sent to shareholders on or about 22 June 2026 and will be published in a separate stock exchange announcement.
The record date for the Rights Issue will be the second trading date after the EGM, expected to be on 8 July 2026 (the "Record Date").
Each shareholder registered in the Company's shareholder register in the Norwegian Central Securities Depository (the VPS) at the expiry of the Record Date will be granted 0.7097 Subscription Rights per existing share. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one new share in the Company (the "Offer Shares"). Provided that a purchase of shares is made with ordinary T+2 settlement, shares purchased up to and including 6 July 2026 will give the right to receive subscription rights, whereas shares purchased from and including 7 July 2026, will not give the right to receive Subscription Rights.
The subscription price per Offer Share will be NOK 0.90 (the "Subscription Price").
The Subscription Rights will be tradable and sought listed on the Euronext Growth Oslo 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. Oversubscription with subscription rights and subscriptions by the Underwriters will be allowed. Other subscription without Subscription Rights will not be permitted.
It is contemplated that the Rights Issue will be conducted with a two-weeks subscription period, commencing on or about 27 July 2026 and ending on or about 10 August 2026, subject to satisfaction of the Conditions (as defined below) for the Rights Issue.
The Rights Issue is subject to the following conditions (together, the "Conditions"): (i) the EGM approving the Rights Issue, (ii) the Company having published a national prospectus (the "Prospectus") as registered in the Norwegian Register of Business Enterprises ("NRBE") and (iii) that the Underwriting Agreements (as defined below) remaining in full force and effect.
UNDERWRITING AND PRE-COMMITTED SUBSCRIPTION Pursuant to, and subject to the terms and conditions of the underwriting agreements between the Company and the Underwriters (the "Underwriting Agreements"), the Underwriters have undertaken on a pro-rata basis (not jointly) to underwrite an aggregate subscription amount in the Rights Issue of NOK 15 million (the "Total Underwriting Obligation"). The Underwriting Agreement sets out an obligation to subscribe any shares, up to the Total Underwriting Obligation, that are not otherwise subscribed to in the Rights Issue.
In addition to the underwriting, Jarah Invest AS, Solvik Holding AS, HMH Invest AS and HEA Invest AS, has pre-committed to subscribing shares in the Rights Issue for NOK 1.5m, NOK 0.30m, NOK 1.0m and NOK 0.26m, respectively (any shares allocated for pre-commitments will reduce the respective Underwriter's underwriting obligation). Accordingly, 20% percent of the Rights Issue is covered by pre-committed subscriptions. Any New Shares subscribed in the Rights Issue by an Underwriter will reduce the Underwriter's underwriting commitment.
Each of the Underwriters are 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, 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).
Each Underwriter has undertaken to vote in favor of the resolutions required to complete the Rights Issue, provided that it is a shareholder in the Company at the date of the EGM.
The Underwriters include the following existing shareholders: • Jarah Invest AS, which have committed to underwrite for NOK 3m; • Solvik Holding AS, which have committed to underwrite for NOK 0.3m; • HMH Invest AS, which have committed to underwrite for NOK 3.0m; and • HEA Invest AS, which have committed to underwrite for NOK 0.26m In addition certain other investors have underwritten an additional NOK 8.5m of the Rights issue, for a total of NOK 15 million.
NOK 3 million of the Total Underwriting Obligation (the "Prefunded Amount") will be prefunded by certain Underwriters pursuant to a prefunding agreement entered into between the Company, such Underwriters and the Manager (the "Prefunding Agreement").
ALLOCATION The allocation principles for the Offer Shares in the Rights Issue will be set out in the EGM resolution and in the Prospectus, but are expected to be as set out below:
a) Firstly, allocation of offer shares to subscribers will be made in accordance with granted and acquired subscription rights which have been validly exercised during the subscription period. Each subscription right will give the right to subscribe and be allocated one offer share in the Rights Issue. b) Secondly, if not all subscription rights are validly exercised during the subscription period and there are remaining unallocated offer shares following the allocation pursuant to paragraph (i) above, offer shares will be allocated to underwriters who have subscribed for offer shares in excess of their respective underwriting obligation. Allocation will be sought made on a pro rata basis based on such underwriters’ oversubscription. c) Thirdly, offer shares not allocated pursuant to (i) to (ii) above, will be allocated to subscribers who have exercised their subscription rights and over-subscribed, on a pro rata basis based on the number of subscription rights exercised by each subscriber. To the extent that pro rata allocation is not possible, the Company will determine the allocation by drawing of lots. d) Finally, offer shares not allocated pursuant to (i) to (iii) above, will be allocated to and subscribed by the underwriters pursuant to, and in accordance with, each underwriter's underwriting obligation pursuant to the terms and conditions of the relevant underwriting agreements. The final allocation principles resolved by the EGM and set out in the Prospectus may deviate from those set out above.
INDICATIVE TIMELINE According to the current tentative timetable, and subject to all of the Conditions being met, it is expected that the Rights Issue will take place according to the following tentative timeline:
Date (on or about) Event 22 June 2026 Notice of EGM 6 July 2026 EGM 6 July 2026 Last day including subscription rights 7 July 2026 First day of trading in the shares excluding the right to receive subscription rights 8 July 2026 Publication of the Prospectus 8 July 2026 Record date for determination of the right to receive subscription rights 27 July 2026 Commencement of the subscription period and first day of trading in the subscription rights 4 August 2026 Last day of trading in the subscription rights 10 August 2026 Last day of the subscription period 13 August 2026 Allocation of the Offer Shares 14 August 2026 Payment of the Offer Shares 17 August 2026 Registration of the share capital increase with the Norwegian Register of Business
All dates and other figures with respect to the Rights Issue included herein remain tentative and subject to change. Any changes will be announced at the EGM or through stock exchange announcements.
PROSPECTUS A prospectus relating to the Rights Issue will be prepared by the Company and registered with the NRBE. The Prospectus is not subject to approval by official authorities. The complete terms and instructions for the Rights Issue, together with certain information about the Company and risks associated with an investment in the Company, will be presented in the Prospectus ahead of the commencement of the subscription period, and will be made available on the Company's website and on the website of the Manager.
ADVISORS Norne Securities AS has been engaged as manager and bookrunner for the Rights Issue. Advokatfirmaet Selmer AS is acting as legal advisor to the Company.
For further information, please contact: Synnøve Jacobsen, CEO sj@induct.net +47 99 41 54 47
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Synnøve Jacobsen at the time and date stated above in this announcement.
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.